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 June 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 June 30, 1999, an aggregate of 149,261,585 shares of the
Company's Common Stock were outstanding.


                                       1
<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>


                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                              PANAMSAT CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)
<TABLE>
<CAPTION>
                                                                                  June 30,           December 31,
                                                                                    1999                 1998
                                                                                 -----------         ------------
                                                                                 (Unaudited)
<S>                                                                              <C>                 <C>
ASSETS

CURRENT ASSETS:
 Cash and cash equivalents                                                          $  6,748             $177,542
 Accounts receivable-net                                                              72,877               63,326
 Net investment in sales-type leases                                                  22,947               22,595
 Prepaid expenses and other                                                           51,611               38,692
 Deferred income taxes                                                                25,890               36,438
 Insurance claim receivable                                                          268,220                    -
                                                                                 -----------          -----------
Total current assets                                                                 448,293              338,593

SATELLITES AND OTHER PROPERTY AND
 EQUIPMENT-Net                                                                     2,937,791            2,895,191

NET INVESTMENT IN SALES-TYPE LEASES                                                  161,960              173,382

GOODWILL-Net of amortization                                                       2,401,058            2,433,538

DEFERRED CHARGES                                                                      67,449               49,793
                                                                                 -----------          -----------
TOTAL ASSETS                                                                     $ 6,016,551          $ 5,890,497
                                                                                 -----------         ------------
</TABLE>


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


                                       3

<PAGE>


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

<TABLE>
<CAPTION>
                                                                                   June 30,           December 31,
                                                                                     1999                 1998
                                                                                 -----------         ------------
                                                                                 (Unaudited)
<S>                                                                              <C>                 <C>

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
 Accounts payable and accrued liabilities                                          $ 137,439             $ 88,005
 Deferred gains on sale-leasebacks                                                    21,523               34,303
 Deferred revenues                                                                     6,866               21,294
                                                                                 -----------          -----------
Total Current Liabilities                                                            165,828              143,602

DUE TO AFFILIATES (PRINCIPALLY MERGER-RELATED INDEBTEDNESS)                        1,800,357            1,788,353

LONG-TERM DEBT                                                                       835,056              750,056

DEFERRED GAINS ON SALE-LEASEBACKS                                                     59,595              121,477

DEFERRED INCOME TAXES                                                                272,055              231,373

DEFERRED CREDITS AND OTHER (PRINCIPALLY
   CUSTOMER DEPOSITS AND DEFERRED
   REVENUE)                                                                          115,965              111,239

ACCRUED OPERATING LEASEBACK EXPENSE                                                   17,061               55,982

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

TOTAL LIABILITIES                                                                  3,265,917            3,202,082
                                                                                 -----------          -----------

COMMITMENTS AND CONTINGENCIES
</TABLE>


                                       4

<PAGE>


<TABLE>

<S>                                                                              <C>                 <C>
STOCKHOLDERS' EQUITY:
 Common Stock, $0.01 par value  --  400,000,000
  shares authorized; 149,261,585 and 149,231,121
  outstanding at June 30, 1999 and December 31, 1998,
  respectively                                                                         1,492                1,492
 Additional paid-in-capital                                                        2,505,502            2,504,316
 Retained earnings                                                                   243,640              182,607
                                                                                 -----------          -----------
Total stockholders' equity                                                         2,750,634            2,688,415
                                                                                 -----------          -----------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                                 $ 6,016,551          $ 5,890,497
                                                                                 -----------          -----------
                        The accompanying notes are an integral part of these consolidated financial statements


</TABLE>



                                       5
<PAGE>


                              PANAMSAT CORPORATION
                  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                For the Three Months Ended June 30, 1999 and 1998
                        (In Thousands, Except Share Data)
<TABLE>
<CAPTION>
                                                                                   June 30,             June 30,
                                                                                     1999                 1998
                                                                                 -----------          -----------
<S>                                                                              <C>                 <C>
REVENUES:
  Operating leases, satellite services and other                                   $ 194,421            $ 185,277
  Outright sales and sales-type leases                                                 5,961                5,803
                                                                                 -----------          -----------
     Total revenues                                                                  200,382              191,080
                                                                                 -----------          -----------
OPERATING COSTS AND EXPENSES:
  Leaseback expense, net of deferred gain                                              7,696               11,822
  Depreciation and amortization                                                       68,473               60,915
  Direct operating costs                                                              25,685               24,226
  Selling, general and administrative expenses                                        16,136               14,234
  Provision for loss on Galaxy IV                                                          -                6,314
                                                                                 -----------          -----------
     Total operating costs and expenses                                              117,990              117,511
                                                                                 -----------          -----------
INCOME FROM OPERATIONS                                                                82,392               73,569

