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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000895345-98-000293.txt : 19980512
<SEC-HEADER>0000895345-98-000293.hdr.sgml : 19980512
ACCESSION NUMBER:		0000895345-98-000293
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19980511
SROS:			NONE

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PANAMSAT INTERNATIONAL SYSTEMS INC
		CENTRAL INDEX KEY:			0000931134
		STANDARD INDUSTRIAL CLASSIFICATION:	COMMUNICATION SERVICES, NEC [4899]
		IRS NUMBER:				061407851
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		
		SEC FILE NUMBER:	005-44583
		FILM NUMBER:		98615008

	BUSINESS ADDRESS:	
		STREET 1:		ONE PICKWICK PLAZA
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06830
		BUSINESS PHONE:		2036226664

	MAIL ADDRESS:	
		STREET 1:		ONE PICKWICK PLAZA
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06830

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PANAMSAT CORP
		DATE OF NAME CHANGE:	19941121

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NEWPAS CORP
		DATE OF NAME CHANGE:	19941007

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GRUPO TELEVISA S A
		CENTRAL INDEX KEY:			0000912892
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEVISION BROADCASTING STATIONS [4833]
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		AVENIDA CHAPULTEPEC NO 28
		CITY:			06724 MEXICO DF MEXI
		STATE:			O5

	MAIL ADDRESS:	
		STREET 1:		AVENIDA CHAPULTEPEC NO. 28
		STREET 2:		COLONIA DOCTORES

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GRUPO TELEVISA S A DE CV
		DATE OF NAME CHANGE:	19931001
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<TEXT>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                  SCHEDULE 13D


                    Under the Securities Exchange Act of 1934
                                Amendment No. 1 


                              PANAMSAT CORPORATION
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   697933-10-9
                 ---------------------------------------------
                                 (CUSIP Number)

                                  Emilio Romano
                            Av. Vasco de Quiroga 2000
                                Colonia Santa Fe
                             C.P. 01210 Mexico, D.F.
                                 (525) 261-2414
- --------------------------------------------------------------------------------
   (Name, Address and Telephone Number of Person Authorized to Receive Notices
                               and Communications)

                                  May 1, 1998
                  ---------------------------------------------
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).




                             SCHEDULE 13D

CUSIP No.   697933-10-9                          Page  2 of 8 Pages

1   NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    Grupo Televisa, S.A.

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [X]
                                                         (b)  [ ]

3   SEC USE ONLY

4   SOURCE OF FUNDS*

    00

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
    PURSUANT TO ITEMS 2(d) or 2(e)                           [ ]

6   CITIZENSHIP OR PLACE OF ORGANIZATION

    Mexico

  NUMBER OF      7  SOLE VOTING POWER

   SHARES           0 shares of Common Stock (See Item 5)

 BENEFICIALLY    8  SHARED VOTING POWER

OWNED BY EACH       0

 REPORTING       9  SOLE DISPOSITIVE POWER

PERSON WITH         0 shares

                10  SHARED DISPOSITIVE POWER

                    0

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    0 shares of Common Stock (See Item 5)

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)             
    EXCLUDES CERTAIN SHARES*                                  [ ]

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    0 (See Item 5)

14  TYPE OF REPORTING PERSON*

    CO


                 *SEE INSTRUCTIONS BEFORE FILLING OUT!
     

                             SCHEDULE 13D

CUSIP No.   697933-10-9                          Page  3 of 8 Pages

1   NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    Satellite Company, LLC

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [X]
                                                         (b)  [ ]

3   SEC USE ONLY

4   SOURCE OF FUNDS*

    00

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
    PURSUANT TO ITEMS 2(d) or 2(e)                           [ ]

6   CITIZENSHIP OR PLACE OF ORGANIZATION

    Nevada

  NUMBER OF      7  SOLE VOTING POWER

   SHARES           0 shares of Common Stock (See Item 5)

 BENEFICIALLY    8  SHARED VOTING POWER

OWNED BY EACH       0

 REPORTING       9  SOLE DISPOSITIVE POWER

PERSON WITH         0 shares of Common Stock (See Item 5)

                10  SHARED DISPOSITIVE POWER

                    0

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    0 shares of Common Stock (See Item 5)

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)             
    EXCLUDES CERTAIN SHARES*                                  [ ]

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    0%

14  TYPE OF REPORTING PERSON*

    0O


                 *SEE INSTRUCTIONS BEFORE FILLING OUT!
      



Item 1.  Security and Issuer
         -------------------

            There is no change in this Section.

Item 2.  Identity and Background
         -----------------------

            There is no change in this Section.

Item 3.  Source and Amount of Funds or Other Consideration
         -------------------------------------------------

            See Item 4 below.

Item 4.  Purpose of Transaction
         ----------------------

            On  May 1, 1998,  Satellite  Company,  LLC, a wholly owned  indirect
subsidiary of Grupo Televisa,  S.A., sold all of the shares of Common Stock held
by it to Hughes Communications, Inc.

Item 5.  Interest in Securities of the Issuer
         ------------------------------------

            (a) For the  information  required by Item 5(a), see items 11 and 13
on the cover page for each of Televisa and Satellite.

            (b) For the information required by Item 5(b), see items 7, 8, 9 and
10 on the cover page for each of Televisa and Satellite.

            (c)  Except as  described  in Item 4 above,  there have not been any
transactions  in the Common  Stock  effected by or for the account of any of the
Reporting  Persons or any executive  officer or director of any of the Reporting
Persons during the past 60 days.

            (d) To the best knowledge of the Reporting Persons,  no other person
has the right to receive or the power to direct the receipt of  dividends  from,
or the  proceeds  from the sale of,  the  shares  of Common  Stock  owned by the
Reporting Persons.

            (e) May 1, 1998.

Item 6.  Contracts, Arrangements, Understandings or Relationships with
         Respect to Securities of the Issuer.
         -------------------------------------------------------------
         
            None.

Item 7.  Material to be Filed as Exhibits
         --------------------------------

         Exhibit 1. Joint Filing Agreement dated as of May 22, 1997*


- --------
*     Filed with the Securities  and Exchange  Commission as an Exhibit to Grupo
      Televisa's  Schedule  13D on May  27,  1997  and  incorporated  herein  by
      reference.


                                    SIGNATURE
                                    ---------

            After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.

Date:  May 11, 1998


                              By:   GRUPO TELEVISA, S.A.

                                    By:    /s/ Emilio Romano
                                           ---------------------------
                                           Name: Emilio Romano
                                           Title: Authorized Signatory


                                    SIGNATURE
                                    ---------

            After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.

Date: May 11, 1998


                              By:   SATELLITE COMPANY, LLC

                                    By:    /s/ Charles Steinberg
                                           ---------------------------
                                           Name: Charles Steinberg
                                           Title: Authorized Signatory


                                  EXHIBIT INDEX
                                  -------------



         Exhibit 1. Joint Filing Agreement dated as of May 22, 1997.*


- --------
*     Filed with the Securities  and Exchange  Commission as an Exhibit to Grupo
      Televisa's  Schedule  13D on May  27,  1997  and  incorporated  herein  by
      reference.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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