==============================================================================
                                                    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                            95-460-7698
          (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)
                                   ----------

     PanAmSat Corporation Long-Term Stock Incentive Plan Established in 1997
                            (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
                                   ----------

<TABLE>
<CAPTION>

                         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
----------------------------------- ----------------- ---------------- ----------------- =================
<S>                                    <C>               <C>            <C>                <C>      
Common Stock, Par Value $0.01 per
   share...............................7,456,140         $59.00**       $439,912,260**     $129,774.12
                                        shares*
----------------------------------- ----------------- ---------------- ----------------- =================
</TABLE>

*   There are also registered hereunder such indeterminate number of additional
    shares as may become subject to awards under the Plan as a result of the
    antidilution provisions contained therein.
**  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 price ($59.75 and $58.25,
    respectively) for the Common Stock on the Nasdaq National Market on May 1,
    1998.
                                   ----------



<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, 1997, filed pursuant to Section 13(a) or 15(d) of the
         Securities Exchange Act of 1934 (the "Exchange Act"), which
         incorporates by reference certain information, including the Company's
         1997 consolidated financial statements contained in its 1997 Annual
         Report to Stockholders;

         (ii) all other reports filed by Registrant pursuant to Section 13(a) or
         15(d) of the Exchange Act since December 31, 1997;

         (iii) the description of Registrant's Common Stock contained in the
         Registration Statement on Form S-4 (Registration No. 333-25293) of
         Magellan International, Inc. (Registrant's prior name) by incorporation
         by reference to pages 177 through 184 of the Proxy Statement/Prospectus
         constituting a part of the Form S-4.

         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 options to purchase 37,500 shares of Common Stock under the PanAmSat
Corporation Long-Term Stock Incentive Plan Established in 1997.


Item 6.  Indemnification of Directors and Officers.

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

                 "(a) A corporation shall have the power to 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 the
         person 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 the person in connection
         with such action, suit or proceeding if the person acted in good faith
         and in a manner the person 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 the
         person's 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 the person 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 the person's
         conduct was unlawful.

                 "(b) A corporation shall have the power to 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 the person 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 the person in connection with the defense or settlement of
         such action or suit if the person acted in good faith and in a manner
         the person 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 present or former director or officer
         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, such person shall be indemnified against expenses
         (including attorneys' fees) actually and reasonably incurred by such
         person 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 present or former director, officer, employee or
         agent is proper in the circumstances because the person has met the
         applicable standard of conduct set forth in subsections (a) and (b) of
         this section. Such determination shall be made, with respect to a
         person who is a director or officer at the time of such determination,
         (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) by a
         committee of such directors designated by majority vote of such
         directors, even though less than a quorum, or (3) if there are no such
         directors, or if such directors so direct, by independent legal counsel
         in a written opinion, or (4) 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
         such person is not entitled to be indemnified by the corporation as
         authorized in this section. Such expenses (including attorneys' fees)
         incurred by former directors and officers or other employees and agents
         may be so paid upon such terms and conditions, if any, as the
         corporation 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 such person's 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 such person and
         incurred by such person in any such capacity, or arising out of such
         person's status as such, whether or not the corporation would have the
         power to indemnify such person 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 such person 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
         such person 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 VII of Registrant's Restated Certificate of Incorporation
provides as follows:


                                 INDEMNIFICATION

                 Section 7.1. Right to Indemnification. The Corporation shall
         indemnify and hold harmless, to the fullest extent permitted by
         applicable law as it presently exists or may hereafter be amended, any
         person who was or is made or is threatened to be made a party or is
         otherwise involved in any action, suit or proceeding, whether civil,
         criminal, administrative or investigative (a "proceeding") by reason of
         the fact that he, or a person for whom he is the legal representative,
         is or was a director or officer of the Corporation or is or was serving
         at the request of the Corporation as a director, officer, employee or
         agent of another Corporation or of a partnership, joint venture, trust,
         enterprise or nonprofit entity, including service with respect to
         employee benefit plans, against all liability and loss suffered and
         expenses (including attorneys' fees) incurred by such person. Except as
         provided in Section 7.3, the Corporation shall not be required to
         indemnify a person in connection with a proceeding (or part thereof)
         initiated by such person unless the proceeding (or part thereof) was
         authorized by the Board of Directors of the Corporation.