INTEREST EXPENSE, NET                                                                 28,295               24,432
                                                                                 -----------          -----------
INCOME BEFORE INCOME TAXES                                                            54,097               49,137

INCOME TAXES                                                                          23,532               21,380
                                                                                 -----------          -----------
NET INCOME                                                                        $   30,565            $  27,757
                                                                                 -----------          -----------
NET INCOME PER COMMON SHARE - basic and diluted
                                                                                   $    0.20            $    0.19
                                                                                 -----------          -----------
Weighted average common shares outstanding                                       149,304,802          149,725,807
                                                                                 -----------          -----------

</TABLE>

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


                                       6
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                  June 30,             June 30,
                                                                                    1999                 1998
                                                                                 -----------          -----------
<S>                                                                              <C>                 <C>

REVENUES:
  Operating leases, satellite services and other                                   $ 381,803           $  367,065
  Outright sales and sales-type leases                                                12,088               17,040
                                                                                 -----------          -----------
     Total revenues                                                                  393,891              384,105
                                                                                 -----------          -----------
OPERATING COSTS AND EXPENSES:
  Leaseback expense, net of deferred gain                                             15,391               25,584
  Depreciation and amortization                                                      136,207              118,917
  Direct operating costs                                                              50,923               46,547
  Selling, general and administrative expenses                                        30,663               28,298
  Provision for loss on Galaxy IV                                                          -                6,314
                                                                                 -----------          -----------
     Total operating costs and expenses                                              233,184              225,660
                                                                                 -----------          -----------
INCOME FROM OPERATIONS                                                               160,707              158,445

INTEREST EXPENSE, NET                                                                 52,684               46,640
                                                                                 -----------          -----------
INCOME BEFORE INCOME TAXES                                                           108,023              111,805

INCOME TAXES                                                                          46,990               48,700
                                                                                 -----------          -----------
NET INCOME                                                                         $  61,033            $  63,105
                                                                                 -----------          -----------
NET INCOME PER COMMON SHARE - basic and diluted
                                                                                    $   0.41             $   0.42
                                                                                 -----------          -----------
Weighted average common shares outstanding
                                                                                 149,430,623          149,652,612
                                                                                 -----------          -----------

</TABLE>

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


                                       7
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                  June 30,             June 30,
                                                                                    1999                 1998
                                                                                 -----------          -----------
<S>                                                                              <C>                 <C>

CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
Net income                                                                           $61,033             $ 63,105
Adjustments to reconcile net income to
 net cash provided by operating activities:
 Depreciation and amortization                                                       136,207              118,917
 Deferred income taxes                                                                51,230               59,222
 Amortization of gains on sale-leasebacks                                           (10,762)             (18,988)
 Amortization of debt issuance costs                                                   3,055                2,843
 Interest expense capitalized                                                       (28,090)             (28,984)
 Provision for uncollectible receivables                                               (680)                    -
 Provision for loss on Galaxy IV                                                           -                6,314
 Changes in assets and liabilities:
       Collections on investments in sales-type leases                                11,069               30,380
       Operating leases and other receivables                                        (8,871)             (39,780)
       Prepaid expenses and other assets                                            (37,327)             (13,900)
       Accounts payable and accrued liabilities                                       24,178                1,724
       Accrued operating leaseback expense                                          (18,624)             (18,913)
       Deferred gains and revenues                                                     5,605             (16,148)
                                                                                 -----------          -----------
       Net cash provided by operating activities                                     188,023              145,792
                                                                                 -----------          -----------

</TABLE>


                                       8
<PAGE>


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

CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures                                                                 (305,813)            (215,217)
 Early buyout of sale-leaseback                                                       (141,253)            (155,530)
 Net book value of satellites recovered through insurance                                 5,110               29,121
                                                                                    -----------          -----------
    Net cash used in investing activities                                             (441,956)            (341,626)
                                                                                    -----------          -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
 New borrowings                                                                         760,000              975,000
 Repayments of long-term debt                                                         (675,000)            (739,914)
 Repayments of incentive obligations                                                    (3,047)             (30,250)
 Stock issued to 401(k) plan                                                              1,186                1,914
                                                                                    -----------          -----------
    Net cash provided by financing activities                                            83,139              206,750
                                                                                    -----------          -----------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
                                                                                      (170,794)               10,916

