UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-Q


            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1999


                           Commission File No. 0-22531

                              PanAmSat Corporation
             (Exact Name of Registrant as Specified in its Charter)

                Delaware                                        95-4607698
    (State or other Jurisdiction of                           (I.R.S. Employer
     Incorporation or Organization)                          Identification No.)

                     One Pickwick Plaza, Greenwich, CT 06830
                    (Address of Principal Executive Offices)

        Registrant's telephone number, including area code: 203-622-6664


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

As of September 30, 1999, an aggregate of 149,288,762 shares of the Company's
Common Stock were outstanding.




<PAGE>


Cautionary Statement for Purposes of the "Safe Harbor"
Provisions of the Private Securities Litigation Reform Act of 1995


This Quarterly Report on Form 10-Q contains certain forward-looking statements.
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for certain forward-looking statements. When used in this Quarterly Report on
Form 10-Q, the words "estimate," "plan," "project," "anticipate," "expect,"
"intend," "outlook," "believe" and other similar expressions are intended to
identify forward-looking statements and information. The Company identifies the
following important factors which could cause the Company's actual results to
differ materially from any results which might be projected, forecasted,
estimated or budgeted by the Company in forward-looking information: (i) risks
associated with technology (including without limitation, delayed launches,
launch failures and in-orbit failures), (ii) regulatory risks, including the
ability to obtain export licenses, (iii) risks associated with the Year 2000
issue and (iv) litigation. Such factors are more fully described in "Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations" of this Quarterly Report on Form 10-Q and in "Item 3. Legal
Proceedings" and under the captions "Risk Factors" and "Year 2000 Readiness
Disclosure" in "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998 (the "Form 10-K"). Reference is also
made to such other risks and uncertainties detailed from time to time in the
Company's other filings with the Securities and Exchange Commission. The Company
cautions that the foregoing list of important factors is not exclusive.
Furthermore, the Company operates in an industry sector where securities values
may be volatile and may be influenced by economic and other factors beyond the
Company's control.


                                       2

<PAGE>

<TABLE>
<CAPTION>
                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                              PANAMSAT CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                        (In Thousands, Except Share Data)
<S>                                                                              <C>                  <C>
                                                                                 September 30,         December 31,
                                                                                     1999                 1998
                                                                                 -----------          ------------
                                                                                 (Unaudited)
ASSETS

CURRENT ASSETS:
 Cash and cash equivalents                                                          $  6,834             $177,542
 Accounts receivable-net                                                              41,961               63,326
 Net investment in sales-type leases                                                  23,277               22,595
 Prepaid expenses and other                                                           58,090               38,692
 Deferred income taxes                                                                16,404               36,438
 Insurance claim receivable                                                          295,684                    -
                                                                                 -----------          -----------
Total current assets                                                                 442,250              338,593

SATELLITES AND OTHER PROPERTY AND
 EQUIPMENT-Net                                                                     3,063,292            2,895,191

NET INVESTMENT IN SALES-TYPE LEASES                                                  155,885              173,382

GOODWILL-Net of amortization                                                       2,384,818            2,433,538

DEFERRED CHARGES                                                                      69,968               49,793
                                                                                 -----------          -----------
TOTAL ASSETS                                                                     $ 6,116,213          $ 5,890,497
                                                                                 -----------         ------------


                        The accompanying notes are an integral part of these consolidated financial statements

</TABLE>


                                       3

<PAGE>

<TABLE>
<CAPTION>

                              PANAMSAT CORPORATION
                    CONSOLIDATED BALANCE SHEETS - (continued)
                        (In Thousands, Except Share Data)


<S>                                                                              <C>                 <C>
                                                                                 September 30,        December 31,
                                                                                  1999                 1998
                                                                                 -----------         ------------
                                                                                 (Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
 Accounts payable and accrued liabilities                                           $ 96,680             $ 88,005
 Deferred gains on sale-leasebacks                                                         -               34,303
 Deferred revenues                                                                     9,875               21,294
                                                                                 -----------          -----------
Total Current Liabilities                                                            106,555              143,602

DUE TO AFFILIATES (PRINCIPALLY MERGER-RELATED INDEBTEDNESS)                        1,798,976            1,788,353

LONG-TERM DEBT                                                                     1,002,814              750,056

DEFERRED GAINS ON SALE-LEASEBACKS                                                          -              121,477

DEFERRED INCOME TAXES                                                                308,436              231,373

DEFERRED CREDITS AND OTHER (PRINCIPALLY
   CUSTOMER DEPOSITS AND DEFERRED
   REVENUE)                                                                          113,829              111,239

