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

                                    FORM 8-K


                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                                  July 3, 2006
                Date of Report (Date of earliest event reported)


                              INTELSAT CORPORATION
             (Exact name of registrant as specified in its charter)

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      Delaware                   0-22531                    95-4607698
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(State or other         (Commission File Number)          (IRS Employer
  jurisdiction                                           Identification No.)
of  incorporation)
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3400 International Drive, N.W.
      Washington, D.C.                                             20008
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(Address of principal executive                                  (Zip Code)
          offices)
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       Registrant's telephone number, including area code: (202) 944-6800


                              PANAMSAT CORPORATION
                                20 Westport Road,
                            Wilton, Connecticut 06897

         (Former Name and Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[_]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[_]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
      CFR 240.14a-12)

[_]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[_]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))







ITEMS 1.01, 1.02, 2.03, AND 5.01.

ACQUISITION BY INTELSAT (BERMUDA), LTD.

     On July 3, 2006,  Intelsat (Bermuda),  Ltd. ("INTELSAT  BERMUDA") completed
the previously  announced  acquisition (the  "ACQUISITION")  of PanAmSat Holding
Corporation  ("PANAMSAT  HOLDCO"),  pursuant to a Merger Agreement,  dated as of
August 28, 2005, by and among Intelsat Bermuda,  Proton Acquisition  Corporation
and PanAmSat HoldCo (the "MERGER AGREEMENT").  Pursuant to the Merger Agreement,
Proton  Acquisition  Corporation  merged  with and into  PanAmSat  HoldCo,  with
PanAmSat HoldCo surviving the merger, and each share of common stock of PanAmSat
HoldCo was converted into the right receive $25.00, plus approximately  $0.00927
in respect of a pro rata quarterly dividend, in cash without interest.

     The Acquisition  was financed by an issuance by Intelsat  Bermuda of senior
notes due 2013 and 2016 in an aggregate  principal amount of $2.34 billion (the
"INTELSAT NOTES"),  a $600 million  borrowing by Intelsat Bermuda under a Senior
Bridge Loan Credit Agreement,  dated as of July 3, 2006, among Intelsat Bermuda,
various  lending  institutions  and Deutsche Bank AG Cayman Islands  Branch,  as
Administrative  Agent (the "INTELSAT BRIDGE FACILITY"),  an issuance by PanAmSat
Corporation,  a wholly owned subsidiary of PanAmSat HoldCo ("PANAMSAT OPCO"), of
9% Senior Notes due 2016 in an aggregate  principal amount of $575 million  (the
"PANAMSAT NOTES"), and cash on hand at Intelsat Bermuda, PanAmSat OpCo and their
respective affiliates.

     As a result of the completion of the  Acquisition,  PanAmSat HoldCo (which,
in connection with the Merger, was renamed Intelsat Holding Corporation and will
hereafter be referred to as Intelsat Holding  Corporation)  became 100% owned by
Intelsat  Bermuda.  The foregoing  brief summary is qualified in its entirety by
reference  to  the  Merger  Agreement   included  as  Exhibit  99.1  hereto  and
incorporated herein by reference.

CERTIFICATE OF INCORPORATION AND BYLAWS

     Following  the issuance of the  PanAmSat  Notes and the  completion  of the
Acquisition,  the certificate of  incorporation  of PanAmSat OpCo was amended to
change the name of PanAmSat  OpCo to "Intelsat  Corporation"  (and PanAmSat OpCo
will hereafter be referred to as Intelsat  Corporation).  Pursuant to the Merger
Agreement,  the By-Laws of Intelsat  Corporation  were amended and restated.  In
addition,  the By-Laws of Intelsat Corporation were amended to create a Security
Committee of the Board of Directors of Intelsat Corporation.

     The amendment to the Certificate of Incorporation  of Intelsat  Corporation
and the Amended and Restated By-Laws of Intelsat Corporation are attached hereto
as Exhibit 3.1 and 3.2, respectively.

