Exhibit
3.1  CERTIFICATE OF
INCORPORATION
OF
PANAMSAT CORPORATION ARTICLE FIRST:  
NAME The name of the corporation is PanAmSat Corporation
(the Corporation). ARTICLE SECOND:  
REGISTERED OFFICE The address of the registered office of the
Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, 19801. The name of its
registered agent at such address is The Corporation Trust Company. ARTICLE THIRD:  
PURPOSE The nature of the business or purposes to be conducted
or promoted is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware, as
from time to time in effect, including any successor provisions of law (the
DGCL). ARTICLE FOURTH:  
CAPITAL STOCK The total number of shares of capital stock which the
Corporation has authority to issue is 200,000,000 shares of Common Stock, par
value $0.01 per share. ARTICLE FIFTH:  
INTENTIONALLY OMITTED ARTICLE SIXTH:  
ACTION OF STOCKHOLDERS BY WRITTEN CONSENT Any action required or permitted to be taken by any
stockholders may be taken by the written consent or consents of such
stockholders but only if such consent or consents are signed by holders of the
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares of such stock
entitled to vote on such action were present and voted. ARTICLE SEVENTH:  
BYLAWS. In furtherance and not in
limitation of the powers conferred by statute, the board of directors of the
Corporation is expressly authorized to adopt, amend or repeal bylaws of the
Corporation.  
   ARTICLE EIGHTH:  
LIMITED LIABILITY OF DIRECTORS; 
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS Section
1.Limitation on Liability
of Directors. Except to the extent that the DGCL prohibits the elimination
or limitation of liability of directors for breaches of fiduciary duty, no
director of the Corporation shall be personally liable to the Corporation or
its stockholders for monetary damages for any breach of fiduciary duty as a
director. No amendment to or repeal of this Article shall apply to or have any
effect on the liability or alleged liability of any director of the Corporation
for or with respect to any acts or omissions of such director occurring prior
to such amendment. Section
2.Right of
Directors and Officers To Indemnity From the Corporation. TheCorporationshall
indemnify, in a manner and to the fullest extent permitted by the DGCL, each
person who is or was a party to or subject to, or is threatened to be made a
party to or to be the subject of, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative in
nature (including any legislative or self-regulatory proceeding), by reason of
the fact that he or she is or was, or had agreed to become or is alleged to
have been, a director or officer of the Corporation or is or was serving, or
had agreed to serve or is alleged to have served, at the request of or to
further the interests of the Corporation as a director, officer, manager,
partner or trustee of, or in a similar capacity for, another corporation or any
limited liability company, partnership, joint venture, trust or other
enterprise, including any employee benefit plan of the Corporation or of any of
its affiliates and any charitable or not-for-profit enterprise (any such person
being sometimes referred to hereafter as an Indemnitee), or by reason of any
action taken or omitted or alleged to have been taken or omitted by an
Indemnitee in any such capacity, against, in the case of any action, suit or
proceeding other than an action or suit by or in the right of the Corporation,
all expenses (including court costs and attorneys fees) and amounts paid in
settlement actually and reasonably incurred by him or her or on his or her
behalf and all judgments, damages, fines, penalties and other liabilities
actually sustained by him or her in connection with such action, suit or
proceeding and any appeal therefrom and, in the case of an action or suit by or
in the right of the Corporation, against all expenses and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action or suit, if he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
Corporation and, with respect to any criminal action or proceeding, without
reasonable cause to believe that his or her conduct was unlawful; provided,
however, that in an action by or in the right of the Corporation no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless, and then only to the extent that, the Court of Chancery of Delaware or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of such liability but in view of all
thecircumstances of the case, such person is fairly and reasonably
entitled to indemnity against such expenses or amounts paid in settlement as
the Court of Chancery of Delaware or such other court shall deem proper. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he or she reasonably believed to be in, or not opposed to, the
best interests of the Corporation and, with respect to any criminal action or
proceeding, without reasonable cause to believe that his or her conduct was
unlawful. With respect to service by an Indemnitee on behalf of any employee
benefit plan of the Corporation or any of its affiliates, action in good faith
in what the Indemnitee reasonably believed to be the best interest of the
beneficiaries of the plan shall be considered to be in or not opposed to the
best interests of the Corporation. The Corporation shall indemnify an
Indemnitee for expenses (including attorneys fees) reasonably incurred by the
Indemnitee in connection with a proceeding successfully establishing his or her
right to indemnification, in whole or in part, pursuant to this Article.
However, notwithstanding anything to the contrary in this Article, the
Corporation shall not be required to indemnify an Indemnitee against expenses
incurred in connection with a proceeding (or part thereof) initiated by the
Indemnitee against the Corporation or any other person who is an Indemnitee
unless the 2 
   initiation of the proceeding
was approved by the Board of Directors of the Corporation, which approval shall
not be unreasonably withheld. Section
3.Advancement of Expenses.
