SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-Q/A
(MARK ONE)

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

               For the quarterly period ended September 30, 1997

                                       OR

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

           For the transition period from_____________ to ___________

                           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

       -----------------------------------------------------------------
                     (Former Name, Former Address and Former
                    Fiscal Year if Changed Since Last Report)

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, 1997, an aggregate of  149,122,807  shares of the Company's
Common Stock were outstanding.

*   PanAmSat Corporation ("PanAmSat" or the "Company") is the parent corporation
    of PanAmSat International Systems, Inc. ("Old PanAmSat")(Commission File No.
    0-26712;  IRS Employer  Identification No.  06-1407851),  which was known as
    "PanAmSat  Corporation"  until May 16,  1997,  when it became a wholly owned
    subsidiary of PanAmSat as a consequence  of the  combination of Old PanAmSat
    and the  commercial  satellite  business  (the "Galaxy  Business") of Hughes
    Communications,  Inc. ("HCI"),  as more fully described herein.  The Company
    has applied the purchase  method of accounting to the  transaction  with the
    Galaxy Business as the acquiror.

**  PanAmSat  became  subject to the reporting  requirements  of the  Securities
    Exchange  Act  of  1934  on May  6,  1997,  upon  the  effectiveness  of its
    Registration Statement on Form 8-A, and has filed all reports required to be
    filed since that date.


<PAGE>

                                EXPLANATORY NOTE

THIS 10-Q/A IS BEING FILED BY THE COMPANY TO AMEND THE FINANCIAL STATEMENTS
TO REFLECT DIVIDENDS ON PREFERRED STOCK OF ITS WHOLLY-OWNED SUBSIDIARY AS 
MINORITY INTEREST. THE 10-Q REMAINS UNCHANGED IN ALL OTHER MATERIAL RESPECTS.


                              PanAmSat Corporation
                    For the Quarter Ended September 30, 1997

                         PART I - FINANCIAL INFORMATION



ITEM 1 - Financial Statements

Consolidated  Balance  Sheets,  September 30, 1997  (unaudited) and December 31,
1996.

Consolidated  Statements of Operations  for the Nine Months Ended  September 30,
1997 and 1996(unaudited).

Consolidated  Statements of Operations for the Three Months Ended  September 30,
1997 and 1996 (unaudited).

Consolidated  Statements  of Cash Flows for the Nine Months Ended  September 30,
1997 and 1996 (unaudited).

Notes to Consolidated Financial Statements.

ITEM 2 - Management's Discussion and Analysis of Financial Condition and
         Results of Operations.



                           PART II - OTHER INFORMATION


ITEM 6 - Exhibits and Reports on Form 8-K

Signature



Cautionary Statement For Purposes Of The "Safe Harbor"
Provisions Of The Private Securities Litigation Reform Act of 1995


This  Quarterly  Report  contains  historical  information  and  forward-looking
statements.  The Private  Securities  Litigation  Reform Act of 1995  provides a
"safe  harbor" for certain  forward-looking  statements.  When used in this Form
10-Q and the documents  incorporated by reference herein,  the words "estimate,"
"project,"  "anticipate,"  "expect,"  "believe"  and other  expressions  used to
indicate future events are intended to identify forward-looking statements. Such
statements are subject to risks and uncertainties that could cause the Company's
actual  results in future  periods to be  materially  different  from any future
performance  suggested  herein.  Further,  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.  In  the  context  of  the
forward-looking  information  provided  in this  Quarterly  Report  and in other
reports, please refer to the discussions of risk factors detailed in, as well as
the other  information  contained  in,  the  Company's  other  filings  with the
Securities and Exchange Commission.

