Echostar International S-4 Registration of securities issued in business combination transactions

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall	55402
Minneapolis, Minnesota	(Zip Code)
(Address of principal executive offices)

Richard Prokosch

U.S. Bank National Association

60 Livingston Avenue

St. Paul, MN 55107

(651) 495-3918

(Name, address and telephone number of agent for service)

Echostar DBS Corporation

(Issuer with respect to the Securities)

Colorado	81-1328967
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
9601 Meridian Boulevard	80012
Englewood, Colorado	(Zip Code)
(Address of Principal Executive Offices)

7¹/8% Senior Notes Due 2016

(Title of the Indenture Securities)

FORM T-1

Item 1.     GENERAL INFORMATION. Furnish the following information as to the Trustee.

      a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

      b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

      None

Items 3-15	Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
Item 16.	LIST OF EXHIBITS:List below all exhibits filed as a part of this statement of eligibility and qualification.

      1. A copy of the Articles of Association of the Trustee.*

      2. A copy of the certificate of authority of the Trustee to commence business.*

      3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

      4. A copy of the existing bylaws of the Trustee.*

      5. A copy of each Indenture referred to in Item 4. Not applicable.

      6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

      7. Report of Condition of the Trustee as of March 31, 2006 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

*  Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

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SIGNATURE

      Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 18th of July, 2006.

By:  /s/ Richard Prokosch

Richard Prokosch

Vice President

By:  /s/ Raymond Haverstock

Raymond Haverstock

Vice President

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Exhibit 6

CONSENT

      In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: July 18, 2006

By:  /s/ Richard Prokosch

Richard Prokosch

Vice President

By:  /s/ Raymond Haverstock

Raymond Haverstock

Vice President

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Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 3/31/2006

			3/31/2006
			($000’s)
Assets
	Cash and Due From Depository Institutions		$	7,050,967
	Securities			39,215,391
	Federal Funds			3,114,744
	Loans & Lease Financing Receivables			135,184,791
	Fixed Assets			1,737,385
	Intangible Assets			11,754,046
	Other Assets			10,882,988
	Total Assets		$	208,940,312
Liabilities
	Deposits		$	132,810,195
	Fed Funds			12,304,517
	Treasury Demand Notes			0
	Trading Liabilities			252,318
	Other Borrowed Money			28,673,468
	Acceptances			0
	Subordinated Notes and Debentures			6,432,494
	Other Liabilities			6,859,284
	Total Liabilities		$	187,332,276
Equity
	Minority Interest in Subsidiaries		$	1,029,155
	Common and Preferred Stock			18,200
	Surplus			11,804,040
	Undivided Profits			8,756,641
		Total Equity Capital	$	21,608,036
Total Liabilities and Equity Capital			$	208,940,312

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By:  /s/ Richard Prokosch

Richard Prokosch

Vice President

Date: July 18, 2006

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