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                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM 10-K/A

[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

                                      OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(b) OF THE SECURITIES 
     EXCHANGE ACT OF 1934

    For the transition period from _________________ to ___________________.

                       Commission file number: 333-3980

                 ECHOSTAR SATELLITE BROADCASTING CORPORATION
            (Exact name of registrant as specified in its charter)

                COLORADO                                 84-1337871
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
     incorporation or organization)

        90 INVERNESS CIRCLE EAST
          ENGLEWOOD, COLORADO                               80112   
(Address of principal executive offices)                  (Zip Code)


      Registrant's telephone number, including area code: (303) 799-8222

      Securities registered pursuant to Section 12(b) of the Act:  NONE

      Securities registered pursuant to Section 12(g) of the Act:  NONE

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

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. [X]

     As of March 17, 1997, Registrant's outstanding voting stock consisted of
1,000 shares of Common Stock, $0.01 par value.

     THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS
(J)(1)(a) AND (b) OF FORM 10-K AND IS THEREFORE FILING THIS ANNUAL REPORT ON
FORM 10-K WITH THE REDUCED DISCLOSURE FORMAT.

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

                     DOCUMENTS INCORPORATED BY REFERENCE

     The following documents are incorporated into this Form 10-K by reference:

     None.

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


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                                TABLE OF CONTENTS

     PURSUANT TO RULE 12b-32 OF THE SECURITIES EXCHANGE ACT OF 1934, AS 
AMENDED, INFORMATION NOT CONTAINED HEREIN IS INCORPORATED BY REFERENCE TO THE 
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 
1996 FILED ON MARCH 31, 1997.

                                     PART I

Item 1.   Business..........................................................   *
Item 2.   Properties........................................................   *
Item 3.   Legal Proceedings.................................................   *
Item 4.   Submission of Matters to a Vote of Security Holders...............  **

                                    PART II

Item 5.   Market for Registrant's Common Equity and Related
            Stockholder Matters.............................................   *
Item 6.   Selected Financial Data...........................................  **
Item 7.   Management's Narrative Analysis of the Results of Operations......   *
Item 8.   Financial Statements and Supplementary Data.......................   *
Item 9.   Changes In and Disagreements with Accountants on Accounting 
            and Financial Disclosure........................................   *

                                    PART III

Item 10.  Directors and Executive Officers of Registrant....................  **
Item 11.  Executive Compensation............................................  **
Item 12.  Security Ownership of Certain Beneficial Owners and Management....  **
Item 13.  Certain Relationships and Related Transactions....................  **
                                       
                                    PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K... E-1

(a) (1)   Financial Statements..............................................   *

(a) (2)   Financial Statement Schedules.....................................   *

(a) (3)   Exhibits.

          See the Index to Exhibits on page E-1 for a listing of the 
          exhibits that are filed as part of this amendment to the Annual
          Report.

(b)       Reports on Form 8-K...............................................   *


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*   Not amended.

**  This item has been omitted pursuant to the reduced disclosure format as 
    set forth in General Instructions (J)(1)(a) and (b) of Form 10-K.





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                                    PART IV

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

 (a)(3)   INDEX TO EXHIBITS

   2.1    Amended and Restated Agreement for Exchange of Stock and Merger, dated
          as of May 31, 1995, by and among EchoStar Communications Corporation,
          a Nevada corporation formed in April 1995 ("EchoStar"), Charles W.
          Ergen and EchoStar (incorporated by reference to Exhibit 2.2 to the
          Registration Statement on Form S-1, Registration No. 33-91276).

   2.2    Plan and Agreement of Merger made as of December 21, 1995 by and among
          EchoStar, Direct Broadcasting Satellite Corporation, a Colorado
          Corporation ("MergerCo") and Direct Broadcasting Satellite
          Corporation, a Delaware Corporation ("DBSC") (incorporated by
          reference to Exhibit 2.3 to the Registration Statement on Form S-4,
          Registration No. 333-03584).

   2.3    Merger Trigger Agreement entered into as of December 21, 1995 by and
          among EchoStar, MergerCo and Direct Broadcasting Satellite
          Corporation, a Delaware Corporation ("DBSC") (incorporated by
          reference to Exhibit 2.3 to the Registration Statement on Form S-4,
          Registration No. 333-03584).

   3.1(a) Amended and Restated Articles of Incorporation of EchoStar
          (incorporated by reference to Exhibit 3.1(a) to the Registration
          Statement on Form S-1, Registration No. 33-91276).