<PAGE>


                              PanAmSat Corporation
                          CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                    September 30,       December 31,
                                                                        1997                1996
                                                                     -----------        ------------
                                                                    (Unaudited)
<S>                                                                  <C>                 <C>
ASSETS

CURRENT ASSETS:
 Cash and cash equivalents                                           $   311,898         $        29
 Operating lease, sale and contract
    receivables, net                                                      54,354              21,742
 Net investment in sales type leases                                      25,621              20,634
 Prepaid expenses and other current assets                                15,384              23,313
 Deferred income taxes                                                    36,799              46,989
                                                                     -----------        ------------
TOTAL CURRENT ASSETS                                                     444,056             112,707

SATELLITES AND OTHER PROPERTY AND
 EQUIPMENT, AT COST                                                    1,835,646             744,610
Less:  Accumulated Depreciation and
 Amortization                                                           (561,453)           (340,717)
                                                                     -----------        ------------
                                                                       1,274,193             403,893

MARKETABLE SECURITIES                                                    242,545                   0

SATELLITE SYSTEMS UNDER DEVELOPMENT                                    1,187,175             316,332

NET INVESTMENT IN SALES TYPE LEASES                                      332,070             320,610

INTANGIBLE ASSETS, NET OF AMORTIZATION                                 2,496,977              72,896

DEFERRED INCOME TAXES                                                    170,913                   0

DEFERRED COSTS AND OTHER ASSETS                                           69,971              49,078
                                                                     -----------        ------------

TOTAL ASSETS                                                         $ 6,217,900         $ 1,275,516
                                                                     -----------        ------------

</TABLE>

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


                              PanAmSat Corporation
                   CONSOLIDATED BALANCE SHEETS - (continued)
                       (in thousands, except share data)

<TABLE>
<CAPTION>

                                                                    September 30,       December 31,
                                                                        1997                1996
                                                                     -----------        ------------
                                                                    (Unaudited)
<S>                                                                  <C>                 <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
 Current portion of long-term debt                                   $     4,487         $         0
 Accounts payable and accrued liabilities                                 62,457              24,459
 Accrued in-orbit performance insurance                                   16,885              26,481
 Deferred gains on sales and leasebacks                                   42,871              42,871
 Deferred revenue                                                         13,938               5,424
                                                                     -----------        ------------
TOTAL CURRENT LIABILITIES                                                140,638              99,235

DUE TO AFFILIATES (PRINCIPALLY MERGER-RELATED  
  INDEBTEDNESS)                                                        1,798,747                   0

LONG-TERM DEBT                                                         1,120,881`                  0

ACCRUED OPERATING LEASEBACK AND 
  CONTRACT EXPENSES                                                       78,692             107,841

DEFERRED INCOME TAXES                                                    236,829                   0

DEFERRED REVENUE                                                         102,827              31,596

DEFERRED GAINS ON SALES AND LEASEBACKS                                   202,599             234,751
                                                                     -----------        ------------

TOTAL LIABILITIES                                                    $ 3,681,213         $   473,423
                                                                     -----------        ------------

COMMITMENTS AND CONTINGENCIES


PARENT COMPANY'S NET INVESTMENT                                                0             802,093

STOCKHOLDERS' EQUITY:
 Common Stock, $0.01 par value 400,000,000
  shares authorized, 149,122,807 shares issued
  and outstanding                                                          1,491                   0
 Additional paid-in-capital                                            2,500,854                   0
 Retained earnings                                                        34,342                   0
                                                                     -----------        ------------
Total Stockholders' Equity                                             2,536,687                   0
                                                                     -----------        ------------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $ 6,217,900         $ 1,275,516
                                                                     -----------        ------------

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

<PAGE>


                              PanAmSat Corporation
               CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                For the Nine Months Ended September 30, 1997 and 1996
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                    September 30,     September 30
                                                                        1997              1996
                                                                     -----------        ------------
<S>                                                                  <C>                 <C>   

REVENUES:
  Outright sales and sales type leases                               $    61,559         $   137,333
  Operating leases, satellite services and other                         370,501             232,080
                                                                     -----------        ------------
                                                                         432,060             369,413
OPERATING EXPENSES:
  Cost of outright sales and sales type leases                            20,476              44,634
  Leaseback expense, net of deferred gain                                 46,395              44,414
  Depreciation and amortization                                           94,423              42,924
  Direct operating costs                                                  27,263              26,762
  Selling, general and administrative expenses                            43,127              20,798
                                                                     -----------        ------------
                                                                         231,684             179,532
                                                                     -----------        ------------

