Exhibit 4.1  



	COMMON STOCK	 	 	 	PAR VALUE $0.01
	 	 	 	 	[PICTURE]	 	 	 	 
	 	 	PA	 	 	 	 	 	 
	

    	
 	

 	
 	

 	
 	

 	
 	

 
	This Certificate is transferable in

Canton, MA, Jersey City, NJ or

New York, NY	 	 	 	CUSIP 69831Y 10 5
 SEE REVERSE FOR CERTAIN DEFINITIONS
	 	 	PanAmSat Holding Corporation
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	 	 
	

    	
 	

 	
 	

 	
 	

 	
 	

 
	 	 	THIS CERTIFIES THAT	 	 
	 	 	    	 	 
	 	 	    	 	 
	 	 	    	 	 
	

    	
 	

 	
 	

 	
 	

 	
 	

 
	 	 	Is the owner of	 	 
	 	 	    	 	 
	 	 	    	 	 
	 	 	    	 	 
	 	 	FULLY PAID AND NON ASSESSABLE SHARES OF COMMON STOCK OF	 	 
	 	 	PanAmSat Holding Corporation (herein called the "Corporation") transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate and the shares represented hereby are subject to all of the terms, conditions and limitations of the Amended and Restated Certificate of Incorporation, and all amendments thereto, and the Amended and Restated Bylaws of the
Corporation and all amendments thereto, to all of which the holder of this certificate assents by acceptance hereof. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.	 	 
	 	 	        Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.	 	 
	

    	
 	

 	
 	

 	
 	

 	
 	

 
	Dated:	 	 	 	 	 	 	 	 
	 	 	 	 	[SEAL]	 	 	 	 
	

    	
 	

 	
 	

 	
 	

 	
 	

 
	[ILLEGIBLE]

Secretary	 	 	 	[ILLEGIBLE]

Chief Executive Officer









PanAmSat Holding Corporation  


        THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. 



        The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or regulations:  



	TEN COM	—	 	as tenants in common	 	 	 	UNIF GIFT MIN ACT	—	 	
	 	Custodian	 	

	TEN ENT	—	 	as tenants by the entireties	 	 	 	 	 	 	(Cust)	 	 	 	(Minor)
	JT TEN	—	 	as joint tenants with right of survivorship and not as tenants in common	 	 	 	 	 	 	under Uniform Gifts to Minors Act

    
 (State)




Additional abbreviations may also be used though not in the above list. 


        For value received,
                                         
                                          
                                 hereby sell, assign and transfer unto
 



	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFICATION NUMBER OF ASSIGNEE


    
	 	 	 	 	 
	

    
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
	    

	

    

	

    
	
Shares
	of the capital stock represented by the within Certificate and do hereby irrevocably constitute and appoint
	    
	 	Attorney
	to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.





	        	 	 	 	 
	

Dated:	
 	

    
	
 	

 
	

 	
 	

 	
 	



NOTICE: The signature to this assignment must correspond with the name as written upon the face of the Certificate, in every particular, without alteration or enlargement or any change whatever.