   3.1(b) Bylaws of EchoStar (incorporated by reference to Exhibit 3.1(b) to the
          Registration Statement on Form S-1, Registration No. 33-91276).

   4.1    Indenture of Trust between Dish, Ltd. and First Trust National
          Association ("First Trust"), as Trustee (incorporated by reference to
          Exhibit 4.1 to the Registration Statement on Form S-1 of Dish, Ltd.,
          Registration No. 33-76450).

   4.2    Warrant Agreement between EchoStar and First Trust, as Warrant Agent
          (incorporated by reference to Exhibit 4.2 to the Registration
          Statement on Form S-1 of Dish, Ltd., Registration No. 33-76450).

   4.3    Security Agreement in favor of First Trust, as Trustee under the
          Indenture of Trust between Dish, Ltd. and First Trust, as Trustee
          Exhibit 4.1 (incorporated by reference to Exhibit 4.3 to the
          Registration Statement on Form S-1 of Dish, Ltd., Registration No.
          33-76450).

   4.4    Escrow and Disbursement Agreement between Dish, Ltd. and First Trust
          (incorporated by reference to Exhibit 4.4 to the Registration
          Statement on Form S-1 of Dish, Ltd., Registration No. 33-76450).

   4.5    Pledge Agreement in favor of First Trust, as Trustee under the
          Indenture of Trust between Dish, Ltd. and First Trust, as Trustee
          (incorporated by reference to Exhibit 4.5 to the Registration
          Statement on Form S-1 of Dish, Ltd., Registration No. 33-76450).

   4.6    Intercreditor Agreement among First Trust, Continental Bank, N.A. and
          Martin Marietta Corporation ("Martin Marietta") (incorporated by
          reference to Exhibit 4.6 to the Registration Statement on Form S-1 of
          Dish, Ltd., Registration No. 33-76450).

   4.7    Series A Preferred Stock Certificate of Designation of EchoStar
          (incorporated by reference to Exhibit 4.7 to the Registration
          Statement on Form S-1 of EchoStar, Registration No. 33-91276).

   4.8    Registration Rights Agreement by and between EchoStar and Charles W.
          Ergen (incorporated by reference to Exhibit 4.8 to the Registration
          Statement on Form S-1 of EchoStar, Registration No. 33-91276).


                                    E-1

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   4.9    Indenture of Trust between ESBC and First Trust, as Trustee
          (incorporated by reference to Exhibit 4.9 to the Annual Report on Form
          10-K of EchoStar for the year ended December 31, 1995, Commission File
          No. 0-26176).

   4.10   Security Agreement of ESBC in favor of First Trust, as Trustee under
          the Indenture of Trust between ESBC and First Trust (incorporated by
          reference to Exhibit 4.10 to the Annual Report on Form 10-K of
          EchoStar for the year ended December 31, 1995, Commission File No.
          0-26176).

   4.11   Escrow and Disbursement Agreement between ESBC and First Trust
          (incorporated by reference to Exhibit 4.11 to the Annual Report on
          Form 10-K of EchoStar for the year ended December 31, 1995, Commission
          File No. 0-26176).

   4.12   Pledge Agreement of ESBC in favor of First Trust, as Trustee under the
          Indenture of Trust between ESBC and First Trust (incorporated by
          reference to Exhibit 4.12 to the Annual Report on Form 10-K of
          EchoStar for the year ended December 31, 1995, Commission File No.
          0-26176).

   4.13   Pledge Agreement of EchoStar in favor of First Trust, as Trustee under
          the Indenture of Trust between ESBC and First Trust (incorporated by
          reference to Exhibit 4.13 to the Annual Report on Form 10-K of
          EchoStar for the year ended December 31, 1995, Commission File No. 
          0-26176).

   4.14   Registration Rights Agreement by and between the ESBC, EchoStar, Dish,
          Ltd., New DBSC and Donaldson, Lufkin & Jenrette Securities Corporation
          (incorporated by reference to Exhibit 4.14 to the Annual Report on
          Form 10-K of EchoStar for the year ended December 31, 1995, Commission
          File No. 0-26176).

  10.1(a) Satellite Construction Contract, dated as of February 6, 1990, between
          EchoStar Satellite Corporation ("ESC") and Martin Marietta Corporation
          as successor to General Electric EchoStar, Astro-Space Division
          ("General Electric") (incorporated by reference to Exhibit 10.1(a) to
          the Registration Statement on Form S-1 of Dish, Ltd., Registration No.
          33-76450).