INCOME FROM OPERATIONS                                                   200,376             189,881

INTEREST EXPENSE, NET                                                    (15,599)             (3,827)
OTHER INCOME                                                                 385               2,528
                                                                     -----------        ------------
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST                         185,162             188,582

INCOME TAXES                                                              83,172              70,718

MINORITY INTEREST                                                         12,819                   0
                                                                     -----------        ------------
NET INCOME                                                           $    89,171         $   117,864
                                                                     -----------        ------------
</TABLE>
                   The accompanying notes are an integral part
                   of these consolidated financial statements

<PAGE>


                              PanAmSat Corporation
               CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
            For the Three Months Ended September 30, 1997 and 1996
                                 (in thousands)


<TABLE>
<CAPTION>

                                                                   September 30,       September 30, 
                                                                       1997                1996
                                                                     -----------        ------------
<S>                                                                  <C>                 <C>

REVENUES:
  Outright sales and sales type leases                               $     9,375         $    53,123
  Operating leases, satellite services and other                         160,940              63,744
                                                                     -----------        ------------
                                                                         170,315             116,867
OPERATING EXPENSES:
  Cost of outright sales and sales type leases                               -                18,114
  Leaseback expense, net of deferred gain                                 15,512              10,771
  Depreciation and amortization                                           48,850              13,070
  Direct operating costs                                                  10,916               4,856
  Selling, general and administrative expenses                            24,271               6,719
                                                                     -----------        ------------
                                                                          99,549              53,530
                                                                     -----------        ------------
INCOME FROM OPERATIONS                                                    70,766              63,337

INTEREST INCOME, NET                                                       1,088                 718 
OTHER INCOME                                                                   0                 382
                                                                     -----------        ------------
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST                          71,854              64,437

INCOME TAXES                                                              35,435              24,164

MINORITY INTEREST                                                          9,003                   0
                                                                     -----------        ------------
NET INCOME                                                           $    27,416         $    40,273
                                                                     -----------        ------------

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


                              PanAmSat Corporation
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
              For the Nine Months Ended September 30, 1997 and 1996
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                    September 30,       September 30,
                                                                        1997                1996
                                                                     -----------        ------------
<S>                                                                  <C>                 <C>

CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
 Net income                                                           $   89,171         $   117,864   
 Adjustments to reconcile net income to
  net cash provided by operating activities:
  Cost of outright sales                                                    -                  9,652 
  Gross profit on sales - type leases                                    (33,572)            (46,463)
  Depreciation and amortization                                           94,423              42,924
  Deferred income taxes                                                  (21,855)            (34,745)
  Amortization of gains on sales and leasebacks                          (32,152)            (30,837)
  Provision for uncollectible receivables                                 (4,534)             (2,382)
  Accretion of interest on senior subordinated discount notes             16,997                   -
  Amortization of step-up in fair value of debt                          (11,364)                  -
  Interest expense capitalized                                           (57,070)                  -
  Minority Interest                                                       12,819                   -
  Changes in assets and liabilities, net of acquired assets and 
  liabilities:
   Collections on investments in sales-type leases                        21,659              26,527
   Increase in operating lease and other
      receivables                                                        (21,410)            (21,217)
   Decrease in prepaid expenses and other current assets                  25,174              10,729 
   Decrease in accounts payable and accrued liabilities                  (44,247)             (2,263)
   Increase (decrease) in accrued in-orbit performance
      insurance                                                           (9,596)                215
   Increase (decrease) in accrued operating lease expense                (29,149)             15,658
   Decrease in deferred gains and revenues                                (3,097)             (4,665)
                                                                     -----------        ------------
    NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                   (7,803)             80,997
                                                                     -----------        ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Acquisition of Old PanAmSat, net of cash acquired                    (1,018,669)                  -
 Capital Expenditures                                                   (423,393)           (224,415)
 Proceeds from sale and leaseback of satellite transponders                    -             252,000
 Proceeds from sale of marketable securities                              50,628                   -
 Increase in other assets                                                 (9,921)                  -
                                                                     -----------        ------------
    NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES               (1,401,355)             27,585
                                                                     -----------        ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 New borrowings                                                        1,725,000                   -
 Net distributions to Parent Company                                           -            (108,557)
 Repayments of long-term debt                                             (3,973)                  -
                                                                     -----------        ------------
  NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                  1,721,027            (108,557)
                                                                     -----------        ------------