ISSUANCE OF PANAMSAT NOTES

     On July 3, 2006,  Intelsat  Corporation  issued the PanAmSat Notes. Also on
July 3, 2006,  Intelsat Bermuda issued the Intelsat Notes. The net proceeds from
these  offerings  were  used,  together  with  cash on hand and a  borrowing  by
Intelsat  Bermuda  under  the  Intelsat  Bridge  Facility,   to  consummate  the
Acquisition  and to fund a tender offer for Intelsat  Holding  Corporation's  10
3/8% Senior  Discount  Notes due 2014.  The  Indenture  dated as of July 3, 2006
pursuant to which the PanAmSat Notes were issued (the  "INDENTURE")  is attached
hereto as Exhibit 4.1 and incorporated herein by reference.

                                      -2-



     The Indenture contains covenants which, among other things:  limit Intelsat
Corporation's ability and the ability of its restricted subsidiaries to incur or
guarantee  additional debt or issue  disqualified  stock or preferred stock; pay
dividends  or make other  equity  distributions;  repurchase  or redeem  capital
stock; make investments or other restricted payments;  create liens; sell assets
or consolidate or merge with or into other companies; and engage in transactions
with affiliates.

     The Indenture also contains  events of default with respect to: defaults in
any payment of interest on any note when due continues for 30 days;  defaults in
the payment of principal when due; subject to certain exceptions, the failure by
Intelsat Corporation or any of its restricted subsidiaries to comply for 60 days
after notice with its other  agreements  contained in the PanAmSat  Notes or the
Indenture;  the failure by Intelsat Corporation or any significant subsidiary to
pay certain indebtedness when due within any applicable grace period after final
maturity or the  acceleration  of any such  indebtedness  by the holders thereof
because of a default,  in each case,  if the total  amount of such  indebtedness
unpaid or  accelerated  exceeds  $50  million;  certain  events  of  bankruptcy,
insolvency  or   reorganization   of  Intelsat   Corporation  or  a  significant
subsidiary;  or any guarantee of a significant  subsidiary which ceases to be in
full force and effect.

     The PanAmSat  Notes are redeemable on the dates,  at the redemption  prices
and in the manner specified in the Indenture.

     Intelsat  Corporation  agreed pursuant to a registration  rights  agreement
(the "REGISTRATION  RIGHTS AGREEMENT") to make an offer to exchange the PanAmSat
Notes for registered,  publicly tradable notes that have substantially identical
terms as the PanAmSat Notes. The Registration Rights Agreement, dated as of July
3, 2006, is attached hereto as Exhibit 4.2 and incorporated herein by reference.

     AMENDMENT AND RESTATEMENT OF CREDIT FACILITY

     In connection with the Acquisition,  Intelsat  Corporation  entered into an
Amendment  Agreement,  dated as of July 3, 2006,  with  Citicorp  USA,  Inc., as
Administrative Agent, the lenders named therein,  Citigroup Global Markets Inc.,
as Joint Lead Arranger and Joint  Bookrunner,  Deutsche Bank Securities Inc., as
Joint Lead Arranger and Joint Bookrunner, Credit Suisse Securities (USA) LLC, as
Joint Lead Arranger and Joint Bookrunner,  Credit Suisse,  Cayman Islands Branch
as Syndication  Agent and Lehman  Brothers Inc. as Joint Lead Arranger and Joint
Bookrunner  (the  "AMENDMENT  AGREEMENT").

                                      -3-



     The Amendment  Agreement sets forth the terms pursuant to which the parties
thereto agreed to amend and restate, effective on July 3, 2006 immediately after
the Acquisition (as so amended and restated, the "JULY 2006 AMENDED AND RESTATED
CREDIT AGREEMENT"),  Intelsat  Corporation's Credit Agreement dated as of August
20, 2004,  as  previously  amended and restated as of March 22, 2005 (the "MARCH
2005 AMENDED AND RESTATED CREDIT AGREEMENT"). The July 2006 Amended and Restated
Credit  Agreement  renews and extends the credit  facilities  provided under the
March 2005 Amended and Restated Credit Agreement.