ACCRUED OPERATING LEASEBACK EXPENSE                                                        -               55,982

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

TOTAL LIABILITIES                                                                  3,330,610            3,202,082
                                                                                 -----------          -----------

COMMITMENTS AND CONTINGENCIES
</TABLE>


                                       4
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                              <C>                  <C>


STOCKHOLDERS' EQUITY:
 Common Stock, $0.01 par value  --  400,000,000
  shares authorized; 149,288,762 and 149,231,121
  outstanding at September 30, 1999 and December 31, 1998,
   respectively                                                                        1,493                1,492
 Additional paid-in-capital                                                        2,506,474            2,504,316
 Retained earnings                                                                   277,636              182,607
                                                                                 -----------          -----------
Total stockholders' equity                                                         2,785,603            2,688,415
                                                                                 -----------          -----------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                                 $ 6,116,213          $ 5,890,497
                                                                                 -----------          -----------

 The accompanying notes are an integral part of these consolidated financial statements


</TABLE>


                                       5

<PAGE>


<TABLE>
<CAPTION>

                                                         PANAMSAT CORPORATION
                                             CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                                        For the Three Months Ended September 30, 1999 and 1998
                                                   (In Thousands, Except Share Data)

<S>                                                                              <C>                  <C>
                                                                                 September 30,        September 30,
                                                                                 1999                     1998
                                                                                 -----------          -----------
REVENUES:
  Operating leases, satellite services and other                                   $ 204,953            $ 179,750
  Outright sales and sales-type leases                                                 5,786                6,790
                                                                                 -----------          -----------
     Total revenues                                                                  210,739              186,540
                                                                                 -----------          -----------
OPERATING COSTS AND EXPENSES:
  Leaseback expense, net of deferred gain                                                  -               10,820
  Depreciation and amortization                                                       70,748               59,282
  Direct operating costs                                                              25,156               24,298
  Selling, general and administrative expenses                                        16,591               13,813
                                                                                 -----------          -----------
     Total operating costs and expenses                                              112,495              108,213
                                                                                 -----------          -----------
INCOME FROM OPERATIONS                                                                98,244               78,327

INTEREST EXPENSE, NET                                                                 30,286               23,902
                                                                                 -----------          -----------
INCOME BEFORE INCOME TAXES                                                            67,958               54,425

INCOME TAXES                                                                          33,962               24,500
                                                                                 -----------          -----------
NET INCOME                                                                        $   33,996            $  29,925
                                                                                 -----------          -----------
NET INCOME PER COMMON SHARE -- basic and diluted
                                                                                   $    0.23            $    0.20
                                                                                 -----------          -----------
Weighted average common shares outstanding                                       149,551,485          149,548,470
                                                                                 -----------          -----------

                        The accompanying notes are an integral part of these consolidated financial statements

</TABLE>

                                       6

<PAGE>

<TABLE>
<CAPTION>

                              PANAMSAT CORPORATION
                  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
              For the Nine Months Ended September 30, 1999 and 1998
                        (In Thousands, Except Share Data)

<S>                                                                              <C>                  <C>
                                                                                 September 30,        September 30,
                                                                                     1999                 1998
                                                                                 -----------          -----------
REVENUES:
  Operating leases, satellite services and other                                   $ 586,756           $  546,815
  Outright sales and sales-type leases                                                17,874               23,830
                                                                                 -----------          -----------
     Total revenues                                                                  604,630              570,645
                                                                                 -----------          -----------
OPERATING COSTS AND EXPENSES:
  Leaseback expense, net of deferred gain                                             15,391               36,404
  Depreciation and amortization                                                      206,955              178,199
  Direct operating costs                                                              76,079               70,845
  Selling, general and administrative expenses                                        47,254               42,111
  Provision for loss on Galaxy IV                                                          -                6,314
                                                                                 -----------          -----------
     Total operating costs and expenses                                              345,679              333,873
                                                                                 -----------          -----------
INCOME FROM OPERATIONS                                                               258,951              236,772

INTEREST EXPENSE, NET                                                                 82,970               70,542
                                                                                 -----------          -----------
INCOME BEFORE INCOME TAXES                                                           175,981              166,230

INCOME TAXES                                                                          80,952               73,200
                                                                                 -----------          -----------
NET INCOME                                                                         $  95,029            $  93,030
                                                                                 -----------          -----------
NET INCOME PER COMMON SHARE -- basic and diluted
                                                                                    $   0.64             $   0.62
                                                                                 -----------          -----------
Weighted average common shares outstanding
                                                                                 149,491,629          149,635,423
                                                                                 -----------          -----------
 The accompanying notes are an integral part of these consolidated financial statements

