<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 FORM 10-KSB/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 December 31, 1996.

[ ] 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 000-21463

                       Murdock Communications Corporation
       -----------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)


          Iowa                                       42-1337746
-------------------------------           ---------------------------------
(State or other jurisdiction of           (IRS Employer Identification No.)
incorporation or organization)

1112 29th Avenue S.W., Cedar Rapids, Iowa               52404
-----------------------------------------  ---------------------------------
(Address of principal executive offices)              (Zip Code)


         Issuer's telephone number, including area code:  319-362-6900
                                                          ------------------
      Securities registered pursuant to Section 12(b) of the Exchange Act:


                                      Name of each exchange on
         Title of each class              which registered
                NA                               NA
         -------------------          ------------------------


      Securities registered pursuant to Section 12(g) of the Exchange Act:

                           Common Stock, No Par Value
                           --------------------------
                                (Title of class)

                   Redeemable Common Stock Purchase Warrants
                   -----------------------------------------
                                (Title of class)
<PAGE>   2
     Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the Issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.  
Yes  X  No
   ----   ----                                                     

     Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained herein, and will not be contained, to the best
of Issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
the Form 10-KSB.  [  ]

     State the issuer's revenues for its most recent fiscal year.  $8,164,602

     The aggregate market value of the common stock held by nonaffiliates of
the issuer as of February 28, 1997 was $14,077,039.

     On February 28, 1997, there were outstanding 4,152,494 shares of the
issuer's no par value common stock.

     Transitional Small Business Disclosure Format (check one):  Yes    No  X
                                                                    ---    --- 

DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Proxy Statement for the Annual Meeting of the Shareholders
of the issuer to be held May 28, 1997 are incorporated by reference into Part
III of this report.

     Item 13 of Part III of the Annual Report on Form 10-KSB of Murdock
Communications Corporation for the fiscal year ended December 31, 1996, filed
with the Securities and Exchange Commission on March 31, 1997, is hereby
amended in its entirety as follows to reflect the information required by such
item.

                                    PART III

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

     a. Exhibits:


EXHIBIT NUMBER                        DOCUMENT DESCRIPTION
--------------                        --------------------

     3.1        Restated Articles of Incorporation of the Company (1)

     3.2        Amended and Restated By-Laws of the Company (1)



                                       2



<PAGE>   3
           4.1  Form of Warrant Agreement between the Company and Firstar Trust
                Company (1)

           4.2  Form of Redeemable Warrant (1)

          10.1  AT&T Management Company Commission Agreement, dated as of
                December 16, 1995, by and between the Company and AT&T
                Communications, Inc. ("AT&T") (1) (2)

          10.2  Amendment No. 1 to AT&T Management Company Commission
                Agreement, dated as of January 16, 1996, by and between the
                Company and AT&T (1)

          10.3  Amendment No. 2 to AT&T Management Company Commission
                Agreement, dated as of January 16, 1996, by and between the
                Company and AT&T (1) (2)

          10.4  Memorandum of Understanding dated July 5, 1995 regarding the
                development of DSP technology (1)

          10.5  Technical Evaluation Agreement dated July 18, 1996 regarding
                the development of DSP technology (1)

          10.6  Credit Agreement dated as of May 31, 1994, by and between the
                Company and Berthel Fisher & Company Leasing, Inc. (1)

          10.7  Letter Agreement dated September 12, 1995 by and between the
                Company and J.C. Poss & Co., Inc. (1)

          10.8  Indemnification Agreement, dated as of March 3, 1995, by and
                between the Company and Larken, Inc. (1)

          10.9  Bi-Party Intelli-Max Billing Agreement, dated as of May 8,
                1992, by and between the Company and Intellicall Inc. (1)

         10.10  Restructuring Agreement, dated as of December 31, 1994, by and
                between the Company and Intellicall, Inc. (1)

         10.11  $1,000,000 Preferred Stock Subordinated Note from the Company
                to Intellicall, Inc. (1)

         10.12  License Agreement dated May 31, 1994 by and between the Company
                and Intellicall, Inc. (1)




                                       3
<PAGE>   4

         10.13  Account Purchase Agreement dated June 25, 1992, by and between
                the Company and OAN Services, Inc. (1)

         10.14  Operator Billing and Related Services Agreement, dated May 11,
                1992, by and between the Company and OAN Services, Inc. (1)