     The July  2006  Amended  and  Restated  Credit  Agreement  provides  credit
facilities in an aggregate  principal amount of $1,991,010,000,  consisting of a
$355,910,000  Tranche A-3 Term Loan with a six year maturity,  a  $1,635,100,000
Tranche  B-2 Term Loan  with a seven  and  one-half  year  maturity,  and a $250
million Revolving Credit facility with a six-year  maturity.  Up to $150 million
of the revolving credit facility is available for issuance of letters of credit.
Additionally,  up to $35 million of the revolving  credit  facility is available
for swingline loans.  Both the face amount of any outstanding  letters of credit
and any swing line loans reduce availability under the revolving credit facility
on a dollar for dollar basis.  The revolving  credit  facility is available on a
revolving basis during the period beginning on the Amendment  Effective Date and
the initial  funding of the credit  facilities and  terminating six years later.
Proceeds  of the loans  made by the  Lenders  under the July  2006  Amended  and
Restated  Credit  Agreement  on July 3 2006  were  applied  in  satisfaction  of
obligations under the March 2005 Amended and Restated Credit Agreement.

     Interest  rates under the July 2006 Amended and Restated  Credit  Agreement
range from LIBOR  plus  2.125 % to LIBOR plus  2.875% or ABR plus  1.125% to ABR
plus 1.875%, depending on certain  financial  measures.

     Obligations  under the July 2006  Amended  and  Restated  Credit  Agreement
continue to be  guaranteed  by certain  subsidiaries  and secured by a perfected
first  priority  security   interest  to  the  extent  legally   permissible  in
substantially all of the borrower's and the guarantors'  tangible and intangible
assets,  with  certain  agreed  exceptions,  as was the case with the March 2005
Amended and Restated Credit Agreement.

     The Amendment Agreement is attached hereto as Exhibit 10.1 and incorporated
herein by  reference.  The July 2006  Amended and Restated  Credit  Agreement is
attached hereto as Exhibit 10.2 and incorporated herein by reference.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

     (a) Not applicable.

     (b) Not applicable.

     (c) Not applicable.

     (d) Exhibits.

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EXHIBIT NO.         DOCUMENT DESIGNATION
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3.1                 Certificate of Amendment to Certificate of Incorporation of
                    Intelsat Corporation.

3.2                 Amended and Restated Bylaws of Intelsat Corporation.

4.1                 Indenture for the 9% Senior Notes due 2016, dated as of July
                    3, 2006, by and among PanAmSat Corporation, as Issuer, the
                    Subsidiary Guarantors named therein and Wells Fargo Bank,
                    National Association, as Trustee (incorporated by reference
                    to Exhibit 4.1 of Intelsat Holding Corporation's Form 8-K
                    filed July 10, 2006).

4.2                 Registration Rights Agreement for the 9% Senior Notes due
                    2016, dated as of July 3, 2006, by and among PanAmSat
                    Corporation, the Subsidiary Guarantors and Deutsche Bank
                    Securities Inc., Lehman Brothers Inc., Credit Suisse
                    Securities (USA) LLC, Citigroup Global Markets Inc., and
                    Merrill Lynch, Pierce, Fenner Smith Incorporated as
                    Representatives of the Initial Purchasers named therein
                    (incorporated by reference to Exhibit 4.2 of Intelsat
                    Holding Corporation's Form 8-K filed July 10, 2006).

10.1                Amendment Agreement, dated as of July 3, 2006, by and among
                    PanAmSat Corporation, Citicorp USA, INC., as Administrative
                    Agent, the lenders named therein, Citigroup Global Markets
                    Inc., as Joint Lead Arranger and Joint Bookrunner, Deutsche
                    Bank Securities Inc., as Joint Lead Arranger, Joint
                    Bookrunner, Credit Suisse Securities (USA) LLC, as Joint
                    Lead Arranger and Joint Bookrunner, Credit Suisse, Cayman
                    Islands Branch as Syndication Agent and Lehman Brothers Inc.
                    as Joint Lead Arranger and Joint Bookrunner (incorporated by
                    reference to Exhibit 10.1 of Intelsat Holding Corporation's
                    Form 8-K filed July 10, 2006).