Subject to the provisions of the last sentence of Section 2 of this Article,
the Corporation shall, in advance of the final disposition of the matter, pay
or promptly reimburse an Indemnitee for any expenses (including attorneys
fees) reasonably incurred by an Indemnitee in investigating and defending or
responding to any action, suit, proceeding or investigation referred to in
Section 2 of this Article in which the Indemnitee has been named as a
defendant, respondent or target, and any appeal therefrom; provided, however,
that the payment of such expenses incurred by an Indemnitee in advance of the
final disposition of such a matter shall be made only upon receipt of an
undertaking by or on behalf of the Indemnitee to repay all amounts so advanced
in the event that it shall ultimately be determined that the Indemnitee is not
entitled to be indemnified by the Corporation against such expenses as provided
by this Article. Such undertaking shall be accepted by the Corporation without
reference to the financial ability of the Indemnitee to make such repayment. Section
4.Procedural Matters.
The right to indemnification and advancement of expenses provided by this
Article shall continue as to any person who formerly was an officer or director
of the Corporation in respect of acts or omissions occurring or alleged to have
occurred while he or she was an officer or director of the Corporation and
shall inure to the benefit of the estate, heirs, executors and administrators of
the Indemnitees. Unless otherwise required by law, the burden of proving that
the Indemnitee is not entitled to indemnification or advancement of expenses
under this Article shall be on the Corporation. The Corporation may, by
provisions in its bylaws or by agreement with one or more Indemnitees,
establish procedures for the application of the foregoing provisions of this
Article, including a provision defining terms used in this Article. The right
of an Indemnitee to indemnification or advances as granted by this Article
shall be a contractual obligation of the Corporation and, as such, shall be
enforceable by the Indemnitee in any court of competent jurisdiction. Section
5.Amendment. No
amendment, termination or repeal of this Article or of the relevant provisions
of the DGCL or any other applicable laws shall affect or diminish in any way
the rights of any Indemnitee to indemnification under the provisions hereof
with respect to any action, suit, proceeding or investigation arising out of or
relating to any actions, transactions or facts occurring prior to the final
adoption of such amendment, termination or repeal. Section
6.Other Rights to
Indemnity. The indemnification and advancement of expenses provided by this
Article shall not be exclusive of any other rights to which an Indemnitee
seeking indemnification or advancement of expenses may be entitled under any
law (common or statutory), agreement, vote of stockholders or action of the
Board of Directors or otherwise, both as to action in his or her official
capacity and as to action in any other capacity while holding office for the
Corporation, and nothing contained in this Article shall be deemed to prohibit
the Corporation from entering into agreements with officers and directors
providing indemnification rights and procedures different from those set forth
in this Article. Section
7.Indemnification of and
Advancement of Expenses to Employees and Agents. In addition to
indemnification and advancement of expenses by the Corporation to current and
former officers and directors as permitted by the foregoing provisions of this
Article, the Corporation may, in a manner and to the fullest extent permitted
by law, indemnify and advance expenses to current and former employees or
agents of the Corporation or other persons serving the Corporation as may be
authorized by the Board of Directors and any rights to indemnity or advancement
of expenses granted to such persons may be equivalent to, or greater or less
than, those provided to directors and officers by this Article. 3 
   Section
8.Insurance. The
Corporation may purchase and maintain insurance, at its expense, to protect
itself and any current or former director, officer, employee or agent of the
Corporation or of another corporation or a limited liability company,
partnership, joint venture, trust or other enterprise (including any employee
benefit plan) in which the Corporation has an interest against any expense,
liability or loss incurred by theCorporationor such person
in his or her capacity as such, or arising out of his or her status as such,
whether or not the Corporation would have the power to or is obligated to
indemnify such person against such expense, liability or loss. ARTICLE NINTH:  
MEETINGS OF THE STOCKHOLDERS Meetings of stockholders may be held within or outside
the State of Delaware, as the bylaws of the Corporation may provide. The books
of the Corporation may be kept outside the State of Delaware at such place or
places as may be designated from time to time by the board of directors or in
the bylaws of the Corporation. Election of directors need not be by written
ballot unless and to the extent the bylaws of the Corporation so provide. ARTICLE TENTH:  
SECTION 203 The Corporation expressly elects not to be governed by
Section 203 of the DGCL. ARTICLE ELEVENTH:  
AMENDMENT TO THIS CERTIFICATE OF INCORPORATION The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this certificate of incorporation
in the manner now or hereafter prescribed by statute and by the laws of the
State of Delaware, and all rights conferred upon stockholders herein are
granted subject to this reservation. 4