Information included herein, marked with [*], is being filed pursuant to a 
request for confidential treatment.


                              Amendment Number 3 to
                     Launch Services Agreement LKEC-9411-002
                         dated 14 November 1994, through
                      Amendment Number 2, dated 9 June 1995


         This Amendment Number 3 (the "Amendment") is entered into this 23rd day
of August, 1996, by and between PanAmSat Corporation, a Connecticut corporation
and the successor in interest to PanAmSat, L.P. ("PanAmSat" or "Customer"), and
Lockheed-Khrunichev-Energia International, Inc. ("LKEI" or "Contractor"). This
Amendment amends that certain Launch Services Agreement, dated November 14,
1994, by and between PanAmSat and LKEI (the "Agreement"). All capitalized terms
used in this Amendment, unless otherwise specified, have the meanings set forth
in the Agreement.

         WHEREAS, PanAmSat and LKEI each desire to make certain changes to the
Agreement.

         NOW, THEREFORE, in consideration of the mutual benefits to be derived,
and for other good and valuable consideration, the receipt of which is hereby
acknowledged, PanAmSat and LKEI agree that:

         1.    Payment Schedule for Launch B.  The payment schedule set forth in
               ------------------------------
Section 6.1 is modified with respect to Launch B as follows:



             **********************             *********************
             **********************             *********************
             **********************             *********************
             **********************             *********************
             **********************             *********************
             **********************             *********************
             **********************             *********************
             **********************             *********************
<PAGE>
The information below, marked with [*], is being filed pursuant to a request for
confidential treatment.



          2.  Manner and Payment Location. In accordance with the LKEI notice,
              ----------------------------
LKEB-9604-0077, dated 15 April 1996, Section 6.3 (Article 6.3 in the notice
above) is deleted in its entirety and the following inserted in lieu thereof:

         "6.3 Manner and Payment Location. All payments in connection with this
              ----------------------------
Agreement shall be made in immediately available funds to Contractor' s account
by telegraphic bank transfer, with telex notice from the issuing bank to the
receiving bank as follows:
                           Citibank N. A.
                           One Penn's Way
                           New Castle, DE 19720
                           ******************
                           ******************

          3.  Designated Launch Period. The table set forth in Section 7.1 of 
              -------------------------
the Agreement is amended in its entirety to read as follows:

                                 "Launch Period
                                  -------------

         PAS A (Hughes 601 HP Satellite)             04/01/97-06/30/97
         PAS B (Loral FS- 1300)                      01/01/98-03/31/98
         PAS C (satellite configuration TBD)         10/01/98-12/31/98

         * Final satellite identity and configuration to be determined no later
than L-18 months for affected launch."

         For the avoidance of doubt, reference in the Agreement to the original
Launch Period designated in the Agreement shall refer to the above schedule.

<PAGE>
The information below, marked with [*], is being filed pursuant to a request for
confidential treatment.


          4.  Right to Retain Payments. The portion of the table (entitled
              -------------------------
"Amount or % of Contract Price") relating to the Launch of PAS-B set forth in
Section 20.5 of the Agreement is amended in its entirety to read as follows:

                         "Date                     Launch B
                          ----                     --------

                  Current to 7/31/96                 ***
                  08/01/96-01/31/97                  ***
                  01/31/97                           *** "

          5.  Replacement Launch Services. Sections 34.3 and 34.4 of the
              ----------------------------
Agreement are amended in their entirety to read as follows:


         "34.3 Election of Replacement Launch Services. Within ****** after a
               ----------------------------------------
determination of a Launch-Mission Failure, or within ********* after a
successful launch in which there is a Payload Failure, Customer may elect to
obtain Replacement Launch Services, by providing written notification to the
Contractor Representative identified in Article 31, NOTICES, of this Agreement.

           a.     This Notice shall specifically cite this Article and identify
                  the affected launch, including launch date and payload for
                  which the Replacement Launch Service is being obtained; and

<PAGE>
The information below, marked with [*], is being filed pursuant to a request for
confidential treatment.


                  b. The Contractor shall, if requested by Customer, provide a
********************************************** from the date of notification. If
an earlier Launch Period is requested by Customer then, subject to obligations
of the Contractor to other customers of Contractor and the availability of a
Launch Opportunity, the Contractor shall assign the earlier Launch Period. The
foregoing notwithstanding, the parties shall negotiate in good faith to
establish the price of a Replacement Launch within the pricing parameters set
forth in Section 34.5 below within two (2) weeks following Customer' s
notification. If the parties are unable to agree upon a price within the two (2)
week period, unless Customer agrees, subject to any further negotiation that may
be conducted, to pay the maximum price required under Section 34.5 or, if less,
Contractor' s last best offer, Contractor' s obligations to provide Customer
with a Replacement Launch within the period specified shall slip day for day
until an agreement upon price is reached.


         34.4 Determination of Launch Slot or Launch Period. Within 30 days
              ----------------------------------------------
after receipt of Customer' s notice pursuant to paragraph 34.4 above, the
Parties shall mutually agree upon a Launch Slot or a Launch Period, as
applicable, taking into account the Customer' s request as well as the available
launch opportunities."


         6.   Technical Provisions
              --------------------
                           ***********
                           ***********
                           ***********
                           ***********
                           ***********


<PAGE>
          7.  Execution in Counterparts. This Amendment may be executed in
              --------------------------
several counterparts, each of which shall be deemed an original, and all of
these counterparts together shall constitute but one and the same instrument.


                  Each of the parties have duly executed and delivered this
Amendment as of the day and year first written above.



                                            PANAMSAT CORPORATION

                                            BY:   /s/ Frederick A. Landman
                                                 ---------------------------
                                            NAME:   Frederick A. Landman
                                            TITLE:  President and CEO



                                            LOCKHEED-KHRUNICHEV-ENERGIA
                                            INTERNATIONAL, INC.

                                            BY:   /s/ Ronald D. Stoneburner
                                                 ---------------------------
                                            NAME:  Ronald D. Stoneburner
                                            TITLE: Vice President, Contracts