</TABLE>


                                       7
<PAGE>

                              PANAMSAT CORPORATION
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
              For the Nine Months Ended September 30, 1999 and 1998
                                 (In Thousands)

<TABLE>
<CAPTION>
<S>                                                                              <C>                  <C>
                                                                                 September 30,        September 30,
                                                                                    1999                  1998
                                                                                 -----------          -----------
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
Net income                                                                           $95,029             $ 93,030
Adjustments to reconcile net income to
 net cash provided by operating activities:
 Depreciation and amortization                                                       206,955              178,199
 Deferred income taxes                                                                97,097               40,092
 Amortization of gains on sale-leasebacks                                           (10,762)             (27,564)
 Amortization of debt issuance costs                                                   4,583                4,494
 Interest expense capitalized                                                       (43,465)             (45,956)
 Provision for uncollectible receivables                                             (1,680)                    -
 Provision for loss on Galaxy IV                                                           -                6,314
 Changes in assets and liabilities:
       Collections on investments in sales-type leases                                16,814               35,323
       Operating leases and other receivables                                         23,045             (44,916)
       Prepaid expenses and other assets                                            (48,181)               18,023
       Accounts payable and accrued liabilities                                     (36,457)              (5,288)
       Accrued operating leaseback expense                                          (18,624)             (34,228)
       Deferred gains and revenues                                                     6,352             (12,113)
                                                                                 -----------          -----------
       Net cash provided by operating activities                                     290,706              205,410
                                                                                 -----------          -----------
</TABLE>


                                       8

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                                 <C>                  <C>
CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures                                                                 (409,831)            (397,862)
 Early buy-out of sale-leasebacks (net of $124.1M of assumed
 indebtedness)                                                                        (245,335)            (155,530)
 Net book value of satellites recovered through insurance                                10,779              231,186
                                                                                    -----------          -----------
    Net cash used in investing activities                                             (644,387)            (322,206)
                                                                                    -----------          -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
 New borrowings (net of $124.1M of assumed indebtedness)                              1,440,000            1,165,000
 Repayments of long-term debt                                                       (1,255,000)            (964,566)
 Repayments of incentive obligations                                                    (4,184)             (31,423)
 Stock issued to 401(k) plan                                                              2,157                2,670
                                                                                    -----------          -----------
    Net cash provided by financing activities                                           182,973              171,681
                                                                                    -----------          -----------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
                                                                                      (170,708)               54,885

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                                                                                        177,542               91,739
                                                                                    -----------          -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD
                                                                                       $  6,834             $146,624
                                                                                    -----------          -----------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 Cash received for interest                                                            $  2,810             $  9,923
                                                                                    -----------          -----------
 Cash paid for interest                                                               $ 134,234            $ 112,976
                                                                                    -----------          -----------
 Cash paid for taxes                                                                   $  9,316             $  7,844
                                                                                    -----------          -----------

 The accompanying notes are an integral part of these consolidated financial statements
</TABLE>

                                       9

<PAGE>


                              PANAMSAT CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     (1) General

        These unaudited consolidated financial statements have been prepared in
        accordance with generally accepted accounting principles for interim
        financial information and with the instructions to Rule 10-01 of
        Regulation S-X. Accordingly, they do not include all of the information
        and footnotes required by generally accepted accounting principles for
        complete financial statements. In the opinion of management, all
        adjustments which are of a normal recurring nature necessary to present
        fairly the financial position, results of operations and cash flows as
        of and for the three and nine month periods ended September 30, 1999 and
        1998 have been made. Certain prior period amounts have been reclassified
        to conform with the current year's presentation. Operating results for
        the three months and nine months ended September 30, 1999 and 1998 are
        not necessarily indicative of the operating results for the full year.
        For further information, refer to the financial statements and footnotes
        thereto included in the Form 10-K.

     (2) Satellite Developments

        Reference is made to "Item 1. -- Business -- The Satellites -- Planned
        Satellites / Satellite Deployment Plan" and "Item 7. Management's
        Discussion and Analysis of Financial Condition and Results of Operations
        -- Spacecraft Developments and -- Satellite Deployment Plan" in the Form
        10-K for a detailed description of the Company's satellite fleet and its
        satellite expansion and restoration plan. For a discussion of certain
        delays related to the Company's launch and in-service dates for
        satellites under construction and development, see "Management's
        Discussion and Analysis of Financial Condition and Results of
        Operations-- Satellite Developments" in this Quarterly Report on Form
        10-Q.



                                       10
<PAGE>

                              PANAMSAT CORPORATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The Company's selected operating data shown below are not necessarily indicative
of future results.

