As filed with the Securities and Exchange Commission on September 19, 1996

                                              Registration No. 333-_____
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

                                    Form S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                              PANAMSAT CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

         Delaware                                            06-1407851
(State or Other Jurisdiction of                           (I.R.S. Employer
 Incorporation or Organization)                          Identification No.)

                One Pickwick Plaza, Greenwich, Connecticut 06830
               (Address of Principal Executive Offices) (Zip Code)
                                   ----------

                         Long-term Stock Investment Plan
                            (Full Title of the Plan)
                                   ----------

        James W. Cuminale,                                          Copy to:
 Senior Vice President and General Counsel             Dennis J. Friedman, Esq.
       PANAMSAT CORPORATION                             CHADBOURNE & PARKE LLP
        One Pickwick Plaza                               30 Rockefeller Plaza
        Greenwich, CT 06830                            New York, New York 10112
(Name and Address of Agent For Service)

 Telephone number, including area code, of agent for service: (203) 622-6664
                                   ----------


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                                 <C>                  <C>               <C>              <C>                 
- ----------------------------------- -------------------- ----------------- ---------------- -----------------
                                                             Proposed         Proposed
                                          Amount             Maximum           Maximum           Amount
       Title of Securities                 to be          Offering Price      Aggregate            of
         to be Registered               Registered          Per Share*     Offering Price*  Registration Fee
- ----------------------------------- -------------------- ----------------- ---------------- =================
Common Stock, Par Value $0.01 per
   share....................          5,000,000 shs.         $ 27.125        $ 135,625,000       $ 46,767
- ----------------------------------- -------------------- ----------------- ---------------- =================
</TABLE>

*   Estimated  solely for the  purpose of  calculating  the  registration  fee 
    pursuant  to Rule 457(h) and 457(c) under the  Securities  Act of 1933 on 
    the basis of the average of the high and low prices ($28 and $26.25,  
    respectively) for the Common Stock on the Nasdaq National Market on 
    September 18, 1996.
                                   ----------



===============================================================================

<PAGE>

                                EXPLANATORY NOTE

         Information  required  by Part I of  Form  S-8 to be  contained  in the
Section  10(a)  prospectus  is  omitted  from  this  Registration  Statement  in
accordance with the Note to Part I of Form S-8.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following  documents  filed by Registrant  with the  Securities and
Exchange Commission are specifically incorporated herein by reference and made a
part hereof:

               (i)  Registrant's  Annual Report on Form 10-K for the fiscal year
         ended  December 31, 1995,  filed  pursuant to Section 13(a) or 15(d) of
         the  Securities  Exchange  Act of  1934  (the  "Exchange  Act");

              (ii) all other  reports  filed by  Registrant  pursuant to Section
         13(a) or 15(d) of the Exchange Act since December 31, 1995; and

             (iii) the  description of  Registrant's  Common Stock  contained in
         Registrant's  Registration Statement on Form S-1 (Registration File No.
         33-95396)  by   incorporation  by  reference  to  pages  82-84  of  the
         Prospectus  constituting a part of Registrant's Form S-1.

         All documents  subsequently  filed by  Registrant  pursuant to Sections
13(a),  13(c),  14 or 15(d)  of the  Exchange  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent that a statement  contained herein or in any subsequently  filed document
which also is or is deemed to be  incorporated  by reference  herein modifies or
supersedes such  statement.  Any statement  modified or superseded  shall not be
deemed,  except  as so  modified  or  superseded,  to  constitute  part  of this
Registration Statement.


Item 4.  Description of Securities.

         This Item is not applicable as Registrant's  Common Stock is registered
under Section 12 of the Exchange Act.


Item 5.  Interests of Named Experts and Counsel.

         James W.  Cuminale,  the  Company's  Senior Vice  President and General
Counsel has opined on the validity of the Common Stock to be offered hereby. Mr.
Cuminale was granted options to purchase 75,000 shares of Common Stock under the
Plan.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of Delaware provides in part
as follows:

                 "(a) A  corporation  may  indemnify  any person who was or is a
        party or is threatened to be made a party to any threatened,  pending or
        completed  action,   suit  or  proceeding,   whether  civil,   criminal,
        administrative or investigative (other than an action by or in the right
        of the  corporation) by reason of the fact that he is or was a director,
        officer,  employee or agent of the corporation,  or is or was serving at
        the request of the corporation as a director, officer, employee or agent
        of  another  corporation,  partnership,  joint  venture,  trust or other
        enterprise,  against expenses  (including  attorneys' fees),  judgments,
        fines and amounts paid in settlement actually and reasonably incurred by
        him in  connection  with such action,  suit or proceeding if he acted in
        good  faith  and in a  manner  he  reasonably  believed  to be in or not
        opposed to the best interests of the  corporation,  and, with respect to
        any criminal  action or proceeding,  had no reasonable  cause to believe
        his  conduct  was  unlawful.  The  termination  of any  action,  suit or
        proceeding by judgment, order, settlement, conviction, or upon a plea of
        nolo  contendere  or its  equivalent,  shall not,  of  itself,  create a
        presumption  that the  person  did not act in good faith and in a manner
        which  he  reasonably  believed  to be in or not  opposed  to  the  best
        interests of the  corporation,  and, with respect to any criminal action
        or  proceeding,  had  reasonable  cause to believe  that his conduct was
        unlawful.