  NET INCREASE IN CASH AND CASH EQUIVALENTS                              311,869                  25
 CASH AND EQUIVALENTS, beginning of period                                    29                  35
                                                                     -----------        ------------
 CASH AND EQUIVALENTS, end of period                                 $   311,898         $        60
                                                                     -----------        ------------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 Cash received for interest                                          $    10,455         $     1,825
                                                                     -----------        ------------
 Cash paid for interest                                              $    61,451         $    12,180
                                                                     -----------        ------------
 Cash paid for taxes                                                 $   103,918         $    70,718
                                                                     -----------        ------------

</TABLE>

                   The accompanying notes are an integral part
                   of these consolidated financial statements
                                     <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, 1997 and
              1996 have been made.  Operating  results for the nine months ended
              September 30, 1997 and 1996 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  PanAmSat's  Registration  Statement on Form S-4 filed with the
              Securities and Exchange Commission on April 17, 1997.

       (2) Business Combination.

              Effective May 16, 1997,  the  combination  of Old PanAmSat and the
              Galaxy Business was completed (the "Combination"). Pursuant to the
              Combination,  the  aggregate  consideration  paid to Old  PanAmSat
              shareholders  consisted of approximately  $1.5 billion in cash and
              approximately  42.5  million  shares  of  PanAmSat  Common  Stock.
              Concurrent  with the  Combination and as an integral part thereof,
              the Company sold its  direct-to-home  ("DTH") television rights in
              certain foreign markets to an affiliate for $225 million (the "DTH
              Options").

              The Company has applied the purchase  method of  accounting to the
              transaction  with  the  Galaxy  Business  as  the  acquiror.   The
              acquisition value of $3.0 billion  (including $225 million related
              to the sale of the DTH Options)  has been  allocated to the assets
              acquired and liabilities assumed based on preliminary estimates of
              their respective fair values. Assets acquired totaled $1.9 billion
              and  liabilities  assumed  were  $1.4  billion.  A  total  of $2.5
              billion,  representing  the excess of  acquisition  value over the
              fair  value  of Old  PanAmSat's  net  tangible  assets,  has  been
              allocated to intangible assets and is being amortized over 40
              years.

              The Company's consolidated results of operations have incorporated
              Old PanAmSat's  activity commencing upon the effective date of the
              Combination.  The unaudited pro forma  information  below presents
              combined  results of operations as if the Combination had occurred
              at the beginning of the respective  periods  presented  (excluding
              the impact of the $225 million gain on the sale of the DTH Options
              as well as certain  professional  and  advisory  fees  incurred in
              connection  with the Combination  totaling $33.1 million,  both of
              which are non-recurring items that are not indicative of the

<PAGE>


                              PanAmSat Corporation

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

             Company's  ordinary  course of  business).  The unaudited pro forma
             information  shown  below  is  not  necessarily  indicative  of the
             results of operations of the combined  company had the  Combination
             occurred at the beginning of the respective periods presented,  nor
             is it necessarily indicative of future results.

                      (in thousands, except per share data)

                        Three Months Ended               Nine Months Ended
                           September 30,                   September 30,
                           -------------                   -------------
                           1997      1996           1997                1996
                           ----      ----           ----                ----
Revenues               $ 170,315   $ 183,794     $ 558,101          $ 547,047
Net income                28,754      18,939        75,461             47,864
Earnings per share          0.19        0.13          0.51               0.32

       (3) New Accounting Pronouncement.