SELECTED OPERATING DATA
<TABLE>
<CAPTION>
<S>                                                            <C>                                <C>
                                                                    Three Months Ended                 Nine Months Ended
                                                                       September 30,                      September 30,
                                                                 ------------------------         --------------------------
                                                                 (unaudited; in thousands)          (unaudited; in thousands)
                                                                 1999              1998             1999             1998

Operating leases, satellite services and other                 $204,953          $179,750         $586,756         $546,815
Outright sales and sales-type leases                              5,786             6,790           17,874           23,830
Total revenues                                                  210,739           186,540          604,630          570,645
Leaseback expense, net of deferred gain                               -            10,820           15,391           36,404
Direct operating and SG&A costs                                  41,747            38,111          123,333          112,956
Depreciation and amortization                                    70,748            59,282          206,955          178,199
Income from operations                                           98,244            78,327          258,951          236,772
Interest expense, net                                            30,286            23,902           82,970           70,542
Income tax expense                                               33,962            24,500           80,952           73,200


                                       11
</TABLE>

<PAGE>


                              PANAMSAT CORPORATION

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Revenues. Revenues were $210.7 million for the three months ended September
30, 1999 and $604.6 million for the nine months ended September 30, 1999. The
comparative analysis of revenues discussed below excludes the effects of a
one-time payment of approximately $15 million during the third quarter that was
associated with the termination of a direct-to-home (DTH) video services
agreement in India. Revenues increased $9.5 million, or 5%, to $196.0 million
for the three months ended September 30, 1999 from $186.5 million for the same
period in 1998. Revenues for the nine months ended September 30, 1999 were
$589.9, an increase of $19.3 million, or 3%, from $570.6 million for the same
period in 1998. These changes are principally a result of changes in the types
of service offerings that the Company provides.

     The Company provides video services which are primarily full-time,
part-time and occasional satellite services for the transmission of news,
sports, entertainment and educational programming worldwide. The Company also
provides telecommunications services which support satellite-based networks that
relay voice, video and data communications within individual countries,
throughout regions and on a global basis. Video services revenues were $139.8
million for the three months ended September 30, 1999, an increase of 3% from
the same period in 1998. Video services revenues were $419.5 million for the
nine months ended September 30, 1999, as compared to $417.7 million from the
same period in 1998. The increase in video services revenues for the three and
nine months ended September 30, 1999 was due primarily to the commencement of
new service agreements for full-time video distribution services.
Telecommunications services revenues were $46.1 million for the three months
ended September 30, 1999, an increase of 13% from the same period in 1998.
Telecommunications services revenues were $137.8 million for the nine months
ended September 30, 1999, an increase of 17% from the same period in 1998. The
increase in telecommunications services revenues was due primarily to the growth
in new data service agreements during 1999.

     Revenues can also be analyzed based on the type of agreement. Revenues from
sales and sales-type leases decreased to $5.8 million for the three months ended
September 30, 1999 from $6.8 million for the same period in 1998. Revenues from
sales and sales-type leases decreased to $17.9 million for the nine months ended
September 30, 1999 from $23.8 million for the same period in 1998. The decrease
for the three and nine months ended September 30, 1999 is attributable to a
lower volume in 1999 relative to 1998 of sales-type lease agreements
outstanding. Revenues from operating leases of transponders, satellite services
and other increased $10.4 million, or 6%, to $190.2 million for the three months
ended September 30, 1999 from $179.8 million for the same period in 1998.
Revenues from operating leases of transponders, satellite services and other
increased $25.2 million, or 5%, to $572.0 million for the nine months ended
September 30, 1999 from $546.8 million for the same period in 1998. The increase
in revenues from operating leases of transponders, satellite services and other
for the three and nine month

                                       12

<PAGE>


periods is due primarily to increased available transponder capacity on new
international satellites placed in service since the first quarter of 1998.

     Leaseback Expense, Net of Deferred Gain. For the three months ended
September 30, 1999, the Company recorded no leaseback expense, net of deferred
gain as compared to $10.8 million for the same period in 1998. Leaseback
expense, net of deferred gain, decreased $21.0 million, or 58%, to $15.4 million
for the nine months ended September 30, 1999 from $36.4 million for the same
period in 1998. These decreases are primarily attributable to the exercise by
the Company of certain sale-leaseback early buy-out options during 1998 and
1999.

     Direct Operating and Selling, General and Administrative Costs. Direct
operating and selling, general and administrative costs increased $3.6 million,
or 10%, to $41.7 million for the three months ended September 30, 1999 from
$38.1 million for the same period in 1998. Direct operating and selling, general
and administrative costs increased $10.4 million, or 9%, to $123.3 million for
the nine months ended September 30, 1999 from $113.0 million for the same period
in 1998. These increases are due primarily to direct costs associated with the
addition of three new satellites placed in service and costs associated with the
continued growth of the Company.

