UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 20-F/A(Amendment No. 1)

|(Mark One) |  |                                                                                              
|---------- |  | ---------------------------------------------------------------------------------------------
|o          |  | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)OF THE SECURITIES EXCHANGE ACT OF 1934



OR



|x |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | -----------------------------------------------------------------------------------
|  |  |                                                                                    

For
the fiscal year ended December 31, 2011



OR



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

OR



|o |  | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ------------------------------------------------------------------------------------------



Date
of Event Requiring This Shell Company Report

For
the transition period fromto

Commission File Number
333-159793-01

TELESAT HOLDINGS INC.

(Exact Name of Registrant
as Specified in Its Charter)



Not Applicable

(Translation of Registrant’s
Name into English)



Canada

(Jurisdiction of Incorporation
or Organization)



1601 Telesat Court, Ottawa,
Ontario, Canada K1B 5P4

(Address of Principal Executive
Offices)



Christopher S. DiFrancesco
Vice-President, General Counsel and Secretary
Telesat Holdings Inc.
1601 Telesat Court
Ottawa, Ontario, Canada K1B 5P4
Tel.: (613) 748-8700 ext. 2268
Fax: (613) 748-8712

(Name, Telephone, E-mail
and/or Facsimile Number and Address of Company Contact Person)



Securities registered or
to be registered pursuant to Section 12(b) of the Act.



|Title of Each Class |  | Name of Each Exchange on Which Registered
|------------------- |  | -----------------------------------------
|None                |  | None                                     



Securities registered or
to be registered pursuant to Section 12(g) of the Act.



None

(Title of Class)



Securities for which there
is a reporting obligation pursuant to Section 15(d) of the Act.



None

(Title of Class)













Indicate the number of outstanding
shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
Common Shares – 74,252,460; Director Voting Preferred Shares – 1,000; Non-Voting Participating Preferred Shares –
35,953,824; Senior Preferred Shares – 141,435; and Voting Participating Preferred Shares – 7,034,444.



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNox



If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. YesxNoo



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. YesxNoo



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YesoNoo



Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):



|Large accelerated filero |  | Accelerated filero |  | Non-accelerated filerx
|------------------------ |  | ------------------ |  | ----------------------



Indicate by check mark which
basis of accounting the registrant has used to prepare the financial statements included in this filing:



|U.S. GAAPo |  | International Financial Reporting Standards as issued bythe International Accounting Standards Boardx |  | Othero
|---------- |  | ----------------------------------------------------------------------------------------------------- |  | ------



If
“Other” has been checked in response to the previous question, indicate by check mark which financial statement item
the registrant has elected to follow.oItem 17oItem 18



If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).YesoNox











Explanatory
Note



This Amendment No. 1 to Form 20-F for the
year ended December 31, 2011 originally filed by Telesat Canada is being filed solely (i) to reflect Telesat Holdings Inc. as the
registrant instead of Telesat Canada and (ii) to include new certifications by the principal executive officer and principal financial
officer of Telesat Holdings Inc. The officers signing the certifications are the same individuals and hold the same positions with
both Telesat Canada and Telesat Holdings Inc. No other changes have been made to the Form 20-F. This Amendment No. 1 speaks as
of the original filing date of the Form 20-F, does not reflect events that may have occurred subsequent to the original filing
date, and does not modify or update in any way disclosures made in the original Form 20-F.  Future Form 20-F and Form 6-K
filings will be filed on EDGAR under the Telesat Holdings Inc. name.











SIGNATURES



The registrant hereby certifies
that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign
this Annual Report on its behalf.



| |  | TELESAT HOLDINGS INC.                                                                         
| |  | ----------------------------------------------------------------------------------------------
| |  |                                                                                               
| |  | /s/
    Daniel S. GoldbergName: Daniel S. GoldbergTitle: President and Chief Executive Officer



Date: January 14, 2013