                 "(b) A  corporation  may  indemnify  any person who was or is a
        party or is threatened to be made a party to any threatened,  pending or
        completed  action  or  suit by or in the  right  of the  corporation  to
        procure a judgment  in its favor by reason of the fact that he is or was
        a director,  officer, employee or agent of the corporation, or is or was
        serving  at the  request  of the  corporation  as a  director,  officer,
        employee or agent of another  corporation,  partnership,  joint venture,
        trust or other enterprise against expenses  (including  attorneys' fees)
        actually and reasonably  incurred by him in connection  with the defense
        or  settlement of such action or suit if he acted in good faith and in a
        manner  he  reasonably  believed  to be in or not  opposed  to the  best
        interests of the corporation and except that no indemnification shall be
        made in respect of any  claim,  issue or matter as to which such  person
        shall have been adjudged to be liable to the corporation unless and only
        to the  extent  that the Court of  Chancery  or the court in which  such
        action  or suit was  brought  shall  determine  upon  application  that,
        despite  the   adjudication   of  liability  but  in  view  of  all  the
        circumstances of the case, such person is fairly and reasonably entitled
        to indemnity for such expenses which the Court of Chancery or such other
        court shall deem proper.

                 "(c) To the extent that a director,  officer, employee or agent
        of a  corporation  has been  successful  on the merits or  otherwise  in
        defense of any action, suit or proceeding referred to in subsections (a)
        and (b) of this  section,  or in defense  of any claim,  issue or matter
        therein, he shall be indemnified against expenses (including  attorneys'
        fees) actually and reasonably incurred by him in connection therewith.

                 "(d) Any indemnification  under subsections (a) and (b) of this
        section  (unless  ordered by a court)  shall be made by the  corporation
        only as  authorized  in the  specific  case  upon a  determination  that
        indemnification of the director, officer, employee or agent is proper in
        the circumstances  because he has met the applicable standard of conduct
        set forth in subsections (a) and (b) of this section. Such determination
        shall  be  made  (1) by a  majority  vote of the  directors  who are not
        parties to such  action,  suit or  proceeding,  even  though less than a
        quorum,  or (2) if there are no such directors,  or if such directors so
        direct, by independent legal counsel in a written opinion, or (3) by the
        stockholders.

                 "(e)  Expenses  (including  attorneys'  fees)  incurred  by  an
        officer or director in defending any civil, criminal,  administrative or
        investigative  action, suit or proceeding may be paid by the corporation
        in advance of the final  disposition of such action,  suit or proceeding
        upon  receipt  of an  undertaking  by or on behalf of such  director  or
        officer to repay such amount if it shall  ultimately be determined  that
        he is not entitled to be indemnified by the corporation as authorized in
        this section.  Such expenses  (including  attorneys'  fees)  incurred by
        other  employees  and  agents  may  be  so  paid  upon  such  terms  and
        conditions, if any, as the board of directors deems appropriate.

                 "(f) The  indemnification  and advancement of expenses provided
        by, or granted pursuant to, the other  subsections of this section shall
        not be deemed  exclusive  of any other  rights  to which  those  seeking
        indemnification  or  advancement  of expenses may be entitled  under any
        bylaw,  agreement,  vote of stockholders or  disinterested  directors or
        otherwise,  both as to action in his official  capacity and as to action
        in another capacity while holding such office.

                 "(g) A  corporation  shall have power to purchase  and maintain
        insurance  on behalf of any  person who is or was a  director,  officer,
        employee  or  agent  of the  corporation,  or is or was  serving  at the
        request of the corporation as a director,  officer, employee or agent of
        another  corporation,   partnership,   joint  venture,  trust  or  other
        enterprise  against any liability  asserted  against him and incurred by
        him in any such capacity,  or arising out of his status as such, whether
        or not the  corporation  would have the power to  indemnify  him against
        such liability under this section.

                 "(h)  For  purposes  of  this   section,   references  to  'the
        corporation'  shall include,  in addition to the resulting  corporation,
        any constituent corporation (including any constituent of a constituent)
        absorbed in a consolidation  or merger which, if its separate  existence
        had  continued,  would have had power and  authority  to  indemnify  its
        directors,  officers, and employees or agents, so that any person who is
        or was a  director,  officer,  employee  or  agent  of such  constituent
        corporation,  or is or was  serving at the  request of such  constituent
        corporation  as a  director,  officer,  employee  or  agent  of  another
        corporation,  partnership,  joint  venture,  trust or other  enterprise,
        shall stand in the same position  under this section with respect to the
        resulting or surviving corporation as he would have with respect to such
        constituent corporation if its separate existence had continued.

