**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**







**FORM
      20-F/A**


(Amendment
      No. 1)





o
            **REGISTRATION
                STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE
                ACT OF 1934**ORx
            **ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**
              **—****For
                the fiscal year ended December 31, 2007**ORo
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**
              **—****For
                the transition period from __________ to
                __________**ORo
            **SHELL
                COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                EXCHANGE
                ACT OF 1934**





Commission
      file number 001-33692




**CHINA
      DIGITAL TV HOLDING CO., LTD.**


(Exact
      Name of Registrant as Specified in Its Charter)




**N/A**
            **Cayman
                Islands**(Translation
                of Registrant’s Name Into English)
            (Jurisdiction
                of Incorporation or Organization)





**Jingmeng
      High-Tech Building B, 4th Floor**


**No.
      5 Shangdi East Road**


**Haidian
      District, Beijing 100085**


**People’s
      Republic of China**


(Address
      of Principal Executive Offices)




**Yuan
        Yuan**
 **China
        Digital TV Holding Co., Ltd.**
 **Jingmeng
        High-Tech Building B, 4th Floor**
 **No.
        5 Shangdi East Road**
 **Haidian
        District, Beijing 100085**
 **People’s
        Republic of China**
 **Email:
        ir@chinadtv.cn**
 **Telephone:
        (+86 10) 6297 1199**
 **Fax:
        (+86 10) 6297 5009**
 (Name,
        Telephone, Email and/or Facsimile Number and Address of Company Contact
        Person)


Securities
      registered or to be registered pursuant to Section 12(b) of the
      Act:




Title of Each Class
            
            Name of Each Exchange On Which RegisteredOrdinary shares, par value US$0.0005 per share*
              American depositary shares, each representing one
              ordinary
                share
            
            New
                York Stock Exchange




_____________________


*
              Not
                  for trading, but only in connection with the listing on the New
                  York Stock
                  Exchange of American depositary shares, or ADSs, each representing
                  one
                  ordinary share.


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




None


(Title
      of
      Class)





Securities
      for which there is a reporting obligation pursuant to Section 15(d) of the
      Act:




None


(Title
      of
      Class)





Indicate
      the number of outstanding shares of each of the issuer’s classes of capital or
      common stock as of the close of the period covered by the annual
      report.




As
      of
      December 31, 2007, 57,296,932 ordinary shares, par value US$0.0005 per share,
      were issued and outstanding.




Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act. Yes  No √




If
      this
      report is an annual or transition report, indicate by check mark if the
      registrant is not required to file reports pursuant to Section 13 or 15(d)
      of
      the Securities Exchange Act of 1934. Yes  No √




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 √ No




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one):




Large
      Accelerated Filer  Accelerated Filer  Non-Accelerated Filer √




Indicate
      by check mark which basis of accounting the registrant has used to prepare
      the
      financial statement included in this filing:




U.S.
      GAAP √




International
      Financial Reporting Standards as issued by the International Accounting
      Standards Board __




Other
      __




If
      “Other” has been checked in response to the previous question, indicate by check
      mark which financial statement item the registrant has elected to follow.
      Item 17 __ Item 18 __




If
      this
      is an annual report, indicate by check mark whether the registrant is a shell
      company (as defined in Rule 12b-2 of the Exchange Act). Yes __ No √









**Explanatory
      Note**


This
        Amendment No. 1 on Form 20-F/A (this “Amendment No.1”) to our annual report on
        Form 20-F for the year ended December 31, 2007, filed with the Securities
        and
        Exchange Commission on June 18, 2008 (the “Original Form 20-F”), is filed solely
        for the purpose of adding the name, telephone, e-mail, facsimile number
        and address of company contact person on the cover page as set forth below:
  Yuan
        Yuan
 China
        Digital TV Holding Co., Ltd.
 Jingmeng
        High-Tech Building B, 4th Floor
 No.
        5
        Shangdi East Road
 Haidian
        District, Beijing 100085
 People’s
        Republic of China
 Email:
        ir@chinadtv.cn
 Telephone:
        (+86 10) 6297 1199
 Fax:
        (+86
        10) 6297 5009
  This
        Amendment No.1 speaks as of the filing date of the Original Form 20-F. Other
        than as set forth above, this Amendment No.1 does not, and does not purport
        to,
        amend, update or restate any other information or disclosure included in
        the
        Original Form 20-F or reflect any events that have occurred after the filing
        date of the Original Form 20-F.




**SIGNATURES**




The
      registrant hereby certifies that it meets all of the requirements for filing
      on
      Form 20-F/A and that it has duly caused and authorized the undersigned to
      sign this amendment to its annual report on Form 20-F for the year ended
      December 31, 2007 on its behalf.




**CHINA
                DIGITAL TV HOLDING CO., LTD.**By:
            /s/
                Jianhua ZhuName:
                Jianhua ZhuTitle:
                Director and Chief Executive
                Officer





Date:
      June 23, 2008