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                          SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549

                                      FORM 10-K/A
(Mark One)
    /x/             ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934
                       For the fiscal year ended June 30, 1997

                                          OR

    / /           TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934
                      For the transition period from ___ to ___

                            Commission file number 0-27492

                  UNITED STATES SATELLITE BROADCASTING COMPANY, INC.
                (Exact name of registrant as specified in its charter)

         MINNESOTA                                    41-1407863
(State or other jurisdiction of        (I.R.S. Employer Identification No.)
incorporation or organization)

                     3415 UNIVERSITY AVENUE, ST. PAUL, MN  55114
                 (Address of principal executive offices) (zip code)

                                    (612) 645-4500
                 (Registrant's telephone number, including area code)

                                         N/A
Former name, former address and former fiscal year, if changed since last report


Securities registered pursuant to Section
12(b) of the Act:                                          None
Securities registered pursuant to Section
12(g) of the Act:                                     Class A Common Stock,
                                                      $.0001 par value

                              -------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.     YES  X   NO ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /

As of September 22, 1997, 15,774,826 shares of the registrant's Class A 
Common Stock were issued and outstanding, and the aggregate market value of 
the Class A Common Stock held by non-affiliates of the registrant as of 
September 22 was approximately $129,052,452.

                         DOCUMENTS INCORPORATED BY REFERENCE

    Selected portions of the Annual Report       Incorporated into Part II
    to Shareholders for the fiscal year
    ended June 30, 1997

    Selected portions of the Definitive Proxy    Incorporated into Part III
    Statement for the Annual Meeting of
    Shareholders to be Held November 17, 1997

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                                       PART IV

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(1) None.

(a)(2) None.

(a)(3) Exhibits:

       10.30  Amendment No. 3 to that certain Direct Broadcast Satellite 
              Contract, dated December 31, 1996, between Lockheed Martin 
              Corporation and the Company.

(b)    None.


                                      SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


Dated: November 17, 1997          UNITED STATES SATELLITE
                                  BROADCASTING COMPANY, INC.



                                  By:   /s/ Stanley E. Hubbard
                                     -------------------------------------
                                       Stanley E. Hubbard
                                       Chief Executive Officer and President
                                       (Principal Executive Officer)

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

    Signature                Title                              Date
    ---------                -----                              ----

/s/ Stanley S. Hubbard       Chairman of the Board           November 17, 1997
--------------------------
Stanley S. Hubbard

/s/ Stanley E. Hubbard       Chief Executive Officer,        November 17, 1997
--------------------------    President, and Director
Stanley E. Hubbard           (Principal Executive Officer)

/s/ Robert W. Hubbard        Executive Vice President and    November 17, 1997
--------------------------   Director
 Robert W. Hubbard

/s/ Gerald D. Deeney         Treasurer and Chief Financial   November 17, 1997
--------------------------   Officer (Principal Financial
Gerald D. Deeney             and Accounting Officer)

/s/ Herbert S. Schlosser     Director                        November 17, 1997
--------------------------
Herbert S. Schlosser

                             Director                        November __, 1997
--------------------------
David S. Allen

/s/ Frank N. Magid           Director                        November 17, 1997
--------------------------
Frank N. Magid

                             Director                        November __, 1997
--------------------------
Peter G. Skinner

/s/ William D. Savoy         Director                        November 17, 1997
--------------------------
William D. Savoy

/s/ John W. Marvin           Director                        November 17, 1997
--------------------------
John W. Marvin

/s/ Ward L. Quaal            Director                        November 17, 1997
--------------------------
Ward L. Quaal

/s/ Louis G. Zachary, Jr.    Director                        November 17, 1997
--------------------------
Louis G. Zachary, Jr.

/s/ Peter F. Frenzer         Director                        November 17, 1997
--------------------------
Peter F. Frenzer