                 "(i)  For  purposes  of  this  section,  references  to  'other
        enterprises' shall include employee benefit plans; references to 'fines'
        shall include any excise taxes  assessed on a person with respect to any
        employee  benefit plan; and references to 'serving at the request of the
        corporation' shall include any service as a director,  officer, employee
        or agent  of the  corporation  which  imposes  duties  on,  or  involves
        services by, such director,  officer, employee, or agent with respect to
        an employee  benefit plan,  its  participants  or  beneficiaries;  and a
        person who acted in good faith and in a manner he reasonably believed to
        be in the interest of the participants and  beneficiaries of an employee
        benefit  plan shall be deemed to have acted in a manner 'not  opposed to
        the best interests of the corporation' as referred to in this section.

                 "(j) The  indemnification  and advancement of expenses provided
        by, or  granted  pursuant  to,  this  section  shall,  unless  otherwise
        provided when  authorized  or ratified,  continue as to a person who has
        ceased to be a director,  officer,  employee or agent and shall inure to
        the benefit of the heirs, executors and administrators of such a person.

                 "(k) The Court of  Chancery  is hereby  vested  with  exclusive
        jurisdiction  to hear and  determine  all  actions  for  advancement  of
        expenses  or  indemnification  brought  under this  section or under any
        bylaw,  agreement,  vote of stockholders or disinterested  directors, or
        otherwise. The Court of Chancery may summarily determine a corporation's
        obligation to advance expenses (including attorneys' fees)."


Article VI of Registrant's By-laws provides as follows:


                    Indemnification of Directors and Officers

                  SECTION 1. General. The Corporation shall indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
Corporation)  by  reason  of the  fact  that he is or was a  director,  officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was  unlawful.  The  termination  of any action,  suit or  proceeding by
judgment,  order, settlement,  conviction,  or upon a plea of nolo contendere or
its equivalent,  shall not, of itself,  create a presumption that the person did
not act in good faith and in a manner which he  reasonably  believed to be in or
not opposed to the best interests of the  Corporation,  and, with respect to any
criminal action or proceeding,  had reasonable cause to believe that his conduct
was unlawful.

                  SECTION 2. Derivative Actions. The Corporation shall indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
Corporation  to procure a judgment in its favor by reason of the fact that he is
or was a director,  officer, employee or agent of the Corporation,  or is or was
serving at the request of the  Corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against expenses (including  attorneys' fees) actually and reasonably
incurred by him in  connection  with the defense or settlement of such action or
suit if he acted in good faith and in a manner he  reasonably  believed to be in
or not  opposed  to the best  interests  of the  Corporation,  provided  that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  Corporation
unless  and only to the  extent  that  the  Court of  Chancery  of the  State of
Delaware or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

                  SECTION 3.  Indemnification  in Certain  Cases.  To the extent
that a  director,  officer,  employee  or  agent  of the  Corporation  has  been
successful  on the  merits  or  otherwise  in  defense  of any  action,  suit or
proceeding  referred to in Sections 1 and 2 of this Article VI, or in defense of
any claim,  issue or matter therein,  he shall be indemnified  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith.

                  SECTION 4. Procedure. Any indemnification under Sections 1 and
2 of  this  Article  VI  (unless  ordered  by a  court)  shall  be  made  by the
Corporation  only as authorized in the specific case upon a  determination  that
indemnification  of the  director,  officer,  employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
such  Sections  1 and 2.  Such  determination  shall be made (a) by the Board of
Directors  by a majority  vote of those  directors  who were not parties to such
action, suit or proceeding, whether or not they constitute a quorum of the Board
of Directors, or (b) if such a quorum is not obtainable,  or, even if obtainable
a quorum of disinterested  directors so directs, by independent legal counsel in
a written opinion, or (c) by the stockholders.

                  SECTION  5.  Advances  for  Expenses.   Expenses  incurred  in
defending  a civil or criminal  action,  suit or  proceeding  may be paid by the
Corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding  upon  receipt  of an  undertaking  by or on behalf of the  director,
officer,  employee  or agent  to repay  such  amount  if it shall be  ultimately
determined  that he is not  entitled to be  indemnified  by the  Corporation  as
authorized in this Article VI.

                  SECTION  6.  Rights  Not-Exclusive.  The  indemnification  and
advancement  of  expenses  provided  by,  or  granted  pursuant  to,  the  other
subsections of this Article VI shall not be deemed exclusive of any other rights
to which  those  seeking  indemnification  or  advancement  of  expenses  may be
entitled under any law, by-law, agreement, vote of stockholders or disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity while holding such office.

                  SECTION  7.  Insurance.  The  Corporation  shall have power to
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the  request of the  Corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against  any  liability  asserted  against  him and  incurred by him in any such
capacity,  or arising out of his status as such,  whether or not the Corporation
would  have the  power  to  indemnify  him  against  such  liability  under  the
provisions of this Article VI.