         10.15  1993 Stock Option Plan (1) (3)

         10.16  Unit Purchase Warrant to purchase 41,667 Units, dated August 5,
                1996, from the Company to George N. McDonald (1)

         10.17  Promissory Note in the principal amount of $250,000 dated
                August 1, 1996, from the Company to George N. McDonald (1)

         10.18  Letter Agreement, dated August 5, 1996, by and between the
                Company and George N. McDonald (1)

         10.19  Credit Agreement, dated as of May 31, 1994, by and between the
                Company and Telecommunications Income Fund X, L.P. (1)

         10.20  Credit Agreement, dated as of May 31, 1994, by and between the
                Company and Telecommunications Income Fund IX, L.P. (1)

         10.21  Lease Agreement for Lease #076-18000-012, dated as of February
                27, 1996, by and between the Company and Berthel Fisher &
                Company Leasing, Inc. as agent for Telecommunications Income
                Fund X, L.P. (1)

         10.22  Lease Agreement for Lease #074-18000-016, dated as of June 14,
                1996, by and between the Company and Berthel Fisher & Company
                Leasing, Inc. as agent for Telecommunications Income Fund IX,
                L.P. (1)

         10.23  Lease Agreement for Lease #076-18000-017, dated as of July 3,
                1996, by and between the Company and Berthel Fisher & Company
                Leasing, Inc. as agent for Telecommunications Income Fund X,
                L.P. (1)

         10.24  Modification Agreement for 21 Leases, dated as of May 30, 1996,
                by and between the Company and Berthel Fisher & Company
                Leasing, Inc. as agent for Telecommunications Income Fund IX,
                L.P. (1)



                                       4
<PAGE>   5

         10.25  Modification Agreement for Lease #063-17000-001, dated as of
                May 30, 1996, by and between the Company and Berthel Fisher &
                Company Leasing, Inc. (1)

         10.26  Modification Agreement for Lease #076-17000-443, dated as of
                May 30, 1996, by and between the Company and Berthel Fisher &
                Company Leasing, Inc. as agent for Telecommunications Income
                Fund X, L.P. (1)

         10.27  Modification Agreement for Lease #076-17000-943, dated as of
                May 30, 1996, by and between the Company and Berthel Fisher &
                Company Leasing, Inc. as agent for Telecommunications Income
                Fund X, L.P. (1)

         10.28  Modification Agreement for Lease #076-18000-012, dated as of
                May 30, 1996, by and between the Company and Berthel Fisher &
                Company Leasing, Inc. as agent for Telecommunications Income
                Fund X, L.P. (1)

         10.29  Modification Agreement for Lease #076-46698-000, dated as of
                May 30, 1996, by and between the Company and Berthel Fisher &
                Company Leasing, Inc. as agent for Telecommunications Income
                Fund X, L.P. (1)

         10.30  Equipment Lease #076-17000-443, dated as of May 31, 1994, by
                and between the Company and Berthel Fisher & Company Leasing,
                Inc. (1)

         10.31  Equipment Lease #076-46698-000, dated as of January 18, 1995,
                by and between the Company and Berthel Fisher & Company
                Leasing, Inc. as agent for Telecommunications Income Fund X,
                L.P. (1)

         10.32  Equipment Lease/Purchase Agreement #063-18000-000, dated as of
                May 30, 1996, by and between the Company and Berthel Fisher &
                Company Leasing, Inc. (1)

         10.33  Assignment of Lease of Security Agreement, dated as of May 31,
                1994, from Berthel Fisher & Company Leasing, Inc. to
                Telecommunications Income Fund X, L.P. (1)



                                       5
<PAGE>   6

         10.34  Demand Note for $50,000, dated as of December 26, 1995, between
                the Company and Berthel Fisher & Company Leasing, Inc. (1)

         10.35  Demand Note for $200,000, dated as of January 25, 1996, by and
                between the Company and Berthel Fisher & Company Leasing, Inc.
                (1)

         10.36  Demand Note for $200,000, dated as of January 31, 1996, by and
                between the Company and Berthel Fisher & Company Leasing, Inc.
                (1)

         10.37  Demand Note for $100,000, dated as of February 27, 1996, by and
                between the Company and Berthel Fisher & Company Leasing, Inc.
                (1)