     Depreciation and Amortization. Depreciation and amortization increased
$11.5 million, or 19%, to $70.7 million for the three months ended September 30,
1999 from $59.3 million for the same period in 1998. Depreciation and
amortization for the nine months ended September 30, 1999 increased $28.8
million, or 16%, to $207.0 million from $178.2 million for the same period in
1998. The increase in depreciation and amortization for the three and nine month
periods is due primarily to depreciation expense associated with the addition of
three new satellites placed in service and the exercise by the Company of
sale-leaseback early buy-out opportunities.

     Income from Operations. Income from operations was $98.2 million for the
three months ended September 30, 1999 and $259.0 million for the nine months
ended September 30, 1999. Excluding the termination payment, as described in the
revenue discussion above, income from operations for the three months ended
September 30, 1999 increased $5.2 million, or 7%, to $83.5 million from $78.3
million for the same period in 1998. Income from operations increased $7.4
million, or 3%, to $244.2 million for the nine months ended September 30, 1999
from $236.8 million for the same period in 1998. The increase in income from
operations for the three and nine month periods ended September 30, 1999, is due
primarily to higher operating lease revenues coupled with lower leaseback
expense resulting from the exercises by the Company of sale-leaseback early
buy-out options during 1998 and 1999.

     Interest Expense, Net. Interest expense, net increased $6.4 million, or
27%, to $30.3 million for the three months ended September 30, 1999, from $23.9
million for the same period in 1998. Interest expense, net increased $12.4
million, or 18%, to $83.0 million for the nine months ended September 30, 1999
from $70.5 million for the same period in 1998. These increases are due
primarily to lower levels of interest income in 1999 and higher interest expense
resulting from new debt assumed in connection with the

                                       13

<PAGE>


exercise of an early buy-out opportunity under a sale-leaseback transaction as
discussed below.

     Income Tax Expense. Income tax expense increased $9.5 million, or 39%, to
$34.0 million for the three months ended September 30, 1999, from $24.5 million
for the same period in 1998. Income tax expense increased $7.8 million, or 11%,
to $81.0 million for the nine months ended September 30, 1999 from $73.2 million
for the same period in 1998. The increase in income tax expense for the three
and nine month periods ended September 30, 1999 is due primarily to an increase
in the effective tax rate level between 1999 and 1998 as a result of a reduction
in the estimated tax benefits available from the use of a foreign sales
corporation.

     Satellite Developments. Reference is made to "Item 1. -- Business -- The
Satellites -- Planned Satellites / Satellite Deployment Plan" and "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Spacecraft Developments and -- Satellite Deployment Plan" in the
Form 10-K for a detailed description of the Company's satellite fleet and its
satellite expansion and restoration plan.

     The Company currently has seven satellites under construction and
development by Hughes Space & Communications Company ("HSC"). As previously
reported by the Company on its Form 10-Q for the quarters ended March 31, 1999
and June 30, 1999, as a result of manufacturing delays communicated to the
Company by HSC in May 1999, the Company revised its satellite launch schedule.
Based upon information provided by HSC, the Company's current estimate of the
launch and in-service dates for the satellites under construction remains the
same as previously reported in its 10-Q for the quarter ended June 30, 1999. On
October 27, 1999, a Proton launch vehicle suffered a launch failure (that did
not carry any of the Company's Satellites). An investigation into the failure
has commenced, but a final report has not been issued. The Company is awaiting
the results of the investigation, but has not yet determined whether the Proton
launch failure will cause a delay in the launch of its Galaxy IV-R spacecraft,
which is currently scheduled for launch on a Proton launch vehicle.

     Regulatory Developments. The U.S. Congress recently added communications
satellites to the munitions list governed by the International Traffic in Arms
Regulations ("ITAR"), and transferred responsibility for licensing the export of
satellites and related technical information from the U.S. Commerce Department
to the State Department. With the new regulatory framework, transfer of
information related to satellites to launch providers, insurers, customers,
potential customers, non-U.S. employees, foreign regulatory bodies such as the
International Telecommunications Union and national telecommunications
authorities of other countries, and other non-U.S. persons has become more
difficult. The State Department's interpretation of the regulations as they
would be applied to the Company is not yet complete, but it is possible that
these regulations could adversely affect or delay the Company's ability to
launch and insure its satellites and to sell capacity to non-U.S. customers.



     Financial Condition. In addition to a term loan in the amount of $1.725
billion from Hughes Electronics Corporation, an affiliate of the Company, at
September 30, 1999 the


                                       14
<PAGE>


Company also had long-term indebtedness of $1,002.8 million (comprised primarily
of $750 million of public notes, $185.0 million of notes outstanding under the
Company's commercial paper program and $67.8 million of notes assumed in
connection with the exercise of an early buy-out opportunity under a
sale-leaseback transaction (see below)).

