United States securities and exchange commission logo

                            January 30, 2024

       Dean A. Manson
       Chief Legal Officer and Secretary
       DISH Network CORP
       EchoStar Corporation
       100 Inverness Terrace East
       Englewood, Colorado 80112

                                                        Re: DISH Network CORP
                                                            SC TO-I filed
January 16, 2024
                                                            File No. 005-46313

       Dear Dean A. Manson:

              We have conducted a limited review of your filing for compliance
with the tender offer
       rules. Our comments follow. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

               Please respond to these comments by providing the requested
information or advise us as
       soon as possible when you will respond. If you do not believe our
comments apply to your facts
       and circumstances, please tell us why in your response.

            After reviewing your response to these comments, we may have
       comments. Defined terms used herein have the same meaning as in your

       Schedule TO-I Filed January 16, 2024

       Item 4. Terms of the Transaction, page 3

   1.                                                   Refer to the following
disclosure on page 39 of the Prospectus: "Notwithstanding any
                                                        other provisions of the
exchange offers, EchoStar will not be required to accept for
                                                        exchange or to exchange
the Existing Notes validly tendered (and not validly withdrawn)
                                                        pursuant to the
exchange offers, and may, at its sole discretion, terminate the exchange
                                                        offers or delay or
refrain from accepting for exchange or exchanging the Existing Notes
                                                        for any reason,
including if the General Conditions shall not have been satisfied or
                                                        waived." Please revise
to remove the implication that the exchange offers may be
                                                        terminated at any time
and for any reason and regardless of whether any of the offer
                                                        conditions have been
 Dean A. Manson
FirstName  LastNameDean  A. Manson
DISH Network   CORP
January 30,NameDISH
            2024      Network CORP
Page 2 30, 2024 Page 2
FirstName LastName
2.       We note the inclusion on page 40 of the Prospectus of a condition that
will be triggered by
         "any general suspension, or limitation on prices for, trading in
securities in the United
         States securities or financial markets." Please revise to explain what
would be considered
         a limitation on prices for securities in the U.S. securities or
financial markets.
3.       The disclosure on page 40 of the Prospectus includes a condition that
will be triggered by
         "the commencement of a war, armed hostilities, terrorist acts or other
national or
         international calamity directly or indirectly involving the United
States" (emphasis
         added). The broad wording of this offer condition may raise illusory
offer concerns under
         Regulation 14E. Please revise to narrow or qualify this condition by
explaining what
         would constitute "indirect involvement" of the United States, or
delete such language. In
         this regard, we also note a condition that will be triggered by "any
epidemic, pandemic or
         disease outbreak (including the COVID-19 virus or any other highly
infectious or
         contagious disease)."
4.       We note the following disclosure on page 40 of the Prospectus: "These
conditions are for
         our sole benefit and may be asserted by us or may be waived by us,
including any action
         or inaction by us giving rise to any condition, in whole or in part at
any time and from
         time to time, at our sole discretion." All offer conditions must be
objective and outside the
         control of the offeror in order to avoid illusory offer concerns under
Regulation 14E.
         Please revise the language throughout your document relating to the
circumstances that
         may "trigger" an offer condition to avoid the implication that they
may be within the
         Company's control. See Question 101.02 of the Division of Corporation
Finance's "Tender
         Offer Rules and Schedules" Compliance and Disclosure Interpretations.
Further, when an
         offer condition is    triggered,    a bidder must promptly notify
subject security holders
         whether it intends to waive that condition and proceed with the offer,
or assert the
         condition and terminate it. Please revise your disclosure accordingly.
5.       Refer to the disclosure on page 45 of the Prospectus that "All
questions as to the validity,
         form, eligibility (including time of receipt) and acceptance for
exchange of any tender or
         withdrawal of Existing Notes in connection with the exchange offers
will be determined
         by us, in our sole discretion, and our determination will be final and
binding." Please
         revise this and similar statements throughout your materials to
include a qualifier
         indicating that stockholders are not foreclosed from challenging your
determination in a
         court of competent jurisdiction.
6.       Refer to the first bullet point on page 44 of the Prospectus stating
that a tendering holder
         "releases and discharges EchoStar, DISH Network, and the trustee of
the Existing Notes
         from any and all claims that the holder may have, now or in the
future, arising out of or
         related to the Existing Notes tendered thereby..." Please revise this
statement to comply
         with Section 29(a) of the Securities Exchange Act of 1934.

7.       Please revise the disclosure in the Prospectus to define the term
"Spectrum Collateral."
 Dean A. Manson
January 30, 2024
Page 3
8.       It does not appear that you have provided separate financial
statements with respect to the
         subsidiaries guarantors or summarized financial information of each
issuer and guarantor
         of the guaranteed debt securities pursuant to Rule 13-01 of Regulation
S-X. Please note
         that at the time of its effectiveness, your Registration Statement
must comply with the
         disclosure requirements for subsidiary guarantors set forth in Rules
3-10 and 13-01 of
         Regulation S-X. Please revise the Registration Statement to include
such information or
         tell us why you believe such information is not required.
9.       The safe harbor for forward-looking statements provided in the Private
         Litigation Reform Act by its terms does not apply to statements made
in connection with a
         tender offer. Please revise the disclosure in the Prospectus
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

      Please direct any questions to Brian Soares at 202-551-3690 or Christina
Chalk at 202-

FirstName LastNameDean A. Manson                              Sincerely,
Comapany NameDISH Network CORP
                                                              Division of
Corporation Finance
January 30, 2024 Page 3                                       Office of Mergers
& Acquisitions
FirstName LastName