SecProbe.io

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Mail Stop 0407

      February 15, 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 February 7, 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 February 7, 2005

Prospectus Summary, page 1
1. We note your revisions in response to our prior comment one.
Please also state plainly in the first sentence of the first
paragraph on page five that prior to the recapitalization PanAmSat
was a publicly-held company whose common stock traded on NASDAQ
and
that, as a result of the recapitalization, PanAmSat became a
private
company.
2. Please also add to your paragraph on page five other benefits
received by the parties to the recapitalization, such as the $50
million transaction fee the sponsors received in connection with
the
recapitalization and the $6.5 million transaction bonus pool paid
to
executives and employees.
3. We note your response to our prior comment two.  In addition to
the changes already made, you should provide an aggregate dollar
amount of all the benefits  received (and to be received) by the
Sponsors and management as a result of the August 2004
Recapitalization, October 2004 Contribution and the offering.
4. We note your response to our prior comment three.  If the
Sponsors, management and one director incurred substantial debt in
connection with their purchases of company stock from DirectTV,
and
if they intend on using the dividend to reduce or extinguish this
debt, please address.  We note the requirements of Item 404 of
Regulation S-K.

Dividend Policy and Restrictions, page 30

	General
5. We may have additional comments when you complete the
information
on page 33.

      Pro Forma Cash Available to Pay Dividends, page 34
6. Revise the table on page 34 to subtract the payments of $9.5
million to cash out the restricted stock units and stock options
and
$5.0 million for bonuses paid to certain executives as described
in
note 12.  Since these types of costs may occur in future periods,
they should not be deducted from Adjusted EBITDA to arrive at the
amount of cash available to pay dividends.

	Assumptions and Considerations, page 37
7. In response to our prior comment 70 from our January 21, 2005
letter, you emphasized that, "to achieve [your business strategy]
goals, [you] plan to increase the use of [y]our existing satellite
fleet, improve connectivity to [y]our terrestrial network and
continue to provide a 24/7 customer support organization."  With
this
limited growth strategy in mind, please indicate your bases for
the
reasonableness of the expectation you give, in response to our
prior
comment number 18 from our February 4, 2005 letter, that you will
have such a significant increase in cash flow from operations to
offset the reduced cash and cash equivalents stemming from the
recapitalization.

Management`s Discussion and Analysis, page 59

	Stock Compensation, page 109
8. Please tell us what you mean by "general market conditions" in
determining the fair value of the common stock on September 16,
2004
and October 19, 2004.

Business, page 123

	General
9. We note your response to our prior comment 23.  Please confirm
whether you have backup capacity for any satellite that generated
a
material percentage of your revenues for fiscal 2004.

Management, page 144

	Summary Compensation Table, page 148
10. Please revise to ensure the notes are associated with the
appropriate award or explain to us how the $224,900 restricted
stock
awards to Messrs. Eaton and Inglese relate to the $1.5 million
transaction bonus.

Underwriting, page 175
11. We note your response to our prior comment 88 from our January
21, 2005 letter.  Please tell us whether Merrill Lynch`s
procedures
are the same as those that were previously cleared with us.
12. Regarding your response to our prior comment 26 from our
February
4, 2005 letter, to address that procedures for online
distributions
previously cleared with us may have changed since clearance,
please
revise your communication from the underwriters` representatives
to
the syndicate by adding "and those procedures have not changed" to
the end of the second clause.

Financial Statements

      Balance Sheet, page F-62
13. We understand that you will address prior comment 32 when you
include the balance sheet as of December 31, 2004.

      Note 2. PanAmSat Merger, Subsequent Sale and Related
Transactions, page F-65
14. With regard to prior comment 93 dated January 21, 2005 we are
confirming that you do not need to identify as predecessors the
financial statements for periods prior to the date of the merger.

Form S-4 filed December 17, 2004
15. 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 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 supplemental 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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

	You may contact Alonso Rodriguez, Staff Accountant, at (202)
824-5497, or Terry French, Accountant Branch Chief, at (202) 942-
1998, if you have any questions regarding comments on the
financial
statements and related matters.  Please contact Cheryl Grant,
Staff
Attorney, at (202) 942-1916, or me, at (202) 942-1990, with any
other
questions.

					Sincerely,

					Larry Spirgel
					Assistant Director

cc:	via facsimile (212) 455-2502
      Joseph Kaufman, Esq.
	Simpson, Thatcher & Bartlett LLP

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Mr. Cuminale
PanAmSat Holding Corporation
February 15, 2005
Page 5

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