As filed with the Securities and Exchange Commission on January 28, 2000

                                                   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                                            95-4607698
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                           Identification Number)

                               One Pickwick Plaza
                          Greenwich, Connecticut 06830
                                 (203) 622-6664
   (Address, including zip code, and telephone number, including area code of
                   Registrant's principal executive offices)

                             ----------------------

        Non-Qualified Stock Option Agreement between PanAmSat Corporation
                             and Lourdes Saralegui
                           (Full titles of the Plans)
                             ----------------------

                                James W. Cuminale

             Executive Vice President, General Counsel and Secretary
                              PanAmSat Corporation
                               One Pickwick Plaza
                          Greenwich, Connecticut 06830
                                 (203) 622-6664
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                             ----------------------


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

============================================================================================================================
               Title of                       Amount           Proposed Maximum       Proposed Maximum        Amount of
           Securities to be                    to be          Offering Price Per         Aggregate          Registration
              Registered                    Registered              Share              Offering Price            Fee
----------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                   <C>                <C>                    <C>
Common Stock, par value $.01 per share (1)    31,250                $29.00                $906,250(2)         $ 239.25
                                              40,000                $39.00              $1,560,000(2)         $ 411.84
                                              ------                                                            ------
                                  TOTAL       71,250                                                            651.09
============================================================================================================================
</TABLE>

(1)   This Registration Statement on Form S-8 relates to shares of Common Stock,
      par value $.01 per share (the "Common Stock"), of PanAmSat Corporation
      (the "Registrant"). Such shares are issuable pursuant to the Non-Qualified
      Stock Option Agreement between PanAmSat Corporation and Lourdes Saralegui.

(2)   Pursuant to Rule 457(h), the offering price of shares of Common Stock is
      based on the per share option exercise price.
<PAGE>


                                       2


                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.*

Item 2.           Registrant Information and Employee Plan Annual Information.*





----------
*        Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933, as amended, and the
         "Note" to Part I of Form S-8.


<PAGE>


                                       3


                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents filed with the Securities and Exchange
Commission (the "Commission") by PanAmStat Corporation (the "Registrant") are
hereby incorporