SecProbe.io

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Mail Stop 0407

      January 21, 2005

James W. Cuminale
Executive Vice President-
  Corporate Development, General
  Counsel and Secretary
PanAmSat Holding Corporation
20 Westport Road
Wilton, Connecticut  06897

	RE:  	PanAmSat Holding Corporation
      Registration Statement on Form S-1
      Filed December 20, 2004
      File No. 333-121463

      Registration Statement on Form S-4
      Filed December 17, 2004
      File No. 333-121423

Dear Mr. Cuminale:

      We have reviewed your Form S-1 and have the following
comments.
Note that we also are reviewing your Form S-4 only to the extent
that
our comments on your Form S-1 apply to the disclosure in your Form
S-
4.  Where indicated, we think you should revise your documents 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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      As we have conducted only a limited review of your Form S-4,
we
urge all persons who are by statute responsible for the adequacy
and
accuracy of the registration statement to be certain that all
information required pursuant to the Securities Act of 1933, as
amended, has been included.
      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 S-1 filed December 20, 2004

General
1. We note that, five months ago, on August 20, 2004, PanAmSat
Corporation became privately held.  Then, less than two months
later,
the private equity holders contributed their shares to PanAmSat
Holding Corporation in return for additional shares of your stock.
Please note in your prospectus summary why PanAmSat Corporation
went
private last August, what transactions were related to its going
private, and what are management`s reasons for conducting an
initial
public offering at this time.
2. Also, in an appropriate portion of the body of your prospectus,
please explain your reasons for the stock split on August 20, 2004
and the proposed reverse stock split prior to the offering and the
respective consequences to the value of your stock and your
financial
statements.
3. We note a number of blank spaces throughout your registration
statement for information that you are not entitled to omit under
Rule 430A, such as the anticipated price range and dividend table
information.  We also note that, as a result of the new year,
information in the prospectus must be updated.  For example, the
executive compensation disclosure must reflect 2004 compensation.
Please include this disclosure in an amendment as soon as
practicable.  Note that we may have additional comments once you
have
provided this disclosure.  Therefore, please allow us sufficient
time
to review your complete disclosure prior to any distribution of
preliminary prospectuses.

4. Please revise your disclosure throughout to remove unnecessary
capitalized terms and defined terms.  For example, revise to
delete
unnecessary parenthetical definitions, such as "The DIRECTV Group"
and "News Corporation," when the meanings of the terms are clear
from
context.  As one example, on page 1 you capitalize the terms
"Recapitalization," "Contribution" and "Offering" and indicate
that
you define them later in your prospectus summary.  Once you
explain
what the recapitalization, contribution and offering involve and
when
they have occurred or will occur, you will not need to use the
capitalized terms going forward.  In addition, please minimize
your
use of acronyms.  As one example, instead of defining Hughes
Network
Systems as "HNS", consider including the entire name.  This will
make
the disclosure easier to understand.
5. Please generally revise your registration statement to
eliminate
or further explain technical and business jargon from the
prospectus
summary and to reduce the amount of jargon throughout the rest of
the
prospectus.  For example, consider explaining terms such as "very
small aperture terminal" and "on-board redundancies" with clear
concrete everyday language.
6. We note that you include industry research for estimated growth
data and other figures cited throughout the document, such as
those
provided by, Euroconsult and the Yankee Group, for example.
Please
provide us with marked copies of any materials that support these
and
other third party statements, clearly cross-referencing a
statement
with the underlying factual support.  Confirm for us that these
documents are publicly available. To the extent that any of these
reports have been prepared specifically for this filing, file a
consent from the party.
7. Include the disclosure required by Item 201(b) of Regulation S-
K.

Special Note Regarding Forward-Looking Statements
Market and Other Data
Available Information
8. Please move these sections to the body of the prospectus.  Your
prospectus summary should immediately follow your cover page and
table of contents.

Prospectus Summary, page 1
9. Please revise to decrease the length of your summary.  It
should
discuss only the key aspects of the offering and your operations.
Much of the discussion you currently include does not appear so
highly material as to merit inclusion in the summary.  For
example,
consider eliminating here the extensive strategy discussion, which
is
more appropriate for your business section.  As another example,
please eliminate here the detailed biographical sponsors section,
as,
other than indicating the names and general identities of the
sponsors, it does not include information that is so highly
material
to an investor`s understanding of this offering as to merit
inclusion
in the summary.  In addition, avoid copying disclosure directly
from
the body of the prospectus.  For example, the "Our Business
Strategy"
disclosure is substantially similar to the "Our Business Strategy"
in
the business section.

10. Further, as part of your revisions, ensure that you provide a
balanced discussion by briefly discussing the following in the
summary:

* any material transactions that are cross-conditioned upon the
consummation of the offering, such as the amendment you mention on
page 31 to the senior secured credit facilities that would permit
additional availability under the restricted payments covenant;
* that you, including your subsidiaries, have substantial
indebtedness, indicating the aggregate amount as of September 30,
2004;
* where you discuss believed general characteristics of the
satellite
communications industry, such as the amount of revenues generated
in
the industry in 2003, discuss your particular situation, such as
how
much you generated in revenues during that period;
* where you suggest a superlative characteristic of your services
or
products, your basis for such suggestion--for example, where you
indicate your customer circuit reliability, how you determined
such
reliability was 99.999994%;
* how many of your satellites accounted for 10% or more of your
total
services or contracted backlog as of September 30, 2004.

Our Business Strategy, page 5
11. Define the phrase "free cash flow."

Our Sponsors, page 7
12. What is the significance of including background information
on
the company`s sponsors?

The Offering, page 9
13. Indicate the percentage of your outstanding common stock that
the
number of shares being offered would represent following the
offering.

Summary Historical and Pro Forma Consolidated Financial, Operating
and Other Data, page 11
14. We note your discussion of EBITDA and Adjusted EBITDA in
footnote
(5) beginning on page 13.  Indicate whether management uses EBITDA
and Adjusted EBITDA for any other purposes than compliance with
financial covenants in the company`s indentures.

Risk Factors, page 16

	General
15. Please avoid the generic conclusions in your risk factors that
a
risk could have an adverse or material adverse effect on you.
This
does not represent meaningful disclosure.  Instead, please replace
this language with specific disclosure of the possible impact upon
your operating results, business, liquidity, cash flow, financial
condition, share price, etc.  For example, in the risk factor
beginning "We could be adversely affected if any of our customers
default. . . " on page 20, particularly how would you be adversely
affected if "any" customer defaulted.  Would you be affected in
the
same way for each customer, and, since you have had defaults in
the
past, what is the likelihood of the risk`s recurrence?
16. Include an additional risk factor describing possible
conflicts
of interest that may stem from management and the sponsors` joint
decision to issue debt in a Rule 144A offering and issue common
stock
in this IPO and use proceeds from both to pay themselves pre-IPO
dividends totaling over $445 million.  In the alternative, advise
why
no risk factor is appropriate.
"Our dividend policy may limit our ability to pursue growth . .
.,"
page 16
17. Please note generally the several assumptions and judgments
you
have made in developing your dividend policy and the time frame
covered by your dividend policy.

"Our Sponsors may have significant influence on our company . .
.,"
page 22
18. We note your statements that "[s]ponsors and certain of their
affiliates . . . . currently hold . . . interests in businesses .
. .
that  . . . compete with certain portions of our business" and
that
"certain of the Sponsors currently have investments in customers
of
ours."  So that investors might understand the relevance of such
investments to your business interests, please indicate which
sponsors have voting control in any of your competitors or any of
your customers from which you derive 10% or more of your revenues
in
any segment as of September 30, 2004.  Also, name the competitor
or
customer.

Use of Proceeds, page 29
19. Please indicate here the amount of the fee to be paid to the
sponsors for terminating the management services agreements.
20. Please indicate here whether any of the sponsors, directors or
management holds any of the notes that will be redeemed with a
portion of the net proceeds of the offering and name such holders
here.  Also indicate here whether redemption of a portion of the
notes is mandatory at the time of the offering.
21. Since a portion of the 9% senior notes and Term Loan A
scheduled
to be discharged was incurred within the last year, please
describe
the use of the proceeds of such indebtedness, other than short-
term
borrowings used for working capital.  See Instruction 4 to Item
504
of Regulation S-K.