         10.38  Equipment Lease, dated as of August 16, 1995, by and between
                the Company and Harvey Leasing. (1)

         10.39  Lease Agreement for Lease #074-18000-004, dated as of November
                30, 1995, by and between the Company and Berthel Fisher &
                Company Leasing, Inc. as agent for Telecommunications Income
                Fund IX, L.P. (1)

         10.40  Lease Agreement for Lease #074-18000-005, dated as of November
                30, 1995, by and between the Company and Berthel Fisher &
                Company Leasing, Inc. as agent for Telecommunications Income
                Fund IX, L.P. (1)

         10.41  Lease Agreement for Lease #074-18000-006, dated as of November
                30, 1996, by and between the Company and Berthel Fisher &
                Company Leasing, Inc. as agent for Telecommunications Income
                Fund IX, L.P. (1)

         10.42  Employment Agreement, dated as of August 16, 1996, by and
                between the Company and Guy O. Murdock. (1) (3)

         10.43  Employment Agreement, dated as of August 16, 1996, by and
                between the Company and Colin P. Halford. (1) (3)

         10.44  Employment Agreement, dated as of August 16, 1996, by and
                between the Company and David F. Schultz. (1) (3)



                                       6
<PAGE>   7

         10.45  Employment Agreement, dated as of August 16, 1996, by and
                between the Company and Bill R. Wharton. (1) (3)

         10.46  Amendment No. 3 to AT&T Management Company Commission
                Agreement, executed on December 13, 1996, by and between AT&T
                and the Company (4)

         10.47  Asset Purchase Agreement, dated December 13, 1996, by and
                between the Company and Interactive Communications, Inc.

         24     Power of Attorney (included as part of the signature page
                hereof)

         27     Financial Data Schedule (4)

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

(1)  Filed as an exhibit to the Company's Registration Statement on Form SB-2
     (File No. 333-05422C) and incorporated herein by reference.

(2)  Portions of these exhibits were granted confidential treatment by the
     Securities and Exchange Commission by order dated October 21, 1996.

(3)  Management contract or compensation plan required to be filed as an
     exhibit to this annual report on Form 10-KSB.

(4)  Previously filed as an exhibit to the Company's annual report on Form
     10-KSB filed with the Securities and Exchange Commission on March 31,
     1997.

(b)  Reports on Form 8-K.

     The Company did not file any reports on Form 8-K for the three months
ended December 31, 1996.


                                       7
<PAGE>   8
                                   SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Form 10-KSB/A to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                    MURDOCK COMMUNICATIONS CORPORATION

                                    By        /s/ Guy O. Murdock
                                       -----------------------------------
                                                  Guy O. Murdock
                                              Chairman of the Board

                                    Date:  April 23, 1997

     Each person whose signature appears below hereby appoints Guy O. Murdock
and David F. Schultz, and each of them individually, his true and lawful
attorney-in-fact, with power to act with or without the other and with full
power of substitution and resubstitution, in any and all capacities, to sign
any or all amendments to the Form 10-KSB and file 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 full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may lawfully
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-KSB/A has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated


/s/ Guy O. Murdock     Chairman of the Board and Director
------------------     (Principal Executive Officer)              April 23, 1997
Guy O. Murdock

/s/ Thomas E. Chaplin  Chief Executive Officer and Director       April 23, 1997
---------------------  
Thomas E. Chaplin

/s/ Colin P. Halford   President and Director                     April 23, 1997
--------------------   
Colin P. Halford


                                       8
<PAGE>   9

                       
/s/ David F. Schultz   Chief Financial Officer and Secretary      April 23, 1997
--------------------   (Principal Financial Officer and           
David F. Schultz       Principal Accounting Officer)

/s/ John C. Poss       Director                                   April 23, 1997
----------------
John C. Poss

/s/ Steven R. Ehlert   Director                                   April 23, 1997
--------------------   
Steven R. Ehlert


                                       9



<PAGE>   10

                                 EXHIBIT INDEX


                                                                 SEQUENTIAL PAGE
EXHIBIT NUMBER               DOCUMENT DESCRIPTION                    NUMBER
--------------  -----------------------------------------------  ---------------
       3.1      Restated Articles of Incorporation of the
                Company (1)