     The significant cash outlays for the Company will continue to be primarily
capital expenditures related to the construction and launch of satellites, debt
service costs and potential acquisitions. The Company now has seven satellites
under various stages of development for which the Company has budgeted capital
expenditures. The Company will require approximately $690 million for remaining
construction, insurance and launch costs relating to such satellites. In
addition to funding new satellites, the Company has exercised its remaining
early buy-out options under certain satellite sale-leaseback transactions
entered into in prior years. In January 1999, the Company funded outlays of
$141.3 million in cash in connection with the early buy-out of transponders on
the Galaxy VII satellite. On July 2, 1999, the Company executed the last of its
early buy-out opportunities on the Galaxy VII and Galaxy III-R satellites for a
total cost of approximately $104 million in cash, plus the assumption of $124
million of floating rate debt. As a result, the Company's cash, deferred gains
on sale-leasebacks and accrued operating leaseback expense balances have
declined from December 31, 1998. Other than indemnity obligations, the Company
no longer has any obligations under sale-leaseback agreements.

     In April 1999, the Company filed two insurance claims totaling $270 million
related to anomalies on its PAS-8 and PAS-5 satellites. These anomalies are more
specifically described in the Company's Form 10-K and 10-Q for the period ended
June 30, 1999. In August 1999, the Company filed an insurance claim for $96
million on its Galaxy VIIIi satellite for a partial loss primarily resulting
from battery cell failures, bringing the Company's total claimed losses to
approximately $366 million. In September, the Company met with its insurance
carriers and agreed to settle all of the claims for net cash to PanAmSat of
approximately $304 million, the difference representing salvage values to the
insurers on the satellites. The Company expects to receive these insurance
proceeds during the fourth quarter.

     During the third quarter, the Company's credit ratings were downgraded to
BBB-/A3 by Standard & Poor's. As a result, the Company expects that it will not
be practicable to issue commercial paper at the current rating level, and it
will instead draw upon its bank credit facility to fund its borrowing needs. In
a separate, unrelated transaction, the Company obtained an amendment to the bank
credit facility during the third quarter to modify a financial covenant
principally as a result of the impact of the manufacturing delays announced in
May 1999.

     PanAmSat believes that funds available from operations, insurance claims,
and its existing financing programs will be sufficient to fund its planned
obligations over the next twelve months. There can be no assurance, however,
that PanAmSat's assumptions with respect to future construction and launch costs
will be correct, or that funds available from its existing sources will be
sufficient to cover any shortfall in funding caused by launch failures, cost
overruns, delays or other unanticipated expenses. The failure to obtain such
funds could have a material adverse effect on PanAmSat's operations and its
ability to


                                     15


<PAGE>


accomplish its business plan. In addition, any strategic transactions
or other significant projects that the Company might undertake would require
additional financing, which financing would be subject to the terms of
PanAmSat's existing indebtedness.

     Net cash provided by operating activities increased to $290.7 million for
the nine months ended September 30, 1999, from $205.4 million for the nine
months ended September 30, 1998. The increase in 1999 was primarily attributable
to lower working capital offset by lower levels of deferred gain amortization
due to the exercise of early buy-out options.

     Net cash used in investing activities increased to $644.4 million for the
nine months ended September 30, 1999, from $322.2 million for the nine months
ended September 30, 1998. The increase in 1999 was primarily attributable to
increased capital expenditures for satellite systems under development and the
exercise of the remaining early buy-out options.

     Net cash provided by financing activities increased to $183.0 million for
the nine months ended September 30, 1999 from $171.7 million for the nine months
ended September 30, 1998. The increase in 1999 was primarily due to higher net
borrowings during the first nine months of 1999 associated with the Company's
satellites under construction and the exercise of its early buy-out
opportunities.

     Year 2000 Readiness Disclosure. Many of the world's computer systems
currently use a two-digit format, as opposed to a four digit format, to indicate
the year. If not modified, these computer systems will be unable to properly
recognize dates beyond the year 1999, which could lead to system failures and
business disruption in the U.S. and internationally. The Company's Year 2000
Plan ("Y2K Plan") addresses Year 2000 issues in the following phases:

              (i) identification of the Company's systems, equipment and
                  suppliers that may be vulnerable to Year 2000 issues;

              (ii) assessment of the areas identified to determine risks
                  associated with their failure to be Year 2000 compliant and
                  corrective actions that would be necessary to prevent such
                  failure;

              (iii) correction of affected systems and equipment;

              (iv) testing of systems and equipment to determine if Year 2000
                  compliant; and

              (v) contingency planning for reasonably likely worst-case
                  scenarios.