              In February 1997, the Financial  Accounting Standards Board issued
              Statement  of  Financial  Accounting  Standards  ("SFAS") No. 128,
              "Earnings  per  Share",  which will be  adopted by the  Company in
              fiscal 1998 as required by the statement.  SFAS No. 128 simplifies
              the  standards for  computing  earnings per share  required by APB
              Opinion No. 15 "Earnings  per Share." As the Company does not have
              any common stock equivalents as of September 30, 1997, the Company
              does not believe the  adoption of SFAS No. 128 will have an impact
              in the  computation  of earnings per share to be presented  within
              the Company's financial statements.

       (4) Conversion of Old PanAmSat's 12 3/4% Preferred Stock.

              On  August  14,  1997,  a  triggering  event  occurred  under  the
              Certificate  of  Designation  for Old PanAmSat's 12 3/4% Preferred
              Stock  as  a  result  of  Old  PanAmSat's  attainment  of  certain
              financial  ratios  for  the  quarter  ended  June  30,  1997.  The
              Certificate of Designation  required that upon the occurrence of a
              triggering event, Old PanAmSat would promptly exchange its 12 3/4%
              Preferred  Stock  for  12  3/4%  Senior   Subordinated  Notes.  On
              September 30, 1997,  Old PanAmSat  exchanged its 12 3/4% Preferred
              Stock into 12 3/4% Senior  Subordinated  Notes. In connection with
              the exchange,  each share of 12 3/4% Preferred Stock was exchanged
              for  $1,000 of  principal  amount of 12 3/4%  Senior  Subordinated
              Notes. Fractional shares were paid in cash. Dividends on shares of
              12 3/4% Preferred Stock ceased to accrue on the exchange date, and
              interest on the 12 3/4% Senior  Subordinated Notes began to accrue
              at that time.

       (5) PAS-6 Placed in Service.

              On August 8, 1997,  the Company  successfully  launched  its PAS-6
              Atlantic  Ocean  Region   Satellite,   the  first   communications
              satellite ever  dedicated for  direct-to-home  ("DTH")  television
              services in Latin America.  The entire PAS-6  payload,  36 Ku-band
              transponders, is fully sold to Sky Latin America, one of the Latin
              America  JVs,  which will use the  satellite  to beam  hundreds of
              television  channels  to its  DTH  service  subscribers  in  Latin
              America.  PAS-6 reached its final  orbital  location at 43 degrees
              West  Longitude and commenced  service on September 19, 1997 after
              successful completion of its in-orbit testing. See Note 6 below.

       (6) Subsequent Events.

              On August 27, 1997,  the Company  successfully  launched its PAS-5
              Atlantic Ocean Region  Satellite.  Service of the PAS-5  Satellite
              commenced on October 12, 1997.
<PAGE>


                              PanAmSat Corporation

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

              An  anomaly  has  been  detected  in  PAS-6's  solar  arrays.  The
              satellite, which contains 36 Ku-band transponders, has experienced
              several  circuit  failures in its solar arrays and may  experience
              additional  failures in the  future.  The  circuit  failures  will
              require  the  Company  to  forego  the  use of  some  transponders
              initially and to turn off additional  transponders in later years.
              The ability of transponders to provide  transmission power for DTH
              signal reception using 60-centimeter  dishes is not affected. 


<PAGE>


                              PanAmSat Corporation

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


             Results of  Operations.  The Company's  results of operations  have
             incorporated Old PanAmSat's  activity commencing upon the effective
             date of the Combination. Since this represents only four and a half
             months of activity for Old PanAmSat, management has determined that
             for  comparative  purposes,  it would be more meaningful to present
             the information  shown below on a "pro forma" basis  reflecting the
             Combination  as  though it had  occurred  at the  beginning  of the
             respective  periods  presented  (excluding  the  impact of the $225
             million  gain on the  sale of the DTH  Options  as well as  certain
             professional  and advisory  fees  incurred in  connection  with the
             Combination totaling $33.1 million, both of which are non-recurring
             items that are not indicative of the Company's  ordinary  course of
             business.) The pro forma results are not necessarily  indicative of
             the combined  results that would have occurred had the  Combination
             actually occurred at the beginning of fiscal 1996.