10.2                Credit Agreement, dated as of August 20, 2004, as amended
                    and restated as of March 22, 2005, as further amended and
                    restated as of July 3, 2006, among PanAmSat Corporation, (to
                    be renamed Intelsat Corporation on the Amendment Effective
                    Date), as the Borrower, the several lenders party thereto,
                    Citicorp USA, INC., as Administrative Agent Credit Suisse,
                    Cayman Islands Branch, as Syndication Agent and Citigroup
                    Global Markets Inc., Deutsche Bank Securities Inc., Credit
                    Suisse Securities (USA) LLC And Lehman Brothers Inc., as
                    Joint Lead Arrangers and Joint Bookrunners (incorporated by
                    reference to Exhibit 10.2 of Intelsat Holding Corporation's
                    Form 8-K filed July 10, 2006).

99.1                Merger Agreement, dated as of August 28, 2005, by and
                    between Intelsat (Bermuda), Ltd., Proton Acquisition
                    Corporation and PanAmSat Holding Corporation (incorporated
                    by reference to Exhibit 2.1 of Intelsat, Ltd.'s Form 8-K
                    filed on August 30, 2005).

                                      -5-




                                    SIGNATURE


                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


Dated:  July 10, 2006

                              INTELSAT CORPORATION


                                        By: /s/ Phillip L. Spector
                                           -------------------------------------
                                      Name:     Phillip L. Spector
                                     Title:     General Counsel




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                                  EXHIBIT INDEX

EXHIBIT NO.                DOCUMENT DESIGNATION

3.1         Certificate of Amendment to Certificate of Incorporation of Intelsat
            Corporation.

3.2         Amended and Restated Bylaws of Intelsat Corporation.

4.1         Indenture  for the 9% Senior Notes due 2016,  dated as of July 3,
            2006, by and among PanAmSat  Corporation,  as Issuer, the Subsidiary
            Guarantors named therein and Wells Fargo Bank, National Association,
            as Trustee (incorporated by reference to Exhibit 4.1 of Intelsat
            Holding  Corporation's  Form 8-K filed July 10, 2006).

4.2         Registration Rights Agreement for the 9% Senior Notes due 2016,
            dated as of July 3, 2006, by and among PanAmSat Corporation, the
            Subsidiary Guarantors and Deutsche Bank Securities Inc., Lehman
            Brothers Inc., Credit Suisse Securities (USA) LLC, Citigroup Global
            Markets Inc., and Merrill Lynch, Pierce, Fenner & Smith Incorporated
            as Representatives of the Initial Purchasers named therein
            (incorporated by reference to Exhibit 4.2 of Intelsat Holding
            Corporation's Form 8-K filed July 10, 2006).

10.1        Amendment Agreement, dated as of July 3, 2006, by and among PanAmSat
            Corporation, Citicorp USA, INC., as Administrative Agent, the
            lenders named therein, Citigroup Global Markets Inc., as Joint Lead
            Arranger and Joint Bookrunner, Deutsche Bank Securities Inc., as
            Joint Lead Arranger, Joint Bookrunner, Credit Suisse Securities
            (USA) LLC, as Joint Lead Arranger and Joint Bookrunner, Credit
            Suisse, Cayman Islands Branch as Syndication Agent and Lehman
            Brothers Inc. as Joint Lead Arranger and Joint Bookrunner
            (incorporated by reference to Exhibit 10.1 of Intelsat Holding
            Corporation's Form 8-K filed July 10, 2006).

10.2        Credit Agreement, dated as of August 20, 2004, as amended and
            restated as of March 22, 2005, as further amended and restated as of
            July 3, 2006, among PanAmSat Corporation, (to be renamed Intelsat
            Corporation on the Amendment Effective Date), as the Borrower, the
            several lenders party thereto, Citicorp USA, INC., as Administrative
            Agent Credit Suisse, Cayman Islands Branch, as Syndication Agent and
            Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Credit
            Suisse Securities (USA) LLC And Lehman Brothers Inc., as Joint Lead
            Arrangers and Joint Bookrunners (incorporated by reference to
            Exhibit 10.2 of Intelsat Holding Corporation's Form 8-K filed July
            10, 2006).

99.1        Merger Agreement, dated as of August 28, 2005, by and between
            Intelsat (Bermuda), Ltd., Proton Acquisition Corporation and
            PanAmSat Holding Corporation (incorporated by reference to Exhibit
            2.1 of Intelsat, Ltd.'s Form 8-K filed on August 30, 2005).

                                      -7-