     PanAmSat commenced its Y2K Plan in 1997. A project team consisting of
members of the engineering, operations, and software development groups meets
regularly and is in charge of plan scheduling and implementation. Identification
of susceptible systems and assessment of the corrective actions has been
completed by all functional areas. Correction




                                       16
<PAGE>

and verification testing of affected systems are well underway and correction
and verification testing of all mission critical systems were completed during
the third quarter of 1999. Contingency planning and initial contingency testing
is complete and final contingency tests will be conducted during the fourth
quarter of 1999.

     None of the Company's primary assets, the in-orbit satellites, have
date-dependent processing and therefore they are not at substantial risk due to
Year 2000 issues. Stationkeeping operations for the Company's satellites are not
date-dependent and no real-time commands will be required at the time of the
date change.

     PanAmSat currently controls 21 satellites from its Long Beach, California
Operations Control Center (OCC), of which 16 of those satellites are owned or
leased by PanAmSat and 5 satellites are operated for third parties. All of
PanAmSat's domestic U.S. satellites and half of its international satellites are
operated by PanAmSat's OCC. The remaining international satellites, identified
below, are operated by third parties. Correction of the telemetry, tracking and
control ("TT&C") software for the PanAmSat operated satellites is the most
significant component of the Y2K Plan. The core TT&C software was delivered by
Raytheon, the software vendor, in March 1999. Modification of the
PanAmSat-unique sections of the software code began immediately and were
completed during the second quarter of 1999. Integration of the unique and
Raytheon sections of the software was also completed during the second quarter.
All subsystem-level and system level testing of the combined code is complete.
Installation of the software at remote TT&C sites was completed during September
1999. The ground control software is now compliant for all existing in-orbit
satellites operated by PanAmSat. Software for Galaxy XI, to be launched during
the fourth quarter of 1999, was delivered to PanAmSat during the third quarter
of 1999 and is Y2K compliant. Final testing of the entire software system,
including newly-delivered Y2K compliant software, is complete.

     Five of PanAmSat's international satellites are controlled by third party
satellite operators. PanAmSat has sent requests for compliance certification,
remediation schedules, and contingency plans to each of these operators. GE
Americom, operator of PAS-1, has responded that both the satellite and the TT&C
network are fully compliant. Optus, operator of PAS-4, completed remediation,
testing, and final installation of their ground control software during
September 1999. All of the ground hardware associated with operating PAS-4 has
also been verified to be Y2K compliant or judged to have no operational impact.
Space Systems/Loral, the operator of three of the Company's satellites (PAS-6,
PAS-7, and PAS-8), installed certain TT&C equipment required for PAS-6 during
October 1999. All ground hardware associated with operating PAS-7 and PAS-8 is
already compliant. Final documentation verifying Y2K compliance of all Space
Systems/Loral satellite control systems is expected during November 1999.
PanAmSat is continuing to work with its third-party operators to verify Y2K
compliance and to finalize appropriate contingency plans.

     PanAmSat has added Arianespace, the expected launch provider of the
Company's Galaxy XI and Galaxy X-R satellites, to its list of significant
service suppliers who are required to provide documentation of Y2K compliance.
Arianespace has provided information stating that remediation efforts to their
facilities, ground control systems, and launch vehicles are currently being
finalized. Remediation is complete for all aspects of



                                       17
<PAGE>


the Ariane 4 launch vehicle and preparation facilities. Final ground network
installations are also expected to be completed during the fourth quarter of
1999, as is a final qualification test of all Ariane systems.

     Compliance verification requests have been sent to all other identified
third-party equipment and system suppliers. PanAmSat's Y2K Plan team worked with
such suppliers to correct all non-compliant systems and most met our target
compliance date of June 30, 1999. All other vendors provided certification
during the third quarter of 1999 except as noted below.

     Upgrades to most compressed digital video (CDV) systems were completed in
September 1999. An older CDV system still occasionally used by PanAmSat for
services on PAS-1 is no longer supported by its vendor. The equipment is fully
compliant when operated in unencrypted mode rather than encrypted mode, and the
Company plans to replace the system when the existing services are transferred
to PAS-1R, which will not occur until 2000 due to a delay in the PAS-1R launch
date. Consequently, PanAmSat has begun operating the existing CDV equipment on
PAS-1 in unencrypted mode and will continue to operate in that mode until the
transfer of services to PAS-1R.