<TABLE>
<CAPTION>

                                                                                 (unaudited; in thousands,
                                                                                   except per share data)

                                                                  Three Months Ended                  Nine Months Ended
                                                                     September 30,                      September 30,
                                                                                                          (Proforma)     
  
                                                                 1997             1996              1997             1996
                                                                               (Proforma)
                                                                 ----             ----              ----             ----
<S>                                                             <C>              <C>               <C>              <C>

Revenues
  Outright sales and sales type leases                          $    9,375       $   53,123        $   61,559       $   137,333
  Operating leases, satellite services and other   
                                                                   160,940          130,671           496,542           409,714
                                                                ----------       ----------        ----------       -----------
Total Revenue                                                      170,315          183,794           558,101           547,047
                                                                ----------       ----------        ----------       -----------

Costs and Expenses
  Cost of outright sales and sales
   type leases                                                        -              18,114            20,476            44,634
  Leaseback expense, net of deferred
   gain                                                             15,512           10,771            46,395            44,414
  Direct operating and SG&A costs                                   33,387           28,924            95,277            95,687
                                                                ----------       ----------        ----------       -----------
Total                                                               48,899           57,809           162,148           184,735
                                                                ----------       ----------        ----------       -----------

EBITDA                                                             121,416          125,985           395,953           362,312

Depreciation and amortization                                       48,850           44,661           141,947           134,523
Interest expense, net                                               (1,088)          36,592            58,807           101,615
Other income                                                          -              (5,728)             (385)           (2,528)
                                                                ----------       ----------        -----------      ------------

Income before income taxes and
  minority interest                                                 73,654           50,460           195,584           128,702

Income tax expense                                                  35,897           24,233            95,285            60,008
Minority interest                                                    9,003            7,288            24,838            20,830
                                                                ----------       ----------        ----------       -----------

Net income                                                          $28,754      $   18,939        $   75,461           $47,864
                                                                    -------      ----------        ----------           -------
Earnings per share                                                  $  0.19         $  0.13           $  0.51           $  0.32


</TABLE>

<PAGE>


                              PanAmSat Corporation

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

              Proforma  revenues for the three months ended  September  30, 1997
              were $170.3 million, a decrease of $13.5 million or 7% as compared
              to the same period in 1996.  Proforma revenues for the nine months
              ended September 30, 1997 were $558.1 million, an increase of $11.1
              million or 2% as compared to the same period in 1996. The decrease
              in total  revenues for the three month period was due primarily to
              the inclusion of sales and sale-type leases during the same period
              in 1996.  The increase in total revenues for the nine month period
              represents  increases  in the  Company's  operating  lease/service
              agreement  revenue due to the  addition  of several new  long-term
              contracts as the Company continues to sell its available satellite
              in-orbit transponder capacity,  offset by a reduction in sales and
              sales type lease revenue during 1997 as more  customers  opted for
              operating leases/service agreements.

              Proforma  earnings  before  interest,   taxes,   depreciation  and
              amortization  ("EBITDA") for the three months ended  September 30,
              1997 was  $121.4  million,  a  decrease  of $4.6  million or 4% as
              compared to the same period in 1996.  Proforma EBITDA for the nine
              months ended September 30, 1997 was $396.0 million, an increase of
              $33.7  million or 9% as compared  to the same period in 1996.  The
              decrease  in  EBITDA for the  three  month  period  was due to the
              decrease in total  revenues.  The  increase in EBITDA for the nine
              month period was due  primarily to the increase in total  revenues
              offset by reduced cost of sales and sales type  leases,  and lower
              SG&A costs reflecting  reduced marketing activity on the Company's
              Global  Satellite  System  in  anticipation  of  future  satellite
              launches.

              Proforma  interest  expense,   net  for  the  three  months  ended
              September 30, 1997 was $(1.1) million, a decrease of $37.7 million
              or 103% as compared to the same period in 1996.  Proforma interest
              expense,  net for the nine  months  ended  September  30, 1997 was
              $58.8  million,  a decrease of $42.8 million or 42% as compared to
              the same period in 1996. The decrease in interest expense, net for
              the three and nine month periods was due to interest income earned
              on the  proceeds  from the sale of the DTH  options,  coupled with
              reduced  interest  expense  reflecting  larger amounts of interest
              capitalized on the growth in the  capitalized  costs of satellites
              under  construction  which are expected to be launched in 1997 and
              1998.

