ECHOSTAR COMMUNICATIONS CORPORATION

                          CERTIFICATE OF DESIGNATIONS



                               ESTABLISHING THE



            VOTING POWERS, DESIGNATIONS, PREFERENCES, LIMITATIONS,

                     RESTRICTIONS, AND RELATIVE RIGHTS OF



           SERIES D MANDATORILY CONVERTIBLE PARTICIPATING PREFERRED

                                     STOCK



                      pursuant to Section 78.1955 of the

                            Nevada Revised Statutes



     I, David K. Moskowitz, the Senior Vice President, General Counsel and

Secretary of EchoStar Communications Corporation (the "Issuer"), a corporation

organized and existing under the laws of the State of Nevada, do hereby

certify that pursuant to authority conferred upon the Board of Directors of

the Issuer by its Amended and Restated Articles of Incorporation and pursuant

to the provisions of Section 78.1955 of the Nevada Revised Statutes, the

Issuer's Board of Directors, on December 12, 2001, adopted the following

resolution establishing the Issuer's Series D Mandatorily Convertible

Participating Preferred Stock, which resolution remains in full force and

effect. Certain capitalized terms used herein are defined in Article 11.



     RESOLVED, that pursuant to the authority vested in the Board of Directors

     of the Corporation by the Amended and Restated Articles of Incorporation,

     the Board of Directors does hereby provide for the issue of a series of

     Preferred Stock, $0.01 par value, of the Corporation, to be designated

     "Series D Mandatorily Convertible Participating Preferred Stock"

     (referred to herein as the "Series D Preferred Stock"), having the number

     of shares and, to the extent that the designations, powers, preferences

     and relative and other special rights and the qualifications, limitations

     and restrictions of such Series D Preferred Stock are not stated and

     expressed in the Amended and Restated Articles of Incorporation, the

     powers, preferences and relative and other special rights and the

     qualifications, limitations and restrictions thereof, as follows:



ARTICLE 1    DESIGNATION AND NUMBER OF SHARES



     SECTION 1.1 The series will be known as the "Series D Mandatorily

Convertible Participating Preferred Stock".



     SECTION 1.2 The Series D Preferred Stock will be a series consisting of

5,760,479 shares of the authorized but unissued preferred stock of the Issuer.





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ARTICLE 2    DIVIDENDS AND DISTRIBUTIONS



     SECTION 2.1 The Holders of shares of Series D Preferred Stock shall be

entitled to receive, when and as declared by the Board of Directors, but only

out of funds legally available therefor, dividends or distributions on each

date that dividends or other distributions (including any distributions of

Capital Stock, evidences of indebtedness, other securities or any other

assets) are payable or distributable on or in respect of Class A Common Stock

of the Issuer, in an amount per whole share of Series D Preferred Stock equal

to the aggregate amount (in cash, securities or other property) of dividends

or other distributions that would be payable on such date to a Holder of that

number of shares of Common Stock into which one share of Series D Preferred

Stock shall be convertible at the Conversion Rate (defined below). Each such

dividend or distribution shall be paid to each Holder of record of shares of

Series D Preferred Stock on the record date, not exceeding sixty days

preceding such payment date, fixed for the purpose by the Board of Directors

in advance of payment of each particular dividend or distribution (which

record date shall be the same date as the record date for the corresponding

payment of dividends or distributions on the Class A Common Stock). Any share

of Series D Preferred Stock originally issued after a dividend or distribution

record date and on or prior to the dividend or distribution payment date to

which such record date relates shall not be entitled to receive the dividend

or distribution payable on such dividend or distribution payment date or any

amount in respect of the period from the date of such issuance to such

dividend or distribution payment date. Holders of shares of Series D Preferred

Stock shall not be entitled to any dividends or distributions, whether payable

or distributable in cash, property or stock, in excess of full dividends or

distributions as herein provided.



     SECTION 2.2 So long as any shares of Series D Preferred Stock shall be

outstanding, no dividend shall be declared or paid or set aside for payment or

other distribution declared or made upon the Common Stock or upon any other

stock ranking junior to the Series D Preferred Stock as to dividends or

distribution of assets upon Liquidation, nor shall any Common Stock nor any

other stock of the Issuer ranking junior to or on a parity with the Series D

Preferred Stock as to dividends or distribution of assets upon Liquidation be

redeemed, purchased or otherwise acquired for any consideration (or any monies

be paid to, set aside or made available for a sinking fund for the redemption

of any shares of any such stock) by the Issuer (except by conversion into or

exchange for stock of the Issuer ranking junior to the Series D Preferred

Stock as to distribution of assets upon Liquidation), unless, in each case,

the full dividends (including the dividend to be due upon payment of such

dividend, distribution, redemption, purchase or other acquisition) on all

outstanding shares of Series D Preferred Stock shall have been, or shall then

be, paid.



ARTICLE 3    RANKING



         The preferences of each share of Series D Preferred Stock as to

distribution of assets upon Liquidation shall be in every respect on a parity

with the preferences of every





                                      2





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other share of capital stock of the Issuer which is not specifically made

senior or junior to the Series D Preferred Stock as to distribution of assets

upon Liquidation. The rights of the Common Stock will be junior to the Series

D Preferred stock as to distributions upon Liquidation to the extent herein

provided.



ARTICLE 4    OPTIONAL CONVERSION AND CONVERSION PROCEDURES



     SECTION 4.1 (a) Each Holder of Series D Preferred Stock shall have the

right, at its option, at any time and from time to time to convert, subject to

the terms and provisions of this Article 4, any or all of such Holder's shares

of Series D Preferred Stock. In such case, each whole share of Series D

Preferred Stock shall be converted into ten (10) fully paid and nonassessable

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