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                                                                                        177,542               91,739
                                                                                    -----------          -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD
                                                                                       $  6,748             $102,655
                                                                                    -----------          -----------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 Cash received for interest                                                            $  2,369             $  8,464
                                                                                    -----------          -----------
 Cash paid for interest                                                                $ 78,959             $ 60,067
                                                                                    -----------          -----------
 Cash paid for taxes                                                                   $  9,261             $  1,919
                                                                                    -----------          -----------
</TABLE>

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



                                       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 six month periods ended June 30, 1999 and 1998
         have been made. Operating results for the three months and six months
         ended June 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>

                                                                  Three Months Ended                  Six Months Ended
                                                                       June 30,                           June 30,
                                                                       --------                           --------
                                                               (unaudited; in thousands)          (unaudited; in thousands)
                                                                 1999              1998             1999             1998
<S>                                                            <C>                                <C>
Operating lease revenues                                       $194,421          $185,277         $381,803         $367,065
Outright sales and sale-type lease revenues                       5,961             5,803           12,088           17,040
Total revenues                                                  200,382           191,080          393,891          384,105
Leaseback expense, net of deferred gain                           7,696            11,822           15,391           25,584
Direct operating and SG&A costs                                  41,821            38,460           81,586           74,845
Depreciation and amortization                                    68,473            60,915          136,207          118,917
Income from operations                                           82,392            73,569          160,707          158,445
Interest expense, net                                            28,295            24,432           52,684           46,640
Income tax expense                                               23,532            21,380           46,990           48,700

</TABLE>


                                       11

<PAGE>


                              PANAMSAT CORPORATION

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

         Revenues. Revenues increased $9.3 million, or 5%, to $200.4 million for
the three months ended June 30, 1999 from $191.1 million for the same period in
1998. Revenues for the six months ended June 30, 1999 were $393.9, an increase
of $9.8 million, or 3%, from $384.1 million for the same period in 1998. These
changes are principally a result of changes based upon type of service offering.
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 $142.0 million for
the three months ended June 30, 1999, an increase of 2% from the same period in
1998. Video services revenues were $279.7 million for the six months ended June
30, 1999, a decrease of 1% from the same period in 1998. The increase in video
services revenues for the three months ended June 30, 1999 was due primarily to
the commencement of new service agreements for full-time video distribution
services. The decrease in video services revenues for the six months ended June
30, 1999 was primarily due to lower revenues on the PAS-5 satellite in 1999
resulting from a reduction in its usable capacity. Telecommunications services
revenues were $47.2 million for the three months ended June 30, 1999, an
increase of 19% from the same period in 1998. Telecommunications services
revenues were $91.7 million for the six months ended June 30, 1999, an increase
of 19% from the same period in 1998. The increase in telecommunications services
revenues was due primarily to the growth in data and Internet-related services
during 1999.

         Revenues can also be analyzed based on the type of agreement. Revenues
from sales and sales-type leases increased to $6.0 million for the three months
ended June 30, 1999 from $5.8 million for the same period in 1998. Revenues from
sales and sales-type leases decreased to $12.1 million for the six months ended
June 30, 1999 from $17.0 million for the same period in 1998. The decrease for
the six months ended June 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 $9.1
million, or 5%, to $194.4 million for the three months ended June 30, 1999 from
$185.3 million for the same period in 1998. Revenues from operating leases of
transponders, satellite services and other increased $14.7 million, or 4%, to
$381.8 million for the six months ended June 30, 1999 from $367.1 million for
the same period in 1998. The increase in revenues from operating leases of
transponders, satellite services and other for the three and six month periods
is due primarily to increased available transponder capacity on new satellites
placed in service since the first quarter of 1998.