              Proforma net income for the three months ended  September 30, 1997
              was $28.8 million, an increase of $9.9 million or 52% as compared
              to the same  period  in 1996.  Proforma  net  income  for the nine
              months ended September 30, 1997 was $75.5 million,  an increase of
              $27.6  million or 58% as compared to the same period in 1996.  The
              increase  in net income for the three and nine month  periods  was
              due  primarily  to the  increase  in EBITDA  and the  decrease  in
              interest expense, net.

<PAGE>


                              PanAmSat Corporation

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


              Financial Condition.

              Effective May 16, 1997,  the  Combination  of Old PanAmSat and the
              Galaxy  Business  was  completed.  Pursuant  to  the  Combination,
              aggregate   consideration   paid  to  Old  PanAmSat   shareholders
              consisted of approximately  $1.5 billion in cash and approximately
              42.5 million shares of PanAmSat Common Stock. The cash portion was
              funded by a three year term loan in the  amount of $1.725  billion
              from Hughes Electronics  Corporation  ("HE"). (The Galaxy Business
              was owned and  operated  by Hughes  Communications,  Inc.  ("HCI")
              which itself is an indirect,  wholly owned  subsidiary  of HE). In
              addition to the $1.725  billion  loan,  at September  30, 1997 the
              Company  also  has  long-term   indebtedness   of  $1.195 billion
              (including  $73.7 million due to affiliates).  

              For  as  long  as  Old   PanAmSat's   existing   indebtedness   is
              outstanding,  Old PanAmSat will be subject to provisions contained
              in  the   indentures   governing  such   indebtedness   that  will
              significantly  limit Old  PanAmSat's  ability to pay  dividends or
              loan  funds to the  Company.  As a  result,  the  Company  will be
              restricted  from  using  Old  PanAmSat's  cash  flows  to fund the
              Company's  capital  expenditures.   On  September  30,  1997,  the
              Preferred  Stock was  converted  into 12 3/4% Senior  Subordinated
              Notes.  Dividends on the Preferred  Stock ceased to accrue at such
              time and  interest  began to accrue and is  payable  semi-annually
              each  October  15 and  April 15 on the 12 3/4% Senior Subordinated
              Notes.

              The  significant  cash outlays for the Company will continue to be
              primarily  capital  expenditures  related to the  construction and
              launch of satellites and debt service  costs.  With the successful
              launches of PAS-6 on August 8, 1997 and PAS-5 on August 27,  1997,
              the  Company  now has eight  satellites  under  various  stages of
              development   for  which  the   Company   has   budgeted   capital
              expenditures.  See Note 6 to the  Financial  Statements  above for
              more information  regarding subsequent events affecting PAS-6. The
              Company  will require  approximately  $900 million to complete the
              construction, insurance and launch of PAS-7, PAS-8, Galaxy VIII-i,
              Galaxy X, Galaxy XI,  Galaxy XII,  Galaxy XIII-i and Galaxy XIV-i.
              This  amount is  expected  to be funded from cash on hand and cash
              flow from operations.  In addition to funding new satellites,  the
              Company also expects to exercise its early buy-out options
             
              
<PAGE>


                              PanAmSat Corporation

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

              under certain satellite  sale-leaseback  transactions entered into
              in prior years which will  require the Company to fund  additional
              outlays of  approximately  $152 million in 1998 and  approximately
              $366 million in 1999. Such additional outlays also are expected to
              be funded from cash flow from operations.

                          PART II - OTHER INFORMATION


ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

   (a)   EXHIBITS

27.      Financial Data Schedule

   (b)   REPORTS ON FORM 8-K

         None.


<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:  January 7, 1998                           /s/Kenneth N. Heintz
                                                   Kenneth N. Heintz
                                                   Executive Vice President and
                                                   Chief Financial Officer
                                                   and a Duly Authorized
                                                   Officer of the Company