                 Section 7.2. Advancement of Expenses. The Corporation shall pay
         the expenses (including attorneys' fees) of any person referred to in
         Section 7.1 of this ARTICLE SEVEN incurred in defending any proceeding
         in advance of its final disposition; provided, however, that the
         advancement of expenses incurred by a director or officer in advance of
         the final disposition of the proceeding shall be made only upon receipt
         of an undertaking by the director or officer to repay all amounts
         advanced if it should be ultimately determined that the director or
         officer is not entitled to be indemnified under this ARTICLE SEVEN or
         otherwise.

                 Section 7.3. Claims. If a claim for indemnification or
         advancement of expenses under this ARTICLE SEVEN is not paid in full
         within sixty (60) days after a written claim therefore has been
         received by the Corporation (except in the case of a claim for
         advancement of expenses, in which case the applicable period shall be
         twenty (20) days), the claimant may file suit to recover the unpaid
         amount of such claim. If successful in whole in such an action, the
         claimant shall be entitled to be paid the expense of prosecuting such
         claim; if successful in part in such an action, the claimant shall be
         entitled to be paid the expense of prosecuting each successfully
         resolved claim, issue or matter. In any such action the Corporation
         shall have the burden of proving that the claimant was not entitled to
         the requested indemnification or advancement of expenses under
         applicable law.

                 Section 7.4. Non-Exclusivity of Rights. The rights conferred on
         any person by this ARTICLE SEVEN shall not be exclusive of any other
         rights which such person may have or hereafter acquire under any
         statute, provision of this Restated Certificate of Incorporation,
         provision of the bylaws, agreement, vote of stockholders or
         disinterested directors or otherwise.

                 Section 7.5. Other Indemnification. The Corporation's
         obligation, if any, to indemnify any person who was or is serving at
         its request as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust, enterprise or nonprofit
         entity shall be reduced by any amount such person would be entitled to
         retain as indemnification from such other corporation, partnership,
         joint venture, trust, enterprise or nonprofit enterprise.

                 Section 7.6. Amendment or Repeal. Any repeal or modification of
         the foregoing provisions of this ARTICLE SEVEN shall not adversely
         affect any right or protection hereunder of any person in respect of
         any act or omission occurring prior to the time of such repeal or
         modification.



Item 7.  Exemption from Registration Claimed.

         This item is not applicable.


Item 8.  Exhibits.

                   4.a.1     Form of Restated Certificate of Incorporation of
                             Registrant (filed as Exhibit 3.1 to Registrant's
                             Annual Report on Form 10-K for the Fiscal Year
                             ended December 31, 1997 and incorporated herein by
                             reference).

                   4.b.1     Form of Restated By-Laws of Registrant (filed as
                             Exhibit 3.2 to Registrant's Annual Report on Form
                             10-K for the Fiscal Year ended December 31, 1997
                             and incorporated herein by reference).

                   4.c.1     PanAmSat Corporation Long-Term Stock Incentive Plan
                             Established in 1997, as amended (filed as Exhibit A
                             to Registrant's Proxy Statement for its 1998 Annual
                             Meeting of Stockholders and incorporated herein by
                             reference).

                   5.a.1     Opinion of Counsel regarding the legality of the
                             securities.

                   23.a.1    Consent of Deloitte & Touche LLP.

                   24.a.1    Power of Attorney authorizing certain persons to
                             sign this Registration Statement on behalf of
                             certain directors and officers of Registrant.


Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

         (1)   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.

         (2)  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.

         (3) 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 5th day of
May, 1998.


                                      PANAMSAT CORPORATION



                                      By: /s/ Frederick A. Landman
                                         ------------------------------
                                      Name:  Frederick A. Landman
                                      Title:  President and
                                              Chief Executive Officer




         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 5th day of May, 1998.


