SecProbe.io

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Mail Stop 3561

      							October 12, 2005

Mr. Robert Medlin
Acting Chief Financial Officer
Intelsat Ltd.
Wellesley House North, 2nd Floor
90 Pitts Bay Road
Pembroke HM 08, Bermuda

	Re:	Intelsat Ltd.
      Form 20-F for Fiscal Year Ended December 31, 2004
		Filed March 15, 2005

		Form 10-Q for the Fiscal Quarters Ended June 30, 2005
      File No. 0-50262

Dear Mr. Medlin:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your documents or address the comments in future filings in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 20-F for the Fiscal Year Ended December 31, 2004

Adjusted EBITDA, page 66

1. We note that Adjusted EBITDA is a covenant measure defined by
your
credit agreement dated January 28, 2005.  In future filings please
revise to present this measure and the discussion of this measure
in
your liquidity discussion.  Also, present the required Adjusted
EBITDA amounts included in covenants.

Report of Independent Registered Public Accounting Firm, page F-2

2. Please revise to identify the independent registered public
accounting firm.

Consolidated Statement of Cash Flows, page F-6

3. Please tell us, citing accounting literature used, why you
include
deferred satellite performance incentives in cash flows from
financing activities.

Note 19 Contingencies, page F-33
(b) Litigation and claims, page F-33

4. We note on your Form 8-K filed on March 16, 2005 that
"Subsequent
to the issuance of its earnings release dated March 3, 2005, the
Company updated its results to include the effect of a $1.7
million
judgment in favor of certain of its former employees in respect of
certain wrongful termination and related claims."  We also note
that
you do not disclose the $1.7 million judgment in your notes to
your
financial statements.  Tell us and disclose in future filings all
instances for which material reserves are required in accordance
with
SFAS 5 and FIN 45.

Note 20 Business segment and geographic location, page F-35

5. We note on page 60 of your Results of Operations that you
disclose
a table that sets forth revenue by service commitment type.  In
future filings please disclose revenues from external customers
for
each service or group of similar services as required by paragraph
37
of SFAS 131.

Note 25 Quarterly Financial Information - Unaudited

6. Tell us why operating income (loss) was particularly low in the
quarter ended December 31, 2003 and 2004.  In future filings,
disclose any seasonality or trend regarding quarterly financial
information presented.

Form 10-Q for the Fiscal Quarters ended June 30, 2005

Results of Operations, page 22
Selling, General and Administrative, page 26

7. We note that the increase in selling, general and
administrative
expenses was primarily due to increases in professional fees of
$46.2
million, incurred mainly in connection with the Acquisition
Transaction.  We also note on page 62 of your Form 20-F for the
Fiscal Year Ended December 31, 2004 that the increase in selling,
general and administrative expenses was due primarily to increases
in
professional fees of $11.9 million mainly due to the acquisition
of
yourself by Intelsat Holdings. Tell us why you recorded cost
related
to Intelsat Holdings acquisition of yourself (pre and post
acquisition) in SG&A expense.  Tell us why these costs were not
used
to establish a new accounting basis of your company.  Refer to
your
basis in accounting literature.

Note 7 Satellite developments, page 13

8. We note that you have entered into a revenue share agreement
with
New Skies Satellites N.V. for alternate capacity provided to
certain
customers.  Please tell us and disclose in future filings more
about
this revenue share agreement and how you recognize revenue and
expenses pursuant to this agreement.  Refer to your basis in
accounting literature.

Note 15 Related party transactions, page 20
(c) Ownership by management, page 21

9. Tell us and disclose in future filings what percentage of
Intelsat
Holdings is owned by management and their affiliates.  Tell us how
you considered paragraph 4 of SFAS 57.

*    *    *    *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Inessa Berenbaum, Staff Accountant, at (202)
551-3371 or Dean Suehiro, Senior Staff Accountant, at (202) 551-
3384
if you have questions regarding comments on the financial
statements
and related matters.  Please contact me at (202) 551-3810 with any
other questions.

								Sincerely,

								Larry Spirgel
								Assistant Director
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Mr. Robert Medlin
Intelsat, Ltd.
October 12, 2005
Page 4

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

         DIVISION OF
CORPORATION FINANCE

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