Dividend Policy and Restrictions, page 30
22. We may have significant further comment after review of the
missing information.

	General
23. Revise the first sentence in the first paragraph on page 30 to
specify the "other purposes" to which you will not apply your
available cash given your intention to use the cash to pay
dividends.
24. We note your statement that you "believe that our dividend
policy
will limit, but not preclude, our ability to pursue growth."
Provide
clearer indication of how much management expects growth to be
limited (e.g. significantly vs. minimally).
25. We note your statement on page 31 that you "have no history of
paying dividends out of [y]our cash flow."  We also note PanAmSat
Corporation`s disclosure in its 2003 Form 10-K, that the company
had
not declared or paid dividends on its common stock to date and
that
the company stated it "presently intend[s] to retain future
earnings
to support the growth of [its] business and, therefore, do[es] not
anticipate paying cash dividends in the near future."  Since, as
you
have suggested, your business is essentially subsidiary PanAmSat`s
operations, please explain why management has changed its dividend
policy.
26. Please revise to clarify whether the items in your list on
page
30 were all of the material items you reviewed and analyzed in
"determining [y]our expected initial dividend level," and further
specify the "various other aspects of our business" that you
reviewed
and analyzed.
27. Note here that your dividend policy may present a risk
concerning
your market price, as you state in your risk factors on page 16.
28. We note your statement that your board`s adoption of a
dividend
policy "reflects an intention to distribute a substantial portion
of
the cash generated by [y]our business in excess of operating
needs,"
among other things.  What did the board consider in determining
"operating needs" for the four fiscal quarters?
29. We note your statement that "[i]f we continue paying dividends
at
the level currently anticipated under our dividend policy, we
expect
that we would need additional financing..."  What is the timeframe
implied by the use of the word "continue?"  Beyond the Initial
Four
Quarters?  In addition, clarify what is meant by the reference to
management`s "current expectations."  Is this a reference to how
long
management intends to pay dividends?
30. Delete the word "expected" from the introductory sentence to
the
first bullet point list on page 30.

Minimum Adjusted EBITDA, page 31
31. We note your statement on page 31 that "[t]he assumptions and
estimates underlying the estimated financial information below are
inherently uncertain and, though considered reasonable by our
management as of the date of its preparation, are subject to a
wide
variety of significant business, economic, and competitive risks
and
uncertainties . . . ."  Please address any reasonably forseeable
material adverse developments that may affect your business and
their
effects on your assumptions and estimates here.

32. Disclose whether you expect you will have access to your
credit
facility to pay dividends.
33. Include a definition of the calculation of Adjusted EBITDA.
Note
5 to the table of selected financial data at page 52 only
describes
Adjusted EBITDA as "EBITDA further adjusted to give effect to
adjustments required in calculating covenant ratios and compliance
under the indenture(s)" governing various notes and credit
facilities.

34. If your definition and calculation of Minimum Adjusted EBITDA
at
page 32 excludes certain costs that involve cash outlays, it
appears
that this measure may not be highly correlated to cash.  In order
to
depict the amount of cash that you believe will be available to
pay
dividends in the full year following the offering, revise your
table
to remove any cash expenses that were added to EBITDA in arriving
at
your calculation of Minimum Adjusted EBITDA.  For example, you
should
subtract your estimated nonrecurring or unusual cash costs, which
would otherwise be included in Adjusted EBITDA pursuant to the
definition, in arriving at the estimated cash available to pay
dividends.
35. We note on page 33 your table presenting "Net income (loss)",
"EBITDA" and "Adjusted EBITDA" on a pro forma basis.  Revise the
table to begin with historical information from the financial
statements of PanAmSat Corporation and then show the effect of pro
forma adjustments, if applicable.  Also revise the table to begin
with historical cash flows from operations and reconcile to your
measure of cash flow used to estimate cash available to pay
dividends.
36. Tell us and clarify in the filing why you believe it is
appropriate to adjust EBITDA for amounts received for sales-type
leases had the lease been accounted for as an operating lease as
described in Note 9.   It appears that this is a non-cash
adjustment,
that does not