Signature                                Title
---------                                -----


/s/  Michael T. Smith*                   Chairman of the Board of Directors
-------------------------
Michael T. Smith


/s/ Frederick A. Landman                 President, Chief Executive Officer 
-------------------------                (principal executive officer) and 
Frederick A. Landman                     Director

/s/  Roxanne Austin*                     Director
-------------------------                                 
Roxanne Austin


<PAGE>



Signature                                Title
---------                                -----             



/s/ Patrick J. Costello*                 Director
-------------------------
Patrick J. Costello


/s/ Steven D. Dorfman*                   Director
-------------------------
Steven D. Dorfman


/s/ Dennis F. Hightower*                 Director
-------------------------
Dennis F. Hightower


/s/ James M. Hoak*                       Director
-------------------------
James M. Hoak


/s/ Charles H. Noski*                    Director
-------------------------
Charles H. Noski


/s/ Joseph R. Wright, Jr.*               Director
-------------------------
Joseph R. Wright, Jr.


/s/ Kenneth N. Heintz*                   Executive Vice President and Chief 
-------------------------                Financial Officer (principal
Kenneth N. Heintz                         financial and accounting officer)



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


<PAGE>


                                  EXHIBIT INDEX

                                                                           Page
                                                                           ----

         4.a.1     Form of Restated Certificate of
                   Incorporation of Registrant (filed as
                   Exhibit 3.1 to Registrant's Annual Report
                   on Form 10-K for the Fiscal Year ended
                   December 31, 1997 and incorporated herein
                   by reference).

         4.b.1     Form of Restated By-Laws of Registrant
                   (filed as Exhibit 3.2 to Registrant's
                   Annual Report on Form 10-K for the Fiscal
                   Year ended December 31, 1997 and
                   incorporated herein by reference).

         4.c.1     PanAmSat Corporation Long-Term Stock
                   Incentive Plan Established in 1997, as
                   amended (filed as Exhibit A to
                   Registrant's Proxy Statement for its 1998
                   Annual Meeting of Stockholders and
                   incorporated herein by reference).

         5.a.1     Opinion of Counsel regarding the legality
                   of the securities.

         23.a.1    Consent of Deloitte & Touche LLP.

         24.a.1    Power of Attorney authorizing certain
                   persons to sign this Registration
                   Statement on behalf of certain directors
                   and officers of Registrant.
[{"type": "S-8", "sequence": "1", "description": "PANAMSAT CORPORATION LTSIP 1997", "secsgml_size_bytes": 30090}]
{"company-data": {"conformed-name": "PANAMSAT CORP /NEW/", "cik": "0001037388", "assigned-sic": "4899", "irs-number": "954607698", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51855", "film-number": "98610626"}, "business-address": {"street1": "P O BOX PICKWICK PLAZA", "city": "GREENWICH", "state": "CT", "zip": "06830", "phone": "2036226664"}, "mail-address": {"street1": "ONE PICKWICK PLAZA", "street2": "C/O PAN AM SAT", "city": "GREENWICH", "state": "CT", "zip": "06830"}, "former-company": {"former-conformed-name": "MAGELLAN INTERNATIONAL INC", "date-changed": "19970408"}}
==============================================================================
                                                    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                            95-460-7698
          (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)
                                   ----------

     PanAmSat Corporation Long-Term Stock Incentive Plan Established in 1997
                            (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...............................7,456,140         $59.00**       $439,912,260**     $129,774.12
                                        shares*
----------------------------------- ----------------- ---------------- ----------------- =================
*   There are also registered hereunder such indeterminate number of additional
    shares as may become subject to awards under the Plan as a result of the
    antidilution provisions contained therein.
**  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 price ($59.75 and $58.25,
    respectively) for the Common Stock on the Nasdaq National Market on May 1,
    1998.
                                   ----------
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, 1997, filed pursuant to Section 13(a) or 15(d) of the
         Securities Exchange Act of 1934 (the "Exchange Act"), which
         incorporates by reference certain information, including the Company's
         1997 consolidated financial statements contained in its 1997 Annual
         Report to Stockholders;

         (ii) all other reports filed by Registrant pursuant to Section 13(a) or
         15(d) of the Exchange Act since December 31, 1997;

         (iii) the description of Registrant's Common Stock contained in the
         Registration Statement on Form S-4 (Registration No. 333-25293) of
         Magellan International, Inc. (Registrant's prior name) by incorporation
         by reference to pages 177 through 184 of the Proxy Statement/Prospectus
         constituting a part of the Form S-4.

         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 options to purchase 37,500 shares of Common Stock under the PanAmSat
Corporation Long-Term Stock Incentive Plan Established in 1997.

Item 6.  Indemnification of Directors and Officers.