                  SECTION 8. Definition of Corporation. For the purposes of this
Article VI, references to "the Corporation" include all constituent corporations
absorbed in a  consolidation  or merger as well as the  resulting  or  surviving
corporation  so that any person who is or was a director,  officer,  employee or
agent of such a constituent  corporation  or is or was serving at the request of
such  constituent  corporation  as a  director,  officer,  employee  or agent of
another corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position  under the provisions of this Article VI with respect
to the  resulting  or  surviving  corporation  as he would if he had  served the
resulting or surviving corporation in the same capacity.

                  SECTION  9.  Survival  of  Rights.  The   indemnification  and
advancement  of expenses  provided  by, or granted  pursuant to this  Article VI
shall continue as to a person who has ceased to be a director, officer, employee
or  agent  and  shall  inure  to  the  benefit  of  the  heirs,   executors  and
administrators of such a person.

Item 7.  Exemption from Registration Claimed.

         This Item is not applicable.


Item 8.  Exhibits.

          4.a.1       Amended and  Restated Certificate  of Incorporation of the
                      Registrant  (filed as an  exhibit  to  Amendment  No. 3 to
                      Registration   Statement  No.  33-95396  and  incorporated
                      herein by reference).
 
         4.b.1        By-Laws of the Registrant (filed as an exhibit to 
                      Amendment No. 1 to Registration Statement No. 33-84836 and
                      incorporated herein by reference).
 
         4.c.1        PanAmSat Long-Term Stock Investment Plan (filed as an
                      exhibit to Amendment No. 3 to  Registration  Statement No.
                      33-84836 and incorporated herein by reference).
 
          5.1         Opinion  of  the  General  Counsel  of the Company,
                      covering  shares of the  Company's  Common Stock  issuable
                      upon the  exercise of options or pursuant to other  awards
                      under the Plan.

          23.1        Consent of Arthur Andersen.

          24.1        Power  of  Attorney   authorizing  certain persons to sign
                      this  Registration  Statement  and  amendments  hereto  on
                      behalf of certain directors and officers of Registrant.


<PAGE>


Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

         (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

         (i) To include  any  prospectus  required  by section  10(a)(3)  of the
Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the Registration Statement;

         (iii) To include any material  information  with respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement;

         Provided,  however,  that  clauses  (i) and  (ii) do not  apply  if the
information  required  to be  included in a  post-effective  amendment  by those
clauses is contained in periodic  reports  filed by the  Registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the Registration Statement.

         (b) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
Registrant pursuant to the foregoing  provisions,  or otherwise,  Registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against such liabilities  (other than the payment by Registrant
of expenses  incurred or paid by a director,  officer or  controlling  person of
Registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities  being  registered,  Registrant  will,  unless in the  opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public  policy as expressed in the  Securities  Act of 1933 and will be
governed by the final adjudication of such issue.

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933,  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  Town of  Greenwich,  State of  Connecticut,  on this   19th
day of September, 1996.

                                           PANAMSAT CORPORATION

                                           By s/  JAMES W. CUMINALE
                                             (James W. Cuminale, Senior Vice 
                                              President and General Counsel)

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on this 19th day of September, 1996.


            Signature                                Title

      FREDERICK A. LANDMAN*                   President and Chief
      (Frederick A. Landman)               Executive Officer (principal
                                         executive officer) and Director

        LOURDES SARALEGUI*              Executive Vice President and Director
       (Lourdes Saralegui)

        PATRICK COSTELLO*              Chief Financial Officer (principal 
       (Patrick Costello)               financial and accounting officer)

     ______________________                          Director
     (Reverge Anselmo, Jr.)

       LAWRENCE W. DAM*                              Director
      (Lawrence W. Dam)

    ________________________                         Director
    (Guillermo Canedo White)

 *By: s/ JAMES W. CUMINALE
      (James W. Cuminale,
        Attorney-in-Fact)

<PAGE>

                                 EXHIBIT INDEX


                                                                            Page

 4.a.1       Amended and  Restated Certificate  of Incorporation of the
             Registrant  (filed as an  exhibit  to  Amendment  No. 3 to
             Registration   Statement  No.  33-95396  and  incorporated
             herein by reference).
 
 4.b.1       By-Laws of the Registrant (filed as an exhibit to 
             Amendment No. 1 to Registration Statement No. 33-84836 and
             incorporated herein by reference).
 
 4.c.1       PanAmSat Long-Term Stock Investment Plan (filed as an
             exhibit to Amendment No. 3 to  Registration  Statement No.
             33-84836 and incorporated herein by reference).

 
5.1          Opinion  of  the  General  Counsel  of the Company,
             covering  shares of the  Company's  Common Stock  issuable
             upon the  exercise of options or pursuant to other  awards
             under the Plan.

