As filed with the Securities and
Exchange Commission           on
September 21, 2007
                              Registration No. 333-
================================================================================
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------
                                    FORM F-6
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
    For American Depositary Shares Evidenced by American Depositary Receipts
                                   ----------
                       CHINA DIGITAL TV HOLDING CO., LTD.
   (Exact name of issuer of deposited securities as specified in its charter)
                                       N/A
                   (Translation of issuer's name into English)
                                 Cayman Islands
            (Jurisdiction of incorporation or organization of issuer)
                      DEUTSCHE BANK TRUST COMPANY AMERICAS
             (Exact name of depositary as specified in its charter)
                                 60 Wall Street
                              New York, N.Y. 10005
                                 (212) 250-9100
       (Address, including zip code, and telephone number, including area
               code, of depositary's principal executive offices)
       ------------------------------------------------------------------
                              CT CORPORATION SYSTEM
                                111 Eighth Avenue
                              New York, N.Y. 10011
                                 (212) 590-9200
          (Address, including zip code, and telephone number, including
                        area code, of agent for service)

                                   COPIES TO:

           Chun Wei, Esq.                   Francis Fitzherbert-Brockholes, Esq.
       Sullivan & Cromwell LLP                        White & Case LLP
             28th Floor                              5 Old Broad Street
      Nine Queen's Road Central                       London EC2N 1DW
              Hong Kong                               +44-20-7532-1000
           +852-2826-8688

         It is proposed that this filing become effective under Rule 466
                           [ ] immediately upon filing
                             [ ] on (Date) at (Time)
         If a separate registration statement has been filed to register
               the deposited shares, check the following box. [X]

<TABLE>
                         CALCULATION OF REGISTRATION FEE
--------------------------------- --------------------- --------------------------- ------------------------- ----------------
                                                                 PROPOSED                   PROPOSED             AMOUNT OF
      TITLE OF EACH CLASS             AMOUNT TO BE        MAXIMUM AGGREGATE PRICE       MAXIMUM AGGREGATE       REGISTRATION
 OF SECURITIES TO BE REGISTERED        REGISTERED              PER UNIT (1)             OFFERING PRICE (2)          FEE
--------------------------------- --------------------- --------------------------- ------------------------- ----------------
<S>                               <C>                   <C>                         <C>                       <C>
American Depositary Shares             100,000,000                $ 0.05                    $5,000,000             $153.50
evidenced by American                   American
Depositary Receipts, each           Depositary Shares
American Depositary Share
representing one ordinary share,
par value $0.0005 each, of  China
Digital TV Holding Co., Ltd.
--------------------------------- --------------------- --------------------------- ------------------------- ----------------
</TABLE>
----------
1   For the purpose of this table only the term "unit" is defined as one
    American Depositary Share.
2   Estimated solely for the purpose of calculating the registration fee.
    Pursuant to Rule 457(k), such estimate is computed on the basis of the
    maximum aggregate fees or charges to be imposed in connection with the
    issuance of American Depositary Shares.

     The registrant  hereby amends this  registration  statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further  amendment  which  specifically  states  that  this  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the  Commission,  acting pursuant to said Section 8(a)
may determine.
================================================================================
<PAGE>
     This Registration  Statement may be executed in any number of counterparts,
each of which shall be deemed an original, and all of such counterparts together
shall constitute one and the same instrument.
                             -----------------------
<PAGE>
     The prospectus consists of the proposed form of American Depositary Receipt
("Receipt" or "American Depositary Receipt") included as Exhibits A and B to the
form of  Deposit Agreement filed as Exhibit (a) to this  Registration Statement,
which form of American Depositary Receipt is incorporated herein by reference.
<PAGE>
                                     PART I

                       INFORMATION REQUIRED IN PROSPECTUS

Item - 1.      Description of Securities to be Registered

                              Cross Reference Sheet

<TABLE>
<S>                                                               <C>
                                                                  Location in Form of Receipt
Item Number and Caption                                           Filed Herewith as Prospectus
--------------------------------------------------------------    -----------------------------------
1.  Name and address of depositary                                Face   of    American    Depositary
                                                                  Receipt, Introductory paragraph

2. Title of American  Depositary  Receipts  and  identity of      Face   of    American    Depositary
deposited securities                                              Receipt, top center

     Terms of Deposit:

     (i) The amount of  deposited  securities  represented        Face   of    American    Depositary
     by one unit of American Depositary Receipts                  Receipt, upper right corner

     (ii)  The   procedure   for  voting,   if  any,   the        Article 15
     deposited securities

     (iii)   The collection and distribution of dividends         Articles 2, 4, 9, 13 and 21

     (iv) The  transmission of notices,  reports and proxy        Articles 12, 15 and 21
     soliciting material

     (v)   The sale or exercise of rights                         Articles 2, 6, 9, 13 and 21

     (vi)  The  deposit  or sale of  securities  resulting        Articles 3, 4, 6, 8, 9 and 16
     from dividends, splits or plans of reorganization

     (vii)  Amendment,  extension  or  termination  of the        Articles 20 and 21
     deposit agreement

     (viii)  Rights of holders of  Receipts to inspect the        Articles 4 and 12
     transfer  books  of the  depositary  and the  list of
     holders of Receipts

     (ix)  Restrictions  upon  the  right  to  deposit  or        Articles 2, 4, 6, 7, 9 and 22
     withdraw the underlying securities