  10.1(b) First Amendment to the Satellite Construction Contract, dated as of
          October 2, 1992, between ESC and Martin Marietta as successor to
          General Electric (incorporated by reference to Exhibit 10.1(b) to the
          Registration Statement on Form S-1 of Dish, Ltd., Registration 
          No. 33-76450).

  10.1(c) Second Amendment to the Satellite Construction Contract, dated as of
          October 30, 1992, between ESC and Martin Marietta as successor to
          General Electric (incorporated by reference to Exhibit 10.1(c) to the
          Registration Statement on Form S-1 of Dish, Ltd., Registration 
          No. 33-76450).

  10.1(d) Third Amendment to the Satellite Construction Contract, dated as of
          April 1, 1993, between ESC and Martin Marietta (incorporated by
          reference to Exhibit 10.1(d) to the Registration Statement on Form S-1
          of Dish, Ltd., Registration No. 33-76450).

  10.1(e) Fourth Amendment to the Satellite Construction Contract, dated as of
          August 19, 1993, between ESC and Martin Marietta (incorporated by
          reference to Exhibit 10.1(e) to the Registration Statement on Form S-1
          of Dish, Ltd., Registration No. 33-76450).

  10.1(f) Form of Fifth Amendment to the Satellite Construction Contract,
          between ESC and Martin Marietta (incorporated by reference to Exhibit
          10.1(f) to the Registration Statement on Form S-1 of EchoStar,
          Registration No. 33-81234).


  10.1(g) Sixth Amendment to the Satellite Construction Contract, dated as of 
          June 7, 1994, between ESC and Martin Marietta (incorporated by 
          reference to Exhibit 10.1(g) to the Registration Statement on Form S-1
          of Dish, Ltd., Registration No. 33-81234).


                                    E-2

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  10.1(h) Eighth Amendment to the Satellite Construction Contract, dated as of
          July 18, 1996, between ESC and Martin Marietta (incorporated by
          reference to Exhibit 10.1(h) to the Form 10-Q of EchoStar as of June
          30, 1996, Commission File No. 0-26176).

  10.2    Master Purchase and License Agreement, dated as of August 12, 1986,
          between Houston Tracker Systems, Inc. ("HTS") and Cable/Home
          Communications Corp. (a subsidiary of General Instruments Corporation)
          (incorporated by reference to Exhibit 10.4 to the Registration
          Statement on Form S-1 of Dish, Ltd., Registration No. 33-76450).

  10.3    Master Purchase and License Agreement, dated as of June 18, 1986,
          between Echosphere and Cable/Home Communications Corp. (a subsidiary
          of General Instruments Corporation) (incorporated by reference to
          Exhibit 10.5 to the Registration Statement on Form S-1 of Dish, Ltd.,
          Registration No. 33-76450).

  10.4    Merchandising Financing Agreement, dated as of June 29, 1989, between
          Echo Acceptance Corporation ("EAC") and Household Retail Services,
          Inc. (incorporated by reference to Exhibit 10.6 to the Registration
          Statement on Form S-1 of Dish, Ltd., Registration No. 33-76450).

  10.5    Key Employee Bonus Plan, dated as of January 1, 1994 (incorporated by
          reference to Exhibit 10.7 to the Registration Statement on Form S-1 of
          Dish, Ltd., Registration No. 33-76450).* 

  10.6    Consulting Agreement, dated as of February 17, 1994, between ESC and
          Telesat Canada (incorporated by reference to Exhibit 10.8 to the
          Registration Statement on Form S-1 of Dish, Ltd., Registration No. 
          33-76450).

  10.7    Form of Satellite Launch Insurance Declarations (incorporated by
          reference to Exhibit 10.10 to the Registration Statement on Form S-1
          of Dish, Ltd., Registration No. 33-81234).

  10.8    Dish, Ltd. 1994 Stock Incentive Plan (incorporated by reference to
          Exhibit 10.11 to the Registration Statement on Form S-1 of Dish, Ltd.,
          Registration No. 33-76450).*

  10.9    Form of Tracking, Telemetry and Control Contract between AT&T Corp.
          and ESC (incorporated by reference to Exhibit 10.12 to the
          Registration Statement on Form S-1 of Dish, Ltd., Registration No. 
          33-81234).

  10.10   Manufacturing Agreement, dated as of March 22, 1995, between HTS and
          SCI Technology (incorporated by reference to Exhibit 10.12 to the
          Registration Statement on Form S-1 of Dish, Ltd., Commission File No.
          33-81234). 

  10.11   Manufacturing Agreement dated as of April 14, 1995 by and between ESC
          and Sagem Group (incorporated by reference to Exhibit 10.13 to the
          Registration Statement on Form S-1 of EchoStar, Registration No. 
          33-91276).