23.1         Consent of Arthur Andersen.

24.1         Power  of  Attorney   authorizing  certain persons to sign
             this  Registration  Statement  and  amendments  hereto  on
             behalf of certain directors and officers of Registrant.
[{"type": "S-8", "sequence": "1", "description": "PANAMSAT CORPORATION S-8", "secsgml_size_bytes": 31343}]
{"company-data": {"conformed-name": "PANAMSAT CORP", "cik": "0000931134", "assigned-sic": "4899", "irs-number": "061407851", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12317", "film-number": "96632238"}, "business-address": {"street1": "ONE PICKWICK PLAZA", "city": "GREENWICH", "state": "CT", "zip": "06830", "phone": "2036226664"}, "mail-address": {"street1": "ONE PICKWICK PLAZA", "city": "GREENWICH", "state": "CT", "zip": "06830"}, "former-company": {"former-conformed-name": "NEWPAS CORP", "date-changed": "19941007"}}
As filed with the Securities and Exchange Commission on September 19, 1996

                                              Registration No. 333-_____
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

                                    Form S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                              PANAMSAT CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

         Delaware                                            06-1407851
(State or Other Jurisdiction of                           (I.R.S. Employer
 Incorporation or Organization)                          Identification No.)

                One Pickwick Plaza, Greenwich, Connecticut 06830
               (Address of Principal Executive Offices) (Zip Code)
                                   ----------

                         Long-term Stock Investment Plan
                            (Full Title of the Plan)
                                   ----------

        James W. Cuminale,                                          Copy to:
 Senior Vice President and General Counsel             Dennis J. Friedman, Esq.
       PANAMSAT CORPORATION                             CHADBOURNE & PARKE LLP
        One Pickwick Plaza                               30 Rockefeller Plaza
        Greenwich, CT 06830                            New York, New York 10112
(Name and Address of Agent For Service)

 Telephone number, including area code, of agent for service: (203) 622-6664
                                   ----------

                         CALCULATION OF REGISTRATION FEE
- ----------------------------------- -------------------- ----------------- ---------------- -----------------
                                                             Proposed         Proposed
                                          Amount             Maximum           Maximum           Amount
       Title of Securities                 to be          Offering Price      Aggregate            of
         to be Registered               Registered          Per Share*     Offering Price*  Registration Fee
- ----------------------------------- -------------------- ----------------- ---------------- =================
Common Stock, Par Value $0.01 per
   share....................          5,000,000 shs.         $ 27.125        $ 135,625,000       $ 46,767
- ----------------------------------- -------------------- ----------------- ---------------- =================
*   Estimated  solely for the  purpose of  calculating  the  registration  fee 
    pursuant  to Rule 457(h) and 457(c) under the  Securities  Act of 1933 on 
    the basis of the average of the high and low prices ($28 and $26.25,  
    respectively) for the Common Stock on the Nasdaq National Market on 
    September 18, 1996.
                                   ----------

===============================================================================
EXPLANATORY NOTE

         Information  required  by Part I of  Form  S-8 to be  contained  in the
Section  10(a)  prospectus  is  omitted  from  this  Registration  Statement  in
accordance with the Note to Part I of Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  filed by Registrant  with the  Securities and
Exchange Commission are specifically incorporated herein by reference and made a
part hereof:

               (i)  Registrant's  Annual Report on Form 10-K for the fiscal year
         ended  December 31, 1995,  filed  pursuant to Section 13(a) or 15(d) of
         the  Securities  Exchange  Act of  1934  (the  "Exchange  Act");

              (ii) all other  reports  filed by  Registrant  pursuant to Section
         13(a) or 15(d) of the Exchange Act since December 31, 1995; and

             (iii) the  description of  Registrant's  Common Stock  contained in
         Registrant's  Registration Statement on Form S-1 (Registration File No.
         33-95396)  by   incorporation  by  reference  to  pages  82-84  of  the
         Prospectus  constituting a part of Registrant's Form S-1.

         All documents  subsequently  filed by  Registrant  pursuant to Sections
13(a),  13(c),  14 or 15(d)  of the  Exchange  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent that a statement  contained herein or in any subsequently  filed document
which also is or is deemed to be  incorporated  by reference  herein modifies or
supersedes such  statement.  Any statement  modified or superseded  shall not be
deemed,  except  as so  modified  or  superseded,  to  constitute  part  of this
Registration Statement.

Item 4.  Description of Securities.

         This Item is not applicable as Registrant's  Common Stock is registered
under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         James W.  Cuminale,  the  Company's  Senior Vice  President and General
Counsel has opined on the validity of the Common Stock to be offered hereby. Mr.
Cuminale was granted options to purchase 75,000 shares of Common Stock under the
Plan.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the General Corporation Law of Delaware provides in part
as follows:

                 "(a) A  corporation  may  indemnify  any person who was or is a
        party or is threatened to be made a party to any threatened,  pending or
        completed  action,   suit  or  proceeding,   whether  civil,   criminal,
        administrative or investigative (other than an action by or in the right
        of the  corporation) by reason of the fact that he is or was a director,
        officer,  employee or agent of the corporation,  or is or was serving at
        the request of the corporation as a director, officer, employee or agent
        of  another  corporation,  partnership,  joint  venture,  trust or other
        enterprise,  against expenses  (including  attorneys' fees),  judgments,
        fines and amounts paid in settlement actually and reasonably incurred by
        him in  connection  with such action,  suit or proceeding if he acted in
        good  faith  and in a  manner  he  reasonably  believed  to be in or not
        opposed to the best interests of the  corporation,  and, with respect to
        any criminal  action or proceeding,  had no reasonable  cause to believe
        his  conduct  was  unlawful.  The  termination  of any  action,  suit or
        proceeding by judgment, order, settlement, conviction, or upon a plea of
        nolo  contendere  or its  equivalent,  shall not,  of  itself,  create a
        presumption  that the  person  did not act in good faith and in a manner
        which  he  reasonably  believed  to be in or not  opposed  to  the  best
        interests of the  corporation,  and, with respect to any criminal action
        or  proceeding,  had  reasonable  cause to believe  that his conduct was
        unlawful.