     (x)   Limitation upon the liability of the depositary        Article 10

3.  Fees and Charges                                              Article 9
</TABLE>
<PAGE>

Item - 2.      Available Information

     Public Reports furnished by issuer                           Article 12

     China  Digital TV Holding Co., Ltd. is  subject to the  periodic  reporting
requirements  of  the  Securities  Exchange  Act  of  1934,  as  amended,   and,
accordingly,  files  certain  reports  with the  United  States  Securities  and
Exchange  Commission  (the  "Commission").  These  reports can be  inspected  by
holders of Receipts and copied at public reference facilities  maintained by the
Commission  located at 100 F Street,  N.E.,  Washington D.C.  20549,  and at the
principal executive office of the Depositary.
<PAGE>
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item - 3.      Exhibits

     a.   Form of Deposit  Agreement  among China  Digital TV Holding Co.,  Ltd.
          (the  "Company"), Deutsche Bank Trust Company  Americas, as depositary
          (the "Depositary"),  and the Holders and Beneficial Owners of American
          Depositary  Shares  evidenced by American  Depositary  Receipts issued
          thereunder (the "Deposit  Agreement"),  including the form of American
          Depositary Receipt. - Filed herewith as Exhibit (a).

     b.   Any other agreement to which the Depositary is a party relating to the
          issuance of the American  Depositary  Shares  registered hereby or the
          custody of the deposited securities represented. - Not Applicable.

     c.   Every material contract relating to the deposited  securities  between
          the Depositary and the issuer of the deposited securities in effect at
          any time within the last three years. - Not Applicable.

     d.   Opinion  of White & Case LLP,  counsel  to the  Depositary,  as to the
          legality  of the  securities  being  registered.  - Filed  herewith as
          Exhibit (d).

     e.   Certification under Rule 466. - Not Applicable.

     f.   Powers of attorney for certain  officers and directors of the Company.
          Set forth on the signature page hereto.

Item - 4.      Undertakings

     (a)  The  Depositary  hereby  undertakes to make available at the principal
          office of the  Depositary  in the United  States,  for  inspection  by
          holders  of  the  American  Depositary   Receipts,   any  reports  and
          communications  received from the issuer of the  deposited  securities
          which are both (1)  received  by the  Depositary  as the holder of the
          deposited securities,  and (2) made generally available to the holders
          of the underlying securities by the issuer.

     (b)  If the amounts of fees charged are not  disclosed  in the  prospectus,
          the Depositary  undertakes to prepare a separate  document stating the
          amount of any fee charged and  describing  the service for which it is
          charged and to deliver  promptly a copy of such fee  schedule  without
          charge to anyone upon  request.  The  Depositary  undertakes to notify
          each  registered  holder of an  American  Depositary  Receipt  30 days
          before any change in the fee schedule.
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has reasonable  grounds to believe that all the  requirements
for filing on Form F-6 are met and has duly caused this  Registration  Statement
to be signed on its behalf by the  undersigned,  thereunto duly  authorized,  in
London, United Kingdom, on September 21, 2007.

                                              Legal  entity  created  by the
                                              form of  Deposit Agreement  for
                                              the  issuance  of American
                                              Depositary Receipts for Ordinary
                                              Shares, par value $0.0005 per
                                              share, of China Digital TV Holding
                                              Co., Ltd.

                                              DEUTSCHE BANK TRUST COMPANY
                                              AMERICAS, AS DEPOSITARY


                                              By: /s/ Clare Benson
                                                  ------------------------------
                                              Name:  Clare Benson
                                              Title: Vice President


                                              By: /s/ Tom Murphy
                                                  ------------------------------
                                              Name:  Tom Murphy
                                              Title: Vice President
<PAGE>
     Pursuant to the  requirements of the Securities Act of 1933,  China Digital
TV Holding Co., Ltd. has caused this Registration  Statement to be signed on its
behalf by the  undersigned  thereunto  duly  authorized,  in  Beijing,  People's
Republic of China on September 21, 2007.

                                              CHINA DIGITAL TV HOLDING CO., LTD.


                                              By: /s/ Jianhua Zhu
                                                 -------------------------------
                                              Name:  Jianhua Zhu
                                              Title: Director and
                                                      Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints Dr. Zengxiang Lu, Mr. Jianhua Zhu and
Mr. Liang Xu, and each of them, his or her true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution,  for him or her
and in his or her name, place and stead, in any and all capacities,  to sign any
and all amendments, including post-effective amendments, and supplements to this
Registration  Statement,  and to file or cause to be filed  the  same,  with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents, his or her full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection  therewith,  as fully
to all  intents and  purposes he or she might or could do in person,  and hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or his or
her  substitute,  shall  do or  cause  to be done by  virtue  of this  Power  of
Attorney.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on September 21, 2007.

SIGNATURE                      TITLE

/s/ Zengxiang Lu
----------------------------   Chairman and Chief Strategy Officer
Zengxiang Lu

/s/ Jianhua Zhu
----------------------------   Director and Chief Executive Officer
Jianhua Zhu

/s/ Andrew Y. Yan
----------------------------   Director
Andrew Y. Yan

/s/ Hua Guo
----------------------------   Director
Hua Guo

/s/ James Hsiang Ming Ho
----------------------------   Director
James Hsiang Ming Ho

/s/ Liang Xu
----------------------------   Chief Financial Officer
Liang Xu
<PAGE>
           SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     Pursuant  to  the  Securities  Act  of  1933,  the  undersigned,  the  duly
authorized  representative in the United States of China Digital TV Holding Co.,
Ltd., has signed this Registration Statement or amendment thereto in the City of
Newark, Delaware on September 21, 2007.


                                              PUGLISI & ASSOCIATES

                                              By: /s/ Donald J. Puglisi
                                                  ------------------------------
                                              Name: Donald J. Puglisi
                                              Title: Managing Director
<PAGE>
                                INDEX TO EXHIBITS
Exhibit
Number        Exhibit
-----------   ------------------------------------------------------------------
   (a)        Form of Deposit Agreement.

   (d)        Opinion of White & Case LLP,  counsel to the  Depositary,  as to
              legality of the securities to be registered.