         Leaseback Expense, Net of Deferred Gain. Leaseback expense, net of
deferred gain, decreased $4.1 million, or 35%, to $7.7 million for the three
months ended June 30, 1999, from $11.8 million for the same period in 1998.
Leaseback expense, net of deferred gain, decreased $10.2 million, or 40%, to
$15.4 million for the six months ended June 30,


                                       12
<PAGE>


1999 from $25.6 million for the same period in 1998. The decrease is 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 $3.3 million,
or 9%, to $41.8 million for the three months ended June 30, 1999 from $38.5
million for the same period in 1998. Direct operating and selling, general and
administrative costs increased $6.8 million, or 9%, to $81.6 million for the six
months ended June 30, 1999 from $74.8 million for the same period in 1998. The
increase is 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
$7.6 million, or 12%, to $68.5 million for the three months ended June 30, 1999
from $60.9 million for the same period in 1998. Depreciation and amortization
for the six months ended June 30, 1999 increased $17.3 million, or 15%, to
$136.2 million from $118.9 million for the same period in 1998. The increase in
depreciation and amortization for the three and six month periods is due
primarily to depreciation expense associated with the addition of three new
satellites placed in service.

         Income from Operations. Income from operations increased $8.8 million,
or 12%, to $82.4 million for the three months ended June 30, 1999 from $73.6
million for the same period in 1998. Income from operations increased $2.3
million, or 1%, to $160.7 million for the six months ended June 30, 1999 from
$158.4 million for the same period in 1998. The increase in income from
operations for the three and six months ended June 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 $3.9 million, or
16%, to $28.3 million for the three months ended June 30, 1999, from $24.4
million for the same period in 1998. Interest expense, net increased $6.1
million, or 13%, to $52.7 million for the six months ended June 30, 1999 from
$46.6 million for the same period in 1998. The increase was due primarily to
lower levels of interest income in 1999 and higher interest expense as the
public notes were outstanding for the entire six months of 1999 as opposed to a
portion of the same period in the prior year.

         Income Tax Expense. Income tax expense increased $2.1 million, or 10%,
to $23.5 million for the three months ended June 30, 1999, from $21.4 million
for the same period in 1998. Income tax expense decreased $1.7 million, or 3%,
to $47.0 million for the six months ended June 30, 1999 from $48.7 million for
the same period in 1998. The effective tax rate remained at a consistent level
between 1999 and 1998 and the changes in tax expense referred to above were
therefore due principally to changes in income before income taxes.

                                       13
<PAGE>


         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 quarter ended March 31, 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 and is repeated in the following chart. Preliminary indications from
the Company's launch providers are that they can accommodate the revised launch
schedule. No assurance can be given that further delays in the satellite
delivery, launch or in-service dates will not occur.


                                       14
<PAGE>


<TABLE>
<CAPTION>


          Spacecraft                              Launch Date                       In-Service Date
          <S>                                        <C>                                 <C>
          Galaxy XI                                  Q4-1999                             Q1-2000
          Galaxy X-R                                 Q1-2000                             Q2-2000
          Galaxy IV-R                                Q1-2000                             Q2-2000
          PAS-1R                                     Q2-2000                             Q3-2000
          PAS-9                                      Q2-2000                             Q3-2000
          PAS-10*                                  Q2/Q3-2000                          Q3/Q4-2000
          Galaxy III-C                             Q1/Q2-2001                          Q2/Q3-2001

</TABLE>

         *Previously announced as a new satellite that can serve as a backup or
replacement of PAS-4.

         Regulatory Developments. Effective March 1999, the U.S. government
transferred the administration of export licensing and controls related to
communications satellites from the Department of Commerce to the Department of
State by adding communications satellites to the munitions list subject to the
International Traffic in Arms Regulations ("ITAR"). As a result, additional
restrictions and regulations now apply to the transfer of certain types of
information related to communications satellites and related ground control
equipment, as well as to the rendering of certain types of services related to
such satellites and equipment, to non-U.S. persons such as launch providers,
insurers, potential and existing customers, non-U.S. employees, non-U.S.
regulatory bodies such as the International Telecommunications Union, non-U.S.
national telecommunications authorities, and any other "Foreign Person" as
defined under ITAR. The Department of State's interpretation and application of
the ITAR restrictions and regulations to the Company's operations is not yet
clear. However, it is possible that the ITAR restrictions and 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
June 30, 1999 the Company also had long-term indebtedness of $835.1 million
(comprised primarily of $750 million of public notes and $85.0 million of notes
outstanding under the Company's commercial paper program).

         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 $675
million to complete the construction, insure and launch such satellites. In
addition to funding the construction and launch of 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. The total cost was approximately $104 million in
cash plus the assumption of $124 million of floating rate debt (LIBOR + 25bp)
following the July exercise of the early buy-out opportunities and is secured by
the transponders. As a result, the Company's cash, deferred gains on


                                       15
<PAGE>


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 related to
anomalies on its PAS-8 and PAS-5 satellites, which anomalies are more
specifically described in the Company's Form 10-K. The claim on the PAS-8
satellite is for a partial loss primarily resulting from the loss in geographic
coverage, connectivity and/or switchability of the Ku-band
transponders. The claim on PAS-5 is for a constructive total loss of the
satellite because the Company has ceased using all of the Ku-band capacity of
the satellite on a full-time basis, and this capacity represents more than 50%
of the satellite's communications capacity. To the extent that such claims are
paid by the insurers, future revenues on PAS-5 and the affected transponders on
PAS-8 may be subject to certain revenue-sharing provisions of the insurance
policy. The aggregate amount of these insurance claims is approximately $270
million. There can be no assurance that the Company will recover the full
amount of the claims.

         PanAmSat believes that funds available from operations, insurance
claims, and its existing financing programs will be sufficient to fund its
planned obligations over the balance of 1999. 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 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 $188.0 million
for the six months ended June 30, 1999, from $145.8 million for the six months
ended June 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 $442.0 million for
the six months ended June 30, 1999, from $341.6 million for the six months ended
June 30, 1998. The increase in 1999 was primarily attributable to increased
capital expenditures for satellite systems under development.

         Net cash provided by financing activities decreased to $83.1 million
for the six months ended June 30, 1999 from $206.8 million for the six months
ended June 30, 1998. The decrease in 1999 was primarily due to lower net
borrowings during the first six months of 1999.

         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


                                       16

<PAGE>


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.

         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.

         Correction of the Company's telemetry, tracking and control ("TT&C")
software for the HSC-manufactured 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 started in July 1999 and is scheduled for completion in August 1999,
marking the date at which the ground software will be compliant for all existing
in-orbit satellites operated by PanAmSat. Software for satellites to be launched
during the fourth quarter of 1999 and the first quarter of 2000 is to be
delivered to PanAmSat during the third quarter of 1999 in a Y2K compliant state.
Final testing of the entire software system, including newly-delivered Y2K
compliant software, is scheduled for the fourth quarter of 1999.

         Raytheon is also responsible for delivery of many of the satellite
simulators used by PanAmSat for individual satellite procedure verification and
anomaly resolution. The majority of the satellite simulators have been
delivered, but the final simulator is not scheduled for delivery until November
1999. PanAmSat has worked with Raytheon to prioritize the simulator deliveries


                                       17
<PAGE>


so that there are no impacts on the overall software remediation schedule and no
delays to PanAmSat's overall Y2K compliance verification are anticipated.

         Five of PanAmSat's 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. Loral Space & Communications, the operator of three of the
Company's satellites, has informed the Company that final installation of
certain TT&C equipment previously expected to be completed by the end of the
first quarter of 1999, will not be completed until October 1999. Remediation and
testing of Loral's TT&C software is completed and installation of the codes at
all control sites is expected to be completed during August 1999. Optus,
operator of PAS-4, has completed remediation of their control software and
expects to complete testing and final installation during August 1999. PanAmSat
is continuing to work with its third-party operators to obtain the information
required, and create acceptable contingency plans, and to expedite remediation
schedules wherever possible.

         PanAmSat has recently added Arianespace to its list of critical 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 underway
and expect to be complete by the third quarter of 1999.

         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. Several vendors, however, still have
outstanding issues. Upgrades to most compressed digital video (CDV) systems are
complete and the remaining system update is scheduled for completion in August
of 1999. Replacement of certain network and communications equipment is
scheduled to occur during the third quarter of 1999. Software upgrades for a
payload monitoring system are in process and will be completed during the third
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, final installation will not occur until the fourth quarter of 1999. All
mission critical components are already accounted for in the Company's
contingency plan.

         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, with the consent of the customers, 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.


                                       18
<PAGE>


         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 are 98% complete and software
applications are 70% complete. Final hardware and software upgrades are
scheduled for completion during the third quarter of 1999. Modifications to core
business systems are complete and final testing of those systems is also
scheduled for the third quarter of 1999. Existing back-up procedures can be used
to perform normal Company financial and administrative functions in the event of
potentially uncorrected problems.