                 "(b) A  corporation  may  indemnify  any person who was or is a
        party or is threatened to be made a party to any threatened,  pending or
        completed  action  or  suit by or in the  right  of the  corporation  to
        procure a judgment  in its favor by reason of the fact that he is or was
        a director,  officer, employee or agent of the corporation, or is or was
        serving  at the  request  of the  corporation  as a  director,  officer,
        employee or agent of another  corporation,  partnership,  joint venture,
        trust or other enterprise against expenses  (including  attorneys' fees)
        actually and reasonably  incurred by him in connection  with the defense
        or  settlement of such action or suit if he acted in good faith and in a
        manner  he  reasonably  believed  to be in or not  opposed  to the  best
        interests of the corporation and except that no indemnification shall be
        made in respect of any  claim,  issue or matter as to which such  person
        shall have been adjudged to be liable to the corporation unless and only
        to the  extent  that the Court of  Chancery  or the court in which  such
        action  or suit was  brought  shall  determine  upon  application  that,
        despite  the   adjudication   of  liability  but  in  view  of  all  the
        circumstances of the case, such person is fairly and reasonably entitled
        to indemnity for such expenses which the Court of Chancery or such other
        court shall deem proper.

                 "(c) To the extent that a director,  officer, employee or agent
        of a  corporation  has been  successful  on the merits or  otherwise  in
        defense of any action, suit or proceeding referred to in subsections (a)
        and (b) of this  section,  or in defense  of any claim,  issue or matter
        therein, he shall be indemnified against expenses (including  attorneys'
        fees) actually and reasonably incurred by him in connection therewith.

                 "(d) Any indemnification  under subsections (a) and (b) of this
        section  (unless  ordered by a court)  shall be made by the  corporation
        only as  authorized  in the  specific  case  upon a  determination  that
        indemnification of the director, officer, employee or agent is proper in
        the circumstances  because he has met the applicable standard of conduct
        set forth in subsections (a) and (b) of this section. Such determination
        shall  be  made  (1) by a  majority  vote of the  directors  who are not
        parties to such  action,  suit or  proceeding,  even  though less than a
        quorum,  or (2) if there are no such directors,  or if such directors so
        direct, by independent legal counsel in a written opinion, or (3) by the
        stockholders.

                 "(e)  Expenses  (including  attorneys'  fees)  incurred  by  an
        officer or director in defending any civil, criminal,  administrative or
        investigative  action, suit or proceeding may be paid by the corporation
        in advance of the final  disposition of such action,  suit or proceeding
        upon  receipt  of an  undertaking  by or on behalf of such  director  or
        officer to repay such amount if it shall  ultimately be determined  that
        he is not entitled to be indemnified by the corporation as authorized in
        this section.  Such expenses  (including  attorneys'  fees)  incurred by
        other  employees  and  agents  may  be  so  paid  upon  such  terms  and
        conditions, if any, as the board of directors deems appropriate.

                 "(f) The  indemnification  and advancement of expenses provided
        by, or granted pursuant to, the other  subsections of this section shall
        not be deemed  exclusive  of any other  rights  to which  those  seeking
        indemnification  or  advancement  of expenses may be entitled  under any
        bylaw,  agreement,  vote of stockholders or  disinterested  directors or
        otherwise,  both as to action in his official  capacity and as to action
        in another capacity while holding such office.

                 "(g) A  corporation  shall have power to purchase  and maintain
        insurance  on behalf of any  person who is or was a  director,  officer,
        employee  or  agent  of the  corporation,  or is or was  serving  at the
        request of the corporation as a director,  officer, employee or agent of
        another  corporation,   partnership,   joint  venture,  trust  or  other
        enterprise  against any liability  asserted  against him and incurred by
        him in any such capacity,  or arising out of his status as such, whether
        or not the  corporation  would have the power to  indemnify  him against
        such liability under this section.

                 "(h)  For  purposes  of  this   section,   references  to  'the
        corporation'  shall include,  in addition to the resulting  corporation,
        any constituent corporation (including any constituent of a constituent)
        absorbed in a consolidation  or merger which, if its separate  existence
        had  continued,  would have had power and  authority  to  indemnify  its
        directors,  officers, and employees or agents, so that any person who is
        or was a  director,  officer,  employee  or  agent  of such  constituent
        corporation,  or is or was  serving at the  request of such  constituent
        corporation  as a  director,  officer,  employee  or  agent  of  another
        corporation,  partnership,  joint  venture,  trust or other  enterprise,
        shall stand in the same position  under this section with respect to the
        resulting or surviving corporation as he would have with respect to such
        constituent corporation if its separate existence had continued.