       3.2      Amended and Restated By-Laws of the Company (1)

       4.1      Form of Warrant Agreement between the Company
                and Firstar Trust Company (1)

       4.2      Form of Redeemable Warrant (1)

      10.1      AT&T Management Company Commission Agreement,
                dated as of December 16, 1995, by and between
                the Company and AT&T Communications, Inc.
                ("AT&T") (1) (2)

      10.2      Amendment No. 1 to AT&T Management Company
                Commission Agreement, dated as of January 16,
                1996, by and between the Company and AT&T (1)

      10.3      Amendment No. 2 to AT&T Management Company
                Commission Agreement, dated as of January 16,
                1996, by and between the Company and AT&T (1)
                (2)

      10.4      Memorandum of Understanding dated July 5, 1995
                regarding the development of DSP technology
                (1)

      10.5      Technical Evaluation Agreement dated July 18,
                1996 regarding the development of DSP
                technology (1)

      10.6      Credit Agreement dated as of May 31, 1994, by
                and between the Company and Berthel Fisher &
                Company Leasing, Inc. (1)

      10.7      Letter Agreement dated September 12, 1995 by
                and between the Company and J.C. Poss & Co.,
                Inc. (1)

      10.8      Indemnification Agreement, dated as of March
                3, 1995, by and between the Company and
                Larken, Inc. (1)
<PAGE>   11
    10.9        Bi-Party Intelli-Max Billing Agreement, dated
                as of May 8, 1992, by and between the Company
                and Intellicall Inc. (1)

    10.10       Restructuring Agreement, dated as of December
                31, 1994, by and between the Company and
                Intellicall, Inc. (1)

    10.11       $1,000,000 Preferred Stock Subordinated Note
                from the Company to Intellicall, Inc. (1)

    10.12       License Agreement dated May 31, 1994 by and
                between the Company and Intellicall, Inc. (1)

    10.13       Account Purchase Agreement dated June 25,
                1992, by and between the Company and OAN
                Services, Inc. (1)

    10.14       Operator Billing and Related Services
                Agreement, dated May 11, 1992, by and between
                the Company and OAN Services, Inc. (1)

    10.15       1993 Stock Option Plan (1) (3)

    10.16       Unit Purchase Warrant to purchase 41,667
                Units, dated August 5, 1996, from the Company
                to George N. McDonald (1)

    10.17       Promissory Note in the principal amount of
                $250,000 dated August 1, 1996, from the
                Company to George N. McDonald (1)

    10.18       Letter Agreement, dated August 5, 1996, by and
                between the Company and George N. McDonald (1)

    10.19       Credit Agreement, dated as of May 31, 1994, by
                and between the Company and Telecommunications
                Income Fund X, L.P. (1)

    10.20       Credit Agreement, dated as of May 31, 1994, by
                and between the Company and Telecommunications
                Income Fund IX, L.P. (1)

    10.21       Lease Agreement for Lease #076-18000-012,
                dated as of February 27, 1996, by and between
                the Company and Berthel Fisher & Company
                Leasing, Inc. as agent for Telecommunications
                Income Fund X, L.P. (1)



                                       ii
<PAGE>   12

    10.22       Lease Agreement for Lease #074-18000-016,
                dated as of June 14, 1996, by and between the
                Company and Berthel Fisher & Company Leasing,
                Inc. as agent for Telecommunications Income
                Fund IX, L.P. (1)

    10.23       Lease Agreement for Lease #076-18000-017,
                dated as of July 3, 1996, by and between the
                Company and Berthel Fisher & Company Leasing,
                Inc. as agent for Telecommunications Income
                Fund X, L.P. (1)

    10.24       Modification Agreement for 21 Leases, dated as
                of May 30, 1996, by and between the Company
                and Berthel Fisher & Company Leasing, Inc. as
                agent for Telecommunications Income Fund IX,
                L.P. (1)

    10.25       Modification Agreement for Lease
                #063-17000-001, dated as of May 30, 1996, by
                and between the Company and Berthel Fisher &
                Company Leasing, Inc. (1)

    10.26       Modification Agreement for Lease
                #076-17000-443, dated as of May 30, 1996, by
                and between the Company and Berthel Fisher &
                Company Leasing, Inc. as agent for
                Telecommunications Income Fund X, L.P. (1)

    10.27       Modification Agreement for Lease
                #076-17000-943, dated as of May 30, 1996, by
                and between the Company and Berthel Fisher &
                Company Leasing, Inc. as agent for
                Telecommunications Income Fund X, L.P. (1)