  10.12   Statement of Work, dated January 31, 1995 from EchoStar Satellite
          Corporation Inc. to Divicom Inc. (incorporated by reference to Exhibit
          10.14 to the Registration Statement on Form S-1, Registration No. 
          33-91276).

  10.13   Launch Services Contract, dated as of June 2, 1995, by and between
          EchoStar Satellite Corporation and Lockheed-Khrunichev-Energia
          International, Inc. (incorporated by reference to Exhibit 10.15 to the
          Registration Statement on Form S-1, Registration No. 33-91276).

  10.14   EchoStar 1995 Stock Incentive Plan (incorporated by reference to
          Exhibit 10.16 to the Registration Statement on Form S-1, Registration
          No. 33-91276).* 


                                     E-3

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 10.15(a) Eighth Amendment to Satellite Construction Contract, dated as of
          February 1, 1994, between DirectSat Corporation and Martin Marietta
          Corporation (incorporated by reference to Exhibit 10.17(a) to the Form
          10-Q of EchoStar as of June 30, 1996, Commission File No. 0-26176).

 10.15(b) Ninth Amendment to Satellite Construction Contract, dated as of
          February 1, 1994, between DirectSat Corporation and Martin Marietta
          Corporation (incorporated by reference to Exhibit 10.15 to the
          Registration Statement of Form S-4, Registration No. 333-03584).

 10.15(c) Tenth Amendment to Satellite Construction Contract, dated as of July
          18, 1996, between DirectSat Corporation and Martin Marietta
          Corporation (incorporated by reference to Exhibit 10.17(b) to Form 
          10-Q of EchoStar as of June 30, 1996, Commission File No. 0-26176).*

 10.16    Satellite Construction Contract, dated as of July 18, 1996, between
          EchoStar DBS Corporation and Lockheed Martin Corporation (incorporated
          by reference to Exhibit 10.17(b) to Form 10-Q of EchoStar as of June
          30, 1996, Commission File No. 0-26176).

 10.17    Confidential Amendment to Satellite Construction Contract between DBSC
          and Martin Marietta Corporation, dated as of May 31, 1995
          (incorporated by reference to Exhibit 10.15 to the Registration
          Statement of Form S-4, Registration No. 333-03584).

 10.18    Right and License Agreement by and among Houston Tracker Systems, Inc.
          and Asia Broadcasting and Communications Network, Ltd., dated December
          19, 1996 (incorporated by reference to Exhibit 10.18 to EchoStar's
          annual Report of Form 10-K for the year ended December 31, 1996).

 10.19    Agreement between Houston Tracker Systems, Inc. and EchoStar Satellite
          Corporation and ExpressVu Inc., dated January 8, 1997, as amended
          (incorporated by reference to Exhibit 10.19 to EchoStar's Annual
          Report in Form 10-K for the year ended of December 31, 1996).

 24       Powers of Attorney authorizing signature of Charles W. Ergen, David K.
          Moskowitz and James DeFranco.

 27       Financial Data Schedule.**

--------------------------
*    Constitutes a management contract or compensatory plan arrangement.

**   Previously filed.


                                    E-4


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                                 SIGNATURES

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

                        ECHOSTAR SATELLITE BROADCASTING CORPORATION


                        By:  /s/ STEVEN B. SCHAVER
                             ---------------------------------------------------
                             Steven B. Schaver
                             Chief Operating Officer and Chief Financial Officer

Date: April 7, 1997

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of EchoStar
Satellite Broadcasting Corporation and in the capacities and on the dates
indicated:

<TABLE>
Signature                         Title                                   Date
---------                         -----                                   ----
<S>                                <C>                                    <C>

  *                               Chief Executive Officer and Director    April 7, 1997
--------------------------        (PRINCIPAL EXECUTIVE OFFICER)
Charles W. Ergen


  /s/ STEVEN B. SCHAVER           Chief Operating Officer and             April 7, 1997
--------------------------        Chief Financial Officer
Steven B. Schaver                 (PRINCIPAL FINANCIAL OFFICER)


  /s/ JOHN R. HAGER               Controller                              April 7, 1997
--------------------------        (PRINCIPAL ACCOUNTING OFFICER)
John R. Hager



  *                                Director                               April 7, 1997
--------------------------
James DeFranco


  *                                Director                               April 7, 1997
--------------------------
David K. Moskowitz
</TABLE>


*    By:   /s/ STEVEN B. SCHAVER
        -------------------------------
          Steven B. Schaver
          Attorney-in-Fact