         The Company has identified the potential loss of real-time satellite
control software functionality as a reasonably likely worst case scenario. 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 for Hughes-built spacecraft in the event the main software processing
system experiences a failure during a date rollover. 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 Company's critical failure
path. Formal contingency plans were completed in March 1999 and contingency
procedures were completed during the second quarter of 1999. Installation of the
processors and contingency plan testing is scheduled for August of 1999.

         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 $2.4 million has been incurred through June 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, representing an increase from
previously estimated costs due primarily to the utilization of additional
external Y2K solutions providers. 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 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         (a)    The Annual Meeting of Stockholders was held on May 5, 1999.

         (b)    (i) Registrant's Certificate of Incorporation provides that
                nominees to the Registrant's Board of Directors shall be elected
                to serve as directors until the next annual meeting of
                stockholders or until their successors are elected and have
                qualified. The eleven nominees for director, Mr. Michael T.
                Smith, Ms. Roxanne S. Austin, Mr. Patrick J. Costello, Mr.
                Dennis F. Hightower, Mr. James M. Hoak, Mr. R. Douglas Kahn, Mr.
                Stephen R. Kahn, Mr. Tig H. Krekel, Mr. Frederick A. Landman,
                Mr. Charles H. Noski and Mr. Joseph R. Wright, Jr., were elected
                by plurality of the votes cast by the holders of Registrant's
                Common Stock voting thereon:

         (A)    Mr. Smith: 130,490,559 votes for and 97,925 votes withheld;

         (B)    Ms. Austin: 130,490,059 votes for and 98,425 votes withheld;

         (C)    Mr. Costello: 130,490,559 votes for and 97,925 votes withheld;

         (D)    Mr. Hightower: 130,490,559 votes for and 97,925 votes withheld;

         (E)    Mr. Hoak: 130,490,559 votes for and 97,925 votes withheld;

         (F)    Mr. R. Douglas Kahn: 130,490,259 votes for and 98,225 votes
                withheld;

         (G)    Mr. Stephen R. Kahn: 130,475,126 votes for and 113,358 votes
                withheld;

         (H)    Mr. Krekel: 130,475,059 votes for and 113,425 votes withheld;

         (I)    Mr. Landman: 130,490,126 votes for and 98,358 votes withheld;

         (J)    Mr. Noski: 130,490,059 votes for and 98,425 votes withheld;

         (K)    Mr. Wright: 130,490,559 votes for and 97,925 votes withheld;

         (c)    (v) A proposal (designated Proposal 2 and set forth in
                Registrant's Proxy Statement), approved by the Board of
                Directors, to elect Deloitte & Touche LLP as the Registrant's
                independent accountants for 1999, was approved by a majority of
                the votes cast by the holders of Registrant's Common Stock
                voting thereon: 130,576,941 affirmative votes; 3,010 negative
                votes; 8,533 votes abstained.


                                       20

<PAGE>


         ITEM   6 - EXHIBITS AND REPORTS ON FORM 8-K

        (a)  Exhibits

Exhibit No.

3.2           Restated Bylaws of PanAmSat Corporation

10.15.11      Amendment No. 6 dated as of June 4, 1999, to Agreement
              for Launching into Geostationing Transfer Orbit of PanAmSat
              Satellites by an Ariane Launch Vehicle, No. 95.5.933, between
              PanAmSat and Arianespace S.A., constituting Exhibit 10.12.3 to
              PanAmSat International Systems, Inc.'s ("PanAmSat International")
              Quarterly Report on Form 10-Q for the period ended March 31, 1996.
              (1)

10.27.3       First Amendment dated as of June 17, 1999, to Second
              Amended and Restated Transponder Purchase and Sale Agreement
              between PanAmSat International and NetSat Servicios Ltda.,
              constituting Exhibit 10.2.1 to NetSat Servicios Ltda.'s
              Regulations Statement on Form F-4 (Reg. No. 333-6318) dated
              January 21, 1997. (1)

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.

              _____

              (1) Portions of this Exhibit have been omitted pursuant to a
              request for confidential treatment filed with the Securities and
              Exchange Commission.


                                       21


<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:  August 10, 1999                      /s/ Kenneth N. Heintz
                                            ----------------------------
                                                Kenneth N. Heintz
                                                Executive Vice President and
                                                Chief Financial Officer
                                                and a Duly Authorized
                                                Officer of the Company


                                       22