                 "(i)  For  purposes  of  this  section,  references  to  'other
        enterprises' shall include employee benefit plans; references to 'fines'
        shall include any excise taxes  assessed on a person with respect to any
        employee  benefit plan; and references to 'serving at the request of the
        corporation' shall include any service as a director,  officer, employee
        or agent  of the  corporation  which  imposes  duties  on,  or  involves
        services by, such director,  officer, employee, or agent with respect to
        an employee  benefit plan,  its  participants  or  beneficiaries;  and a
        person who acted in good faith and in a manner he reasonably believed to
        be in the interest of the participants and  beneficiaries of an employee
        benefit  plan shall be deemed to have acted in a manner 'not  opposed to
        the best interests of the corporation' as referred to in this section.

                 "(j) The  indemnification  and advancement of expenses provided
        by, or  granted  pursuant  to,  this  section  shall,  unless  otherwise
        provided when  authorized  or ratified,  continue as to a person who has
        ceased to be a director,  officer,  employee or agent and shall inure to
        the benefit of the heirs, executors and administrators of such a person.

                 "(k) The Court of  Chancery  is hereby  vested  with  exclusive
        jurisdiction  to hear and  determine  all  actions  for  advancement  of
        expenses  or  indemnification  brought  under this  section or under any
        bylaw,  agreement,  vote of stockholders or disinterested  directors, or
        otherwise. The Court of Chancery may summarily determine a corporation's
        obligation to advance expenses (including attorneys' fees)."

Article VI of Registrant's By-laws provides as follows:

                    Indemnification of Directors and Officers

                  SECTION 1. General. The Corporation shall indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
Corporation)  by  reason  of the  fact  that he is or was a  director,  officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was  unlawful.  The  termination  of any action,  suit or  proceeding by
judgment,  order, settlement,  conviction,  or upon a plea of nolo contendere or
its equivalent,  shall not, of itself,  create a presumption that the person did
not act in good faith and in a manner which he  reasonably  believed to be in or
not opposed to the best interests of the  Corporation,  and, with respect to any
criminal action or proceeding,  had reasonable cause to believe that his conduct
was unlawful.

                  SECTION 2. Derivative Actions. The Corporation shall indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
Corporation  to procure a judgment in its favor by reason of the fact that he is
or was a director,  officer, employee or agent of the Corporation,  or is or was
serving at the request of the  Corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against expenses (including  attorneys' fees) actually and reasonably
incurred by him in  connection  with the defense or settlement of such action or
suit if he acted in good faith and in a manner he  reasonably  believed to be in
or not  opposed  to the best  interests  of the  Corporation,  provided  that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  Corporation
unless  and only to the  extent  that  the  Court of  Chancery  of the  State of
Delaware or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

                  SECTION 3.  Indemnification  in Certain  Cases.  To the extent
that a  director,  officer,  employee  or  agent  of the  Corporation  has  been
successful  on the  merits  or  otherwise  in  defense  of any  action,  suit or
proceeding  referred to in Sections 1 and 2 of this Article VI, or in defense of
any claim,  issue or matter therein,  he shall be indemnified  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith.

                  SECTION 4. Procedure. Any indemnification under Sections 1 and
2 of  this  Article  VI  (unless  ordered  by a  court)  shall  be  made  by the
Corporation  only as authorized in the specific case upon a  determination  that
indemnification  of the  director,  officer,  employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
such  Sections  1 and 2.  Such  determination  shall be made (a) by the Board of
Directors  by a majority  vote of those  directors  who were not parties to such
action, suit or proceeding, whether or not they constitute a quorum of the Board
of Directors, or (b) if such a quorum is not obtainable,  or, even if obtainable
a quorum of disinterested  directors so directs, by independent legal counsel in
a written opinion, or (c) by the stockholders.

                  SECTION  5.  Advances  for  Expenses.   Expenses  incurred  in
defending  a civil or criminal  action,  suit or  proceeding  may be paid by the
Corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding  upon  receipt  of an  undertaking  by or on behalf of the  director,
officer,  employee  or agent  to repay  such  amount  if it shall be  ultimately
determined  that he is not  entitled to be  indemnified  by the  Corporation  as
authorized in this Article VI.

                  SECTION  6.  Rights  Not-Exclusive.  The  indemnification  and
advancement  of  expenses  provided  by,  or  granted  pursuant  to,  the  other
subsections of this Article VI shall not be deemed exclusive of any other rights
to which  those  seeking  indemnification  or  advancement  of  expenses  may be
entitled under any law, by-law, agreement, vote of stockholders or disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity while holding such office.

                  SECTION  7.  Insurance.  The  Corporation  shall have power to
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the  request of the  Corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against  any  liability  asserted  against  him and  incurred by him in any such
capacity,  or arising out of his status as such,  whether or not the Corporation
would  have the  power  to  indemnify  him  against  such  liability  under  the
provisions of this Article VI.