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

                 "(a) A corporation shall have the power to 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 the
         person 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 the person in connection
         with such action, suit or proceeding if the person acted in good faith
         and in a manner the person 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 the
         person's 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 the person 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 the person's
         conduct was unlawful.

                 "(b) A corporation shall have the power to 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 the person 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 the person in connection with the defense or settlement of
         such action or suit if the person acted in good faith and in a manner
         the person 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 present or former director or officer
         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, such person shall be indemnified against expenses
         (including attorneys' fees) actually and reasonably incurred by such
         person 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 present or former director, officer, employee or
         agent is proper in the circumstances because the person has met the
         applicable standard of conduct set forth in subsections (a) and (b) of
         this section. Such determination shall be made, with respect to a
         person who is a director or officer at the time of such determination,
         (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) by a
         committee of such directors designated by majority vote of such
         directors, even though less than a quorum, or (3) if there are no such
         directors, or if such directors so direct, by independent legal counsel
         in a written opinion, or (4) 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
         such person is not entitled to be indemnified by the corporation as
         authorized in this section. Such expenses (including attorneys' fees)
         incurred by former directors and officers or other employees and agents
         may be so paid upon such terms and conditions, if any, as the
         corporation 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 such person's 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 such person and
         incurred by such person in any such capacity, or arising out of such
         person's status as such, whether or not the corporation would have the
         power to indemnify such person 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 such person 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
         such person 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 VII of Registrant's Restated Certificate of Incorporation
provides as follows:

                                 INDEMNIFICATION

                 Section 7.1. Right to Indemnification. The Corporation shall
         indemnify and hold harmless, to the fullest extent permitted by
         applicable law as it presently exists or may hereafter be amended, any
         person who was or is made or is threatened to be made a party or is
         otherwise involved in any action, suit or proceeding, whether civil,
         criminal, administrative or investigative (a "proceeding") by reason of
         the fact that he, or a person for whom he is the legal representative,
         is or was a director or officer of the Corporation or is or was serving
         at the request of the Corporation as a director, officer, employee or
         agent of another Corporation or of a partnership, joint venture, trust,
         enterprise or nonprofit entity, including service with respect to
         employee benefit plans, against all liability and loss suffered and
         expenses (including attorneys' fees) incurred by such person. Except as
         provided in Section 7.3, the Corporation shall not be required to
         indemnify a person in connection with a proceeding (or part thereof)
         initiated by such person unless the proceeding (or part thereof) was
         authorized by the Board of Directors of the Corporation.

                 Section 7.2. Advancement of Expenses. The Corporation shall pay
         the expenses (including attorneys' fees) of any person referred to in
         Section 7.1 of this ARTICLE SEVEN incurred in defending any proceeding
         in advance of its final disposition; provided, however, that the
         advancement of expenses incurred by a director or officer in advance of
         the final disposition of the proceeding shall be made only upon receipt
         of an undertaking by the director or officer to repay all amounts
         advanced if it should be ultimately determined that the director or
         officer is not entitled to be indemnified under this ARTICLE SEVEN or
         otherwise.

                 Section 7.3. Claims. If a claim for indemnification or
         advancement of expenses under this ARTICLE SEVEN is not paid in full
         within sixty (60) days after a written claim therefore has been
         received by the Corporation (except in the case of a claim for
         advancement of expenses, in which case the applicable period shall be
         twenty (20) days), the claimant may file suit to recover the unpaid
         amount of such claim. If successful in whole in such an action, the
         claimant shall be entitled to be paid the expense of prosecuting such
         claim; if successful in part in such an action, the claimant shall be
         entitled to be paid the expense of prosecuting each successfully
         resolved claim, issue or matter. In any such action the Corporation
         shall have the burden of proving that the claimant was not entitled to
         the requested indemnification or advancement of expenses under
         applicable law.

                 Section 7.4. Non-Exclusivity of Rights. The rights conferred on
         any person by this ARTICLE SEVEN shall not be exclusive of any other
         rights which such person may have or hereafter acquire under any
         statute, provision of this Restated Certificate of Incorporation,
         provision of the bylaws, agreement, vote of stockholders or
         disinterested directors or otherwise.

