Exhibiit 10.33.5


                             AMENDMENT NO. 2 TO THE
                    AMENDED AND RESTATED PANAMSAT CORPORATION
                         LONG-TERM STOCK INCENTIVE PLAN
                               ESTABLISHED IN 1997
                   (AS AMENDED AND RESTATED ON MARCH 20, 2000)

               WHEREAS, PanAmSat Corporation (the "Company") sponsors the
PanAmSat Corporation Long-Term Stock Incentive Plan Established in 1997 (as
Amended and Restated on March 20, 2000) (the "Plan");

               WHEREAS, pursuant to Section 5.10 (b) of the Plan, the Board of
Directors of the Company may, at any time and from time to time, amend the Plan;
and

               WHEREAS, the Company desires to amend the Plan to provide certain
protections to participants in the Plan upon a change in control of the Company;

               NOW THEREFORE, the Plan is hereby amended, effective
December 7, 2000, as follows:

               1.     A new paragraph (g) is hereby added to Section 1.02 of the
Plan to read as follows:

               "(g) "Award" means an award under the Plan of an Option,
               Alternate Right, restricted stock, performance share or
               performance unit.

               2.     A new paragraph (h) is hereby added to Section 1.02 of the
Plan to read as follows:

               "(h) "Change in Control" means the effective date of any of the
               following events: (1) consummation of a change in ownership of
               the Company, whether by sale, merger, consolidation or
               reorganization, and whether in one or more such transactions,
               pursuant to which Hughes Electronics Corporation and/or General
               Motors Corporation does not directly or indirectly own more than
               fifty percent (50%) of the outstanding Common Stock, in value, of
               the Company or any successor surviving entity; or (2) the sale or
               distribution of all or substantially all of the assets of the
               Company to an unrelated entity or entities or to an entity in
               which Hughes Electronics Corporation and/or General Motors
               Corporation does not directly or indirectly own more than fifty
               percent (50%) in value of the equity of such entity."




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               3.     A new Article VII is hereby added to the Plan to read as
follows:

               "ARTICLE VII

               Change in Control

               7.01 Effect of a Change in Control Upon an Award.

               (a) Upon (or, in the sole discretion of the Committee, as may be
                   necessary to effectuate the purposes of the acceleration,
                   immediately prior to) the consummation of a Change in
                   Control, all outstanding Options (and related Alternate
                   Rights) will immediately vest and become exercisable. The
                   Committee shall provide a Recipient a right to refuse any
                   acceleration, whether pursuant to an award agreement or
                   otherwise. Any acceleration of an Option (and related
                   Alternate Right) shall comply with applicable legal
                   requirements.

               (b) Upon (or, in the sole discretion of the Committee, as may be
                   necessary to effectuate the purposes of the acceleration,
                   immediately prior to) the consummation of a Change in
                   Control, all restrictions upon each share of outstanding
                   restricted stock or an outstanding performance share will
                   immediately lapse and all shares will immediately vest and
                   will promptly be delivered to the Recipient.

               (c) Upon (or, in the sole discretion of the Committee, as may be
                   necessary to effectuate the purposes of the acceleration,
                   immediately prior to) the consummation of a Change in
                   Control, all restrictions upon all outstanding performance
                   units will lapse immediately and all such units will
                   immediately vest. Unless the Committee provides for the
                   assumption, substitution or continuation of such performance
                   units, each Recipient will promptly receive a cash payment
                   equal to the product of (x) the proceeds per share of Common
                   Stock realized by the shareholders of the Company in
                   connection with the Change in Control and (y) the number of
                   performance units held by such Recipient.

               7.02 Exercise of Options in connection with a Change in Control.

               In the event that a Recipient's Options (and related Alternate
               Rights) are not exercised prior to the effective date of a Change
               in Control, then, unless the Committee provides for the
               assumption, substitution or continuation of such Option (and
               related Alternate Right), the Company shall, as of the date of
               such event, have the right to cancel such Options (and related
               Alternate Rights) upon payment to the Recipient, for each Option
               (and related Alternate Right) (including, without limitation,
               each Option and related Alternate Right that vests upon such
               Change in Control under Section 7.01(a)) that has not been
               exercised,




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               of an amount equal to (i) the proceeds per share of Common Stock
               realized by the selling shareholders of the Company in connection
               with the Change in Control, over (ii) the exercise price for such
               Option, payable in the same form and on the same terms as the
               consideration received by such shareholders of the Company;
               provided that the Company shall not make any payment or take any
               reduction with respect to any Option for which the exercise price
               is greater than or equal to the proceeds per share of Common
               Stock realized by the selling shareholders of the Company in
               connection with the Change in Control.

               4.     In all other respects, the Plan is hereby ratified and
confirmed and continues in full force and effect.




               IN WITNESS WHEREOF, this Amendment to the Plan has been executed
effective the 7th day of December 2000.


                                            PANAMSAT CORPORATION



                                            By:  _______________________________




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