SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DEFRANCO JAMES

(Last)

(First)

(Middle)

9601 S. MERIDIAN BLVD.

(Street)

ENGLEWOOD

80112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ECHOSTAR COMMUNICATIONS CORP [ DISH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/19/2006		G⁽¹⁾	V	775	D	$0	4,762,752	D
Class A Common Stock	11/09/2006		M		48,000	A	$2.125	4,810,752	D
Class A Common Stock	11/09/2006		M		120,000	A	$6	4,930,752	D
Class A Common Stock	11/09/2006		S		400	D	$36.4	4,930,352	D
Class A Common Stock	11/09/2006		S		2,600	D	$36.41	4,927,752	D
Class A Common Stock	11/09/2006		S		3,300	D	$36.42	4,924,452	D
Class A Common Stock	11/09/2006		S		1,600	D	$36.43	4,922,852	D
Class A Common Stock	11/09/2006		S		7,376	D	$36.44	4,915,476	D
Class A Common Stock	11/09/2006		S		29,187	D	$36.45	4,886,289	D
Class A Common Stock	11/09/2006		S		18,487	D	$36.46	4,867,802	D
Class A Common Stock	11/09/2006		S		10,899	D	$36.47	4,856,903	D
Class A Common Stock	11/09/2006		S		10,438	D	$36.48	4,846,465	D
Class A Common Stock	11/09/2006		S		6,712	D	$36.49	4,839,753	D
Class A Common Stock	11/09/2006		S		15,000	D	$36.5	4,824,753	D
Class A Common Stock	11/09/2006		S		12,498	D	$36.51	4,812,255	D
Class A Common Stock	11/09/2006		S		5,403	D	$36.52	4,806,852	D
Class A Common Stock	11/09/2006		S		2,500	D	$36.53	4,804,352	D
Class A Common Stock	11/09/2006		S		2,934	D	$36.54	4,801,418	D
Class A Common Stock	11/09/2006		S		14,362	D	$36.55	4,787,056	D
Class A Common Stock	11/09/2006		S		5,597	D	$36.56	4,781,459	D
Class A Common Stock	11/09/2006		S		2,806	D	$36.57	4,778,653	D
Class A Common Stock	11/09/2006		S		4,565	D	$36.58	4,774,088	D
Class A Common Stock	11/09/2006		S		3,936	D	$36.59	4,770,152	D
Class A Common Stock	11/09/2006		S		3,349	D	$36.6	4,766,803	D
Class A Common Stock	11/09/2006		S		897	D	$36.61	4,765,906	D
Class A Common Stock	11/09/2006		S		1,800	D	$36.62	4,764,106	D
Class A Common Stock	11/09/2006		S		654	D	$36.63	4,763,452	D
Class A Common Stock	11/09/2006		S		700	D	$36.64	4,762,752	D
Class A Common Stock								8,183	I	I⁽²⁾⁽⁶⁾
Class A Common Stock								50,000	I	I⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$2.125	11/09/2006		M			48,000	⁽⁵⁾	02/12/2007	Class A Common Stock	48,000	$0	0	D
Employee Stock Option (Right to Buy)	$6	11/09/2006		M			120,000	⁽⁴⁾	02/17/2009	Class A Common Stock	120,000	$0	47,280	D

Explanation of Responses:

1. The shares were gifted to the reporting person's minor child on April 19, 2006.

2. The shares are being held by the reporting person as custodian for his minor children. The number of shares includes the 775 shares gifted on April 19, 2006.

3. The shares are held by the reporting person in an irrevocable trust for the benefit of the reporting person's minor children and grandchildren. The reporting person disclaims beneficial ownership of these shares.

4. The shares underlying the option vested at the rate of 20% per year, commencing February 17, 2000.

5. The shares underlying the option vested at the rate of 20% per year, commencing February 12, 1998.

6. The shares are held by DeFranco Investments Co., Ltd., a general partnership, of which the reporting person is sole general partner.

Remarks:

Due to SEC rules limiting the number of transactions that can be reported on a single Form 4, this Form 4 is part 1 of 2 for transactions effected by the reporting person on November 9, 2006.

	/s/ James DeFranco, by Robert Rehg, his Attorney in Fact	11/14/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.