EXHIBIT 10.55.2



                               AMENDMENT No. 1 TO

                              FIXED PRICE CONTRACT

                                     BETWEEN

                              PANAMSAT CORPORATION

                                       AND

                     HUGHES SPACE AND COMMUNICATIONS COMPANY

                                       FOR

                       DOMESTIC 1, DOMESTIC 2, AND OPTION

                 SPACECRAFT, RELATED SERVICES, AND DOCUMENTATION






                             CONTRACT No. 98-PAS-002
















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                   AMENDMENT No. 1 TO FIXED PRICE CONTRACT FOR
                       DOMESTIC 1, DOMESTIC 2, AND OPTION
                 SPACECRAFT, RELATED SERVICES, AND DOCUMENTATION


This Amendment No. 1 (the  "Amendment"),  entered into as of January 8, 1999, by
and  between  PanAmSat  International  Systems,  Inc.,  a  Delaware  corporation
("Buyer"),  having  a  principle  place  of  business  at  One  Pickwick  Plaza,
Greenwich,  Connecticut  06830, and Hughes Space and  Communications  Company, a
Delaware corporation ("Contractor"), having a principle place of business at 909
North Sepulveda  Boulevard,  El Segundo,  California 90245,  amends that certain
Fixed Price Contract for DOMESTIC 1, DOMESTIC 2, AND OPTION, Spacecraft, Related
Services,  and  Documentation  dated  as  of  October  09,  1998  (Contract  No.
98-PAS-002)(the "Agreement").


                                    RECITALS

         WHEREAS, Buyer and Contractor are party to the Agreement, providing for
Buyer to purchase and Contractor to provide the Spacecraft,  Documentation,  and
Related Services as therein specified;

         WHEREAS, the parties now desire to amend the Agreement;


                                    AGREEMENT

         NOW,  THEREFORE,  the  Parties  hereby  agree to amend and  restate the
Agreement as follows:


1.       All  references in the Agreement to "Domestic 1" are hereby  amended to
         "Galaxy 10R" and all  references  in the  Agreement to "Domestic 2" are
         hereby amended to "Galaxy 4R".


2.       ARTICLE 5. PRICE is hereby amended as follows:

         Section   5.1(b).   Section  5.1(b)  is  hereby  amended  by  replacing
         [**************************************************]       with
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[***]  Filed   separately  with  the  Commission   pursuant  to  a  request  for
confidential treatment.



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Amendment No. 1
Domestic 1, Domestic 2, and Option Contract
--------------------------------------------------------------------------------


3.       ARTICLE 6. PAYMENTS is hereby amended as follows:

         (a) Section  6.2.  Table 6.2.2 is  replaced  in its  entirety  with the
         following:

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[***]  Filed   separately  with  the  Commission   pursuant  to  a  request  for
confidential treatment.  



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Amendment No. 1
Domestic 1, Domestic 2, and Option Contract
--------------------------------------------------------------------------------

4.       Each capitalized term used but not defined in this Amendment shall have
         the meaning  ascribed to such term in the Agreement.  Except as amended
         by this  Amendment,  the  Agreement  shall  continue  in full force and
         effect. This Amendment may be signed in one or more counterparts,  each
         of  which  shall  constitute  an  original  and  together  which  shall
         constitute one and the same instrument.


IN WITNESS  WHEREOF,  the Parties  have  executed  this  Amendment  No. 1 to the
DOMESTIC 1, DOMESTIC 2, AND OPTION Agreement.


HUGHES SPACE AND                            PANAMSAT CORPORATION
COMMUNICATIONS COMPANY

By:    /s/ Samuel C. Tricoli                By: /s/ Robert Bednarek
       -------------------------------          -----------------------------

       Samuel C. Tricoli                        Robert A. Bednarek
       -------------------------------          -----------------------------
                 (printed)                                (printed)

Title: Contract Manager                      Title: Chief Technology Officer
       -------------------------------              -------------------------

Date:   2/18/99                              Date: 3/9/99






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