                  SECTION 8. Definition of Corporation. For the purposes of this
Article VI, references to "the Corporation" include all constituent corporations
absorbed in a  consolidation  or merger as well as the  resulting  or  surviving
corporation  so that any person who is or was a director,  officer,  employee or
agent of such a constituent  corporation  or is or was serving at the request of
such  constituent  corporation  as a  director,  officer,  employee  or agent of
another corporation, partnership, joint venture, trust or other enterprise shall
stand in the same position  under the provisions of this Article VI with respect
to the  resulting  or  surviving  corporation  as he would if he had  served the
resulting or surviving corporation in the same capacity.

                  SECTION  9.  Survival  of  Rights.  The   indemnification  and
advancement  of expenses  provided  by, or granted  pursuant to this  Article VI
shall continue as to a person who has ceased to be a director, officer, employee
or  agent  and  shall  inure  to  the  benefit  of  the  heirs,   executors  and
administrators of such a person.

Item 7.  Exemption from Registration Claimed.

         This Item is not applicable.

Item 8.  Exhibits.

          4.a.1       Amended and  Restated Certificate  of Incorporation of the
                      Registrant  (filed as an  exhibit  to  Amendment  No. 3 to
                      Registration   Statement  No.  33-95396  and  incorporated
                      herein by reference).
 
         4.b.1        By-Laws of the Registrant (filed as an exhibit to 
                      Amendment No. 1 to Registration Statement No. 33-84836 and
                      incorporated herein by reference).
 
         4.c.1        PanAmSat Long-Term Stock Investment Plan (filed as an
                      exhibit to Amendment No. 3 to  Registration  Statement No.
                      33-84836 and incorporated herein by reference).
 
          5.1         Opinion  of  the  General  Counsel  of the Company,
                      covering  shares of the  Company's  Common Stock  issuable
                      upon the  exercise of options or pursuant to other  awards
                      under the Plan.

          23.1        Consent of Arthur Andersen.

          24.1        Power  of  Attorney   authorizing  certain persons to sign
                      this  Registration  Statement  and  amendments  hereto  on
                      behalf of certain directors and officers of Registrant.
Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

         (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

         (i) To include  any  prospectus  required  by section  10(a)(3)  of the
Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the Registration Statement;

         (iii) To include any material  information  with respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement;

         Provided,  however,  that  clauses  (i) and  (ii) do not  apply  if the
information  required  to be  included in a  post-effective  amendment  by those
clauses is contained in periodic  reports  filed by the  Registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the Registration Statement.

         (b) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
Registrant pursuant to the foregoing  provisions,  or otherwise,  Registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against such liabilities  (other than the payment by Registrant
of expenses  incurred or paid by a director,  officer or  controlling  person of
Registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities  being  registered,  Registrant  will,  unless in the  opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against  public  policy as expressed in the  Securities  Act of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933,  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  Town of  Greenwich,  State of  Connecticut,  on this   19th
day of September, 1996.

                                           PANAMSAT CORPORATION

                                           By s/  JAMES W. CUMINALE
                                             (James W. Cuminale, Senior Vice 
                                              President and General Counsel)

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on this 19th day of September, 1996.

            Signature                                Title

      FREDERICK A. LANDMAN*                   President and Chief
      (Frederick A. Landman)               Executive Officer (principal
                                         executive officer) and Director

        LOURDES SARALEGUI*              Executive Vice President and Director
       (Lourdes Saralegui)

        PATRICK COSTELLO*              Chief Financial Officer (principal 
       (Patrick Costello)               financial and accounting officer)

     ______________________                          Director
     (Reverge Anselmo, Jr.)

       LAWRENCE W. DAM*                              Director
      (Lawrence W. Dam)

    ________________________                         Director
    (Guillermo Canedo White)

 *By: s/ JAMES W. CUMINALE
      (James W. Cuminale,
        Attorney-in-Fact)
EXHIBIT INDEX

                                                                            Page

 4.a.1       Amended and  Restated Certificate  of Incorporation of the
             Registrant  (filed as an  exhibit  to  Amendment  No. 3 to
             Registration   Statement  No.  33-95396  and  incorporated
             herein by reference).
 
 4.b.1       By-Laws of the Registrant (filed as an exhibit to 
             Amendment No. 1 to Registration Statement No. 33-84836 and
             incorporated herein by reference).
 
 4.c.1       PanAmSat Long-Term Stock Investment Plan (filed as an
             exhibit to Amendment No. 3 to  Registration  Statement No.
             33-84836 and incorporated herein by reference).

 
5.1          Opinion  of  the  General  Counsel  of the Company,
             covering  shares of the  Company's  Common Stock  issuable
             upon the  exercise of options or pursuant to other  awards
             under the Plan.

23.1         Consent of Arthur Andersen.

24.1         Power  of  Attorney   authorizing  certain persons to sign
             this  Registration  Statement  and  amendments  hereto  on
             behalf of certain directors and officers of Registrant.