    10.28       Modification Agreement for Lease
                #076-18000-012, dated as of May 30, 1996, by
                and between the Company and Berthel Fisher &
                Company Leasing, Inc. as agent for
                Telecommunications Income Fund X, L.P. (1)

    10.29       Modification Agreement for Lease
                #076-46698-000, dated as of May 30, 1996, by
                and between the Company and Berthel Fisher &
                Company Leasing, Inc. as agent for
                Telecommunications Income Fund X, L.P. (1)

    10.30       Equipment Lease #076-17000-443, dated as of
                May 31, 1994, by and between the Company and
                Berthel Fisher & Company Leasing, Inc. (1)



                                      iii
<PAGE>   13

    10.31       Equipment Lease #076-46698-000, dated as of
                January 18, 1995, by and between the Company
                and Berthel Fisher & Company Leasing, Inc. as
                agent for Telecommunications Income Fund X,
                L.P. (1)

    10.32       Equipment Lease/Purchase Agreement
                #063-18000-000, dated as of May 30, 1996, by
                and between the Company and Berthel Fisher &
                Company Leasing, Inc. (1)

    10.33       Assignment of Lease of Security Agreement,
                dated as of May 31, 1994, from Berthel Fisher
                & Company Leasing, Inc. to Telecommunications
                Income Fund X, L.P. (1)

    10.34       Demand Note for $50,000, dated as of December
                26, 1995, between the Company and Berthel
                Fisher & Company Leasing, Inc. (1)

    10.35       Demand Note for $200,000, dated as of January
                25, 1996, by and between the Company and
                Berthel Fisher & Company Leasing, Inc. (1)

    10.36       Demand Note for $200,000, dated as of January
                31, 1996, by and between the Company and
                Berthel Fisher & Company Leasing, Inc. (1)

    10.37       Demand Note for $100,000, dated as of February
                27, 1996, by and between the Company and
                Berthel Fisher & Company Leasing, Inc. (1)

    10.38       Equipment Lease, dated as of August 16, 1995,
                by and between the Company and Harvey Leasing.
                (1)

    10.39       Lease Agreement for Lease #074-18000-004,
                dated as of November 30, 1995, by and between
                the Company and Berthel Fisher & Company
                Leasing, Inc. as agent for Telecommunications
                Income Fund IX, L.P. (1)

    10.40       Lease Agreement for Lease #074-18000-005,
                dated as of November 30, 1995, by and between
                the Company and Berthel Fisher & Company
                Leasing, Inc. as agent for Telecommunications
                Income Fund IX, L.P. (1)



                                       iv
<PAGE>   14

     10.41      Lease Agreement for Lease #074-18000-006,
                dated as of November 30, 1996, by and between
                the Company and Berthel Fisher & Company
                Leasing, Inc. as agent for Telecommunications
                Income Fund IX, L.P. (1)

     10.42      Employment Agreement, dated as of August 16,
                1996, by and between the Company and Guy O.
                Murdock. (1) (3)

     10.43      Employment Agreement, dated as of August 16,
                1996, by and between the Company and Colin P.
                Halford. (1) (3)

     10.44      Employment Agreement, dated as of August 16,
                1996, by and between the Company and David F.
                Schultz. (1) (3)

     10.45      Employment Agreement, dated as of August 16,
                1996, by and between the Company and Bill R.
                Wharton. (1) (3)

     10.46      Amendment No. 3 to AT&T Management Company
                Commission Agreement, executed on December 13,
                1996, by and between the Company and AT&T (4)

     10.47      Asset Purchase Agreement, dated December 13,
                1996, by and between the Company and
                Interactive Communications Inc.

     24         Power of Attorney (included as part of the
                signature page hereof)

     27         Financial Data Schedule (4)

-----------
(1)  Filed as an exhibit to the Company's Registration Statement on Form SB-2
     (File No. 333-05422C) and incorporated herein by reference.

(2)  Portions of these exhibits were granted confidential treatment by the
     Securities and Exchange Commission by order dated October 21, 1996.

(3)  Management contract or compensation plan required to be filed as an
     exhibit to this annual report on Form 10-KSB.


                                       v
<PAGE>   15

(4)  Previously filed as an exhibit to the Company's annual report on Form
     10-KSB filed with the Securities and Exchange Commission on March 31,
     1997.

                                       vi