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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: 33-76450

                                   DISH, LTD.
             (Exact name of registrant as specified in its charter)

                NEVADA                                 88-0312499
   (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.........................................................   1
Item 2.   Properties.......................................................   3
Item 3.   Legal Proceedings................................................   3
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........................................................   5
Item 6.   Selected Financial Data..........................................   *
Item 7.   Management's Narrative Analysis of the Results of Operations.....   6
Item 8.   Financial Statements and Supplementary Data......................   8
Item 9.   Changes In and Disagreements with Accountants on Accounting
            and Financial Disclosure.......................................   8

                                  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
             the Annual Report on Form 10-K for the year ended December 31, 1996
             of EchoStar).

  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 the Annual
             Report of Form 10-K for the year ended December 31, 1996 of
             EchoStar).

  24         Powers of Attorney authorizing signature of Charles W. Ergen, R.
             Scott Zimmer and James DeFranco.

  27         Financial Data Schedule.**


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*  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, Dish, Ltd. has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                       DISH, LTD.


                       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 Dish, Ltd.
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
---------------------------
R. Scott Zimmer

</TABLE>

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