     Software upgrades for a remote payload monitoring system are in process and
will be completed during the fourth quarter of 1999. In addition, the Company is
acquiring a new carrier monitoring system ("CMS") for monitoring and
troubleshooting remote customer transmissions to replace the Company's existing
system (which is not Year 2000 compliant). While the Company has begun to
install the CMS at the Company's monitoring sites, the final site installation
may not occur until the first quarter of 2000. The mission critical function of
the existing system (real-time payload monitoring) will continue to operate, but
some data archiving functions may be affected.

     Verification of compliance has now been received from most third-party
fiber circuit providers, but several companies have yet to provide
certification. Replacement of a phone system in a regional sales office is
currently scheduled for the fourth quarter of 1999.

     The Company has also completed an evaluation of the various management
information systems used by the Company for financial and administrative
functions and has determined that such systems are largely Y2K compliant.
Upgrades to non-compliant hardware systems and software applications are now
complete. Modifications to and final testing of core business systems are
complete. Existing back-up procedures can be used to perform normal Company
financial and administrative functions in the event of potentially uncorrected
problems.

     PanAmSat has identified the potential loss of real-time satellite control
software functionality as a reasonably likely worst case scenario. For PanAmSat
and Optus operated satellites, a contingency plan involving the use of
back-dated processors installed at each of the primary TT&C locations has been
developed to maintain satellite control capability in the event the main
software processing system experiences a failure during a date rollover. By
having the primary and redundant processors running simultaneously but with
different system dates, the processors will experience the critical date
rollovers at


                                       18
<PAGE>


different times and ensure that at least one processor will be operational at
all times. Experienced satellite control personnel will also be deployed to the
primary TT&C sites. On site personnel and data processing capability also
eliminates the external fiber telecommunications lines from being a part of the
critical failure path. PanAmSat's formal contingency plans were completed in
March 1999 and contingency procedures were completed during the second quarter
of 1999. Installation of the extra data processors and preliminary testing at
the PanAmSat sites was completed in August 1999. Optus completed their
contingency plans and contingency processor installation during the third
quarter of 1999. Final contingency plan testing is underway and expected to be
complete during November 1999 at both PanAmSat and Optus.

     Internal efforts on Y2K projects have had a minimal impact on other non-Y2K
IT and non-IT projects. Any transition of activities currently being performed
by third-party Y2K solutions providers to internal resources could delay some
internal software projects.

     The Y2K Plan is funded from cash flows from the Company's operations.
Approximately $3.4 million has been incurred through September 30, 1999 in
connection with the Y2K Plan. Of this amount, approximately $250,000 was
incurred in 1998 and $200,000 during 1997. The total cost through completion of
the Y2K Plan is expected to be approximately $4.4 million. No assurance can be
given that the cost of the Y2K Plan will not increase.

     Based on its current assessment efforts, the Company does not believe that
Year 2000 issues will have a material adverse effect on the financial condition
or results of operations of the Company. The Company's Year 2000 issues,
however, and any potential business interruption, costs, damages, or losses
related thereto, are also dependent upon the Year 2000 compliance of third
parties, both domestic and international, such as governmental agencies, vendors
and suppliers. As a result, the Company is unable to determine at this time
whether Year 2000 issues for third parties will materially affect the Company.


                                       19

<PAGE>


                              PANAMSAT CORPORATION


                           PART II - OTHER INFORMATION



ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

       (a)  Exhibits

Exhibit No.

10.33.2       Amendment to the PanAmSat Corporation Long-Term Incentive Plan
              Established in 1997.*

10.42.2       Amendment to the Revolving Credit Agreement between Citibank and
              PanAmSat Corporation dated September 29, 1999.

10.56         PanAmSat Corporation Amended and Restated Restoration and Deferred
              Compensation Plan.*

10.57         PanAmSat Corporation 1999 Non-Employee Directors Compensation
              Deferral Plan.*

10.58         Employment Agreement between PanAmSat Corporation and R. Douglas
              Kahn, dated as of April 1, 1999.*

10.59         Amended and Restated Loan and Security Agreement by and among
              PanAmSat Corporation, The Chase Manhattan Bank, and certain
              lending institutions, dated as of July 2, 1999.

27            Financial Data Schedule.

       (b)    Reports on Form 8-K.

              The Company did not file any reports on Form 8-K during the
              quarter for which this report is filed.

------------------------
* Exhibits indicated with a * symbol are executive contracts or other
 compensatory plans or arrangements.


                                       20
<PAGE>

                                    SIGNATURE


Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                            PanAmSat Corporation



Date:  November 12, 1999                     /s/ Kenneth N. Heintz
                                            ----------------------------
                                            Kenneth N. Heintz
                                            Executive Vice President and
                                            Chief Financial Officer
                                            and a Duly Authorized
                                            Officer of the Company




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