SecProbe.io

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Mail Stop 0407

      February 4, 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/A
      Filed January 26, 2005
      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/A filed January 26, 2005

Prospectus Summary, page 1
1. We note your revisions in response to our prior comment number
one.  It is still not clear here what transactions were done to
allow
DIRECTV Group to divest itself of the company and what
transactions
were related to the recapitalization.  Please revise.  Two
considerations for this revision are noting that the "series of
transactions" involved a recapitalization through a leveraged
buyout
and also providing succinct details as to each transaction in the
series.
2. Also, so that investors might realize the impact of the
recapitalization on the company, please summarize in one place the
primary benefits and costs received by the company, the sponsors
and
management as a result of the recapitalization.
3. Regarding your reason for the contribution, please explain what
you mean on page 5 by "the implementation of an efficient debt
structure" as a means for you "to return value to [y]our
stockholders."  Please also include such explanation in your
management`s discussion and analysis on page 59 where you use
these
phrases concerning the board`s decision to declare the $246
million
dividend.

Risk Factors, page 15

	General
4. We note your response to our prior comment 16.  Please tell us
how
and whether, in developing your response, you considered that the
"pre-IPO dividend" would be paid while you are public and
significantly indebted, to only a subset of your stockholders at
that
time, and with several director affiliations with that subset of
stockholders.

Use of Proceeds, page 28
5. Concerning our prior comment 21, we note your statement that
the
proceeds of the 9% senior notes and Term Loan A facility were
used,
along with "other related financings and transactions, to
recapitalize PanAmSat."  Please be more specific here to assist
investors in understanding where the proceeds of the notes and
credit
facility in particular were spent.

Dividend Policy and Restrictions, page 30

	General
6. We note your response to our prior comment 25 as to why you
believe you should implement a dividend policy now.  Please
explain
what you mean by "greater value" to your stockholders.
7. We note your changes in response to our prior comment 64.
Please
make a similar change to the third paragraph of this subsection,
i.e.
that the company presently intends on paying dividends for at
least
the first four full fiscal quarters following the closing of this
offering.
8. Please move the paragraph beginning "However, as described more
fully below . . ." which includes the bulleted risk factors about
the
dividend policy so that it immediately follows the first paragraph
of
this section.
9. The paragraph beginning "In determining our intended dividend .
.
." appears to be largely duplicative of the information provided
in
the "Assumptions and Considerations" section.  Please delete it or
combine it with that later disclosure to the extent it discusses
any
new points.

Minimum Adjusted EBITDA, page 31
10. Revise the description of the calculation of Adjusted EBITDA
on
page 31 to clarify that the adjustment for sales-type leases is
permitted under the debt covenants, as indicated in your response
to
prior comment 36.
11. Refer to prior comment 35.  Revise the table on page 33 to
reconcile historical cash flows from operations directly to
historical Adjusted EBITDA, instead of reconciling to net income.
Also eliminate the pro forma adjustments since these relate
primarily
to interest expense that is excluded from EBITDA.
12. In note two to the tables, please disclose the $172 million
for
capital expenditures in 2004, as disclosed on pages 36 and 105.
In
addition, please elaborate on your discussion of your past funding
of
capital expenditures out of insurance proceeds and the relative
expectation for the availability of insurance proceeds to fund
capital expenditures in future periods (and not just for the
Initial
Four Quarters).

13. Expand the disclosure in note four to explain the basis for
the
working capital adjustment for September 30, 2004.  Why is working
capital a source of cash for that period?
14. It appears that the transaction-related costs described in
note
16 represent cash payments.  If that is the case, revise the table
to
subtract these from Adjusted EBITDA and reduce the amount of cash
available to pay dividends.
15. In your supplemental response to comment 38 you state that you
expect to incur a net operating loss during the Initial Four
Quarters.  However, it appears that you have not provided a
similar
discussion of this expected trend in note 6 or in management`s
discussion and analysis.  Please revise or advise.
16. It appears that the adjustments for cash income taxes in the
table on page 31 should be the same or similar to the amount
subtracted from Minimum Adjusted EBITDA on page 32.  Please revise
or
explain the reason for the difference in note 6.

Assumptions and Considerations, page 36
17. Please indicate your expectation of the collectability of the
backlog amounts you indicated in the second bullet under the first
paragraph under this heading.  We note disclosure in your risk
factors section about risks of default that should be made clear
here, given the magnitude of these numbers.
18. The new language in the fourth bullet under the first
paragraph,
discussing capital expenditures, should be expanded to describe
the
assumptions about the trends regarding the availability of
insurance
proceeds to fund capital expenditures going forward.  In addition,
given that these apparent capital expenditure policy changes are a
means of achieving the dividend policy objective, please provide a
discussion of the amount of capital expenditures that management
believes is necessary to maintain the effectiveness of your
present
operations.
19. Please revise the fifth bullet under the first paragraph to
provide the historical amounts of operating expenses considered
and
the extent to which your policies regarding operating expenses
will
change, as with capital expenditures, for example, in order to
maintain the dividend policy.
20. We note your disclosure in the first paragraph on page 38
concerning your policy involving the retention of sufficient cash
after the distribution of dividends to permit the pursuit of
growth
opportunities that do not require material capital investments.
Please explain what types of growth opportunities those might be,
and
how you distinguish them from necessary expenditures for
maintaining
the status quo.  Also, please quantify what you currently consider
this amount of cash to be, in light of the fact that this is
somewhat
contrary to the stated policy of distributing substantially all of
the cash over and above that necessary for the relatively fixed
costs
of debt service and maintenance capital expenditures.

Selected Financial Data, page 53
21. We refer to your disclosure in note five on page 53 and
elsewhere
in the prospectus with regard to "Adjusted EBITDA" being used by
management as a basis for measuring performance.  While we do not
object to your presentation of "Adjusted EBITDA" as a material
component of debt covenants, it is generally not appropriate to
exclude recurring charges such as "depreciation and amortization"
and
"restructuring charges."

Since you present a non-GAAP measure that excludes recurring
charges,
you should provide detailed disclosures why management believes a
performance measure that excludes these recurring charges is
useful.
Refer to Item 10 of Regulation S-K and Question 8 of our
Frequently
Asked Questions document on non-GAAP measures which is available
on
our website at: www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm.

Your discussion should, at a minimum, disclose the following:

* the manner in which management uses the non-GAAP measure to
conduct
or evaluate the business;
* the economic substance behind management`s decision to use such
a
measure;
* the material limitations associated with the use of the non-GAAP
measure as compared to the use of the most directly comparable
GAAP
measure, net income (loss); and
* the manner in which management compensates for these limitations
when using the non-GAAP financial measure.

Management`s Discussion and Analysis, page 57

	Liquidity and Capital Resources, page 89
22. In your disclosure about your capital expenditures on page
105,
please further describe the shift in your capital expenditures
policy
necessitated by the dividend policy and the potential implications
of
the shift on your liquidity and operations.

Business, page 118

	General
23. We note your response to our prior comment 77 that you
"believe[]
it would be misleading to identify certain satellites as not
having
backup capacity available."  Therefore, please confirm that you
currently have backup capacity for all of your 21 satellites.

Management, page 139

      Executive Compensation, page 142
24. Please update your disclosure to reflect information for 2004.
In addition, please update all other information required to be
updated for 2004 (e.g. related party transactions) and remove all
conditional language describing historical results (e.g.,
"expected"
capital expenditures for 2004).

The Transactions, page 151
25. We note your revisions in response to our prior comment number
one and other disclosures in this section of the prospectus,
including your discussion of net operating losses and net deferred
tax liabilities on page 151.  Please describe and quantify any
material tax effects the recapitalization, including the leveraged
buyout, had on the company.  In addition, assess the impact of the
initial public offering upon any significant tax benefits
resulting
from the recapitalization.

Underwriting, page 170
26. We note your response to our prior comment 88 concerning the
i-
Deal system.  Please provide us with any screen shots, emails and
drafts of any other communications that the underwriters propose
to
use in the electronic distribution.
27. Please confirm to us that the other members of the syndicate
named on the cover page will not engage in an electronic
distribution
in connection with this offering.
28. We note, in your response to our prior comment 88, the
communication the representatives propose to send to the
syndicate.
Please delete your suggestion that the representatives are
informing
the syndicate of the information because the Commission has asked
the
representatives to do so.
29. As soon as practicable, please indicate in the registration
statement the number of shares and percentage you are reserving
for
sale in the directed share program.  Tell us whether you
anticipate
the aggregate dollar amount of the proposed sale exceeds $60,000
to
any person in one of the categories described in Item 404(a) of
Regulation S-K and whether 5% or more of the shares in the
offering
are directed to one person or organization.  We may have further
comments based upon your response.

Financial Statements

	General
30. With regard to your response to prior comment 90, we note that
you have used the minimum value method for computing the fair
value
of your stock options under paragraphs 20 and 174-181 of FAS 123.
Tell us and disclose the reasons that the historical volatility of
common stock prior to the recapitalization was not considered in
your
determination of an estimate of expected volatility of the non-
public
entity, especially in light of the representation that there have
been no significant changes to your operations since the
recapitalization.
31. We note the significant increase in the fair value of your
common
stock from $2.77 to the offering price and the number of stock
options issued since the recapitalization.  Please tell us and
revise
the disclosures to include the following:

* For each grant date, the number of options or shares granted,
the
exercise price, the fair value of the common stock, and the
intrinsic
value, if any per option and whether the valuation used to
determine
the fair value of the equity instruments was contemporaneous or
retrospective;
* In management`s discussion and analysis, a discussion of the
fair
value of outstanding vested and unvested options based on the
estimated IPO price and the options outstanding as of the most
recent
balance sheet date (year-end or interim) presented in the
registration statement;
* In management`s discussion and analysis, a discussion of the
significant factors, assumptions, and methodologies used in
determining fair value and a detailed discussion of each
significant
factor contributing to the difference between the fair value as of
the date of each grant and the estimated IPO price; and
* Any other disclosures required pursuant to SOP 94-6 regarding
estimates and judgments in the valuation of privately issued
equity
securities.

Balance Sheet, page F-61
32. We reissue prior comment 91.  We believe you need to include a
column alongside the historical balance sheet of PanAmSat
Corporation
to reflect the dividends paid to existing shareholders.   This
presentation will show the reduction in equity just prior to the
receipt of offering proceeds.

   Note 2. PanAmSat Merger, Subsequent Sale and Related
Transactions,
page F-65
33. We are still evaluating your response to comment 93.

Exhibits
34. Please provide us with a draft copy of the underwriting
agreement
as soon as practicable.
35. Please file as an exhibit the amendment to the senior secured
credit facilities that you describe in response to comment 10, or
tell us why you believe it is not required to be filed as an
exhibit.

Supplemental Markup of Certain Non-Rule 430A Information
36. Please include non-Rule 430A information in your next
amendment.
37. We note a discrepancy in your estimated capital expenditures
for
the Initial Four Quarters on pages 32 and 34.  Revise or advise.

Form S-4 filed December 17, 2004
38. To the extent applicable, revise to comply with the comments
above.

*	*	*	*

      As appropriate, please amend your registration statements in
response to these comments.  You may wish to provi