                 Section 7.5. Other Indemnification. The Corporation's
         obligation, if any, to indemnify any person who was or is serving at
         its request as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust, enterprise or nonprofit
         entity shall be reduced by any amount such person would be entitled to
         retain as indemnification from such other corporation, partnership,
         joint venture, trust, enterprise or nonprofit enterprise.

                 Section 7.6. Amendment or Repeal. Any repeal or modification of
         the foregoing provisions of this ARTICLE SEVEN shall not adversely
         affect any right or protection hereunder of any person in respect of
         any act or omission occurring prior to the time of such repeal or
         modification.

Item 7.  Exemption from Registration Claimed.

         This item is not applicable.

Item 8.  Exhibits.

                   4.a.1     Form of Restated Certificate of Incorporation of
                             Registrant (filed as Exhibit 3.1 to Registrant's
                             Annual Report on Form 10-K for the Fiscal Year
                             ended December 31, 1997 and incorporated herein by
                             reference).

                   4.b.1     Form of Restated By-Laws of Registrant (filed as
                             Exhibit 3.2 to Registrant's Annual Report on Form
                             10-K for the Fiscal Year ended December 31, 1997
                             and incorporated herein by reference).

                   4.c.1     PanAmSat Corporation Long-Term Stock Incentive Plan
                             Established in 1997, as amended (filed as Exhibit A
                             to Registrant's Proxy Statement for its 1998 Annual
                             Meeting of Stockholders and incorporated herein by
                             reference).

                   5.a.1     Opinion of Counsel regarding the legality of the
                             securities.

                   23.a.1    Consent of Deloitte & Touche LLP.

                   24.a.1    Power of Attorney authorizing certain persons to
                             sign this Registration Statement on behalf of
                             certain directors and officers of Registrant.

Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

         (1)   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.

         (2)  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.

         (3) 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 5th day of
May, 1998.

                                      PANAMSAT CORPORATION

                                      By: /s/ Frederick A. Landman
                                         ------------------------------
                                      Name:  Frederick A. Landman
                                      Title:  President and
                                              Chief Executive Officer

         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 5th day of May, 1998.

Signature                                Title
---------                                -----

/s/  Michael T. Smith*                   Chairman of the Board of Directors
-------------------------
Michael T. Smith

/s/ Frederick A. Landman                 President, Chief Executive Officer 
-------------------------                (principal executive officer) and 
Frederick A. Landman                     Director

/s/  Roxanne Austin*                     Director
-------------------------                                 
Roxanne Austin
Signature                                Title
---------                                -----             

/s/ Patrick J. Costello*                 Director
-------------------------
Patrick J. Costello

/s/ Steven D. Dorfman*                   Director
-------------------------
Steven D. Dorfman

/s/ Dennis F. Hightower*                 Director
-------------------------
Dennis F. Hightower

/s/ James M. Hoak*                       Director
-------------------------
James M. Hoak

/s/ Charles H. Noski*                    Director
-------------------------
Charles H. Noski

/s/ Joseph R. Wright, Jr.*               Director
-------------------------
Joseph R. Wright, Jr.

/s/ Kenneth N. Heintz*                   Executive Vice President and Chief 
-------------------------                Financial Officer (principal
Kenneth N. Heintz                         financial and accounting officer)

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

                                                                           Page
                                                                           ----

         4.a.1     Form of Restated Certificate of
                   Incorporation of Registrant (filed as
                   Exhibit 3.1 to Registrant's Annual Report
                   on Form 10-K for the Fiscal Year ended
                   December 31, 1997 and incorporated herein
                   by reference).

         4.b.1     Form of Restated By-Laws of Registrant
                   (filed as Exhibit 3.2 to Registrant's
                   Annual Report on Form 10-K for the Fiscal
                   Year ended December 31, 1997 and
                   incorporated herein by reference).

         4.c.1     PanAmSat Corporation Long-Term Stock
                   Incentive Plan Established in 1997, as
                   amended (filed as Exhibit A to
                   Registrant's Proxy Statement for its 1998
                   Annual Meeting of Stockholders and
                   incorporated herein by reference).

         5.a.1     Opinion of Counsel regarding the legality
                   of the securities.

         23.a.1    Consent of Deloitte & Touche LLP.

         24.a.1    Power of Attorney authorizing certain
                   persons to sign this Registration
                   Statement on behalf of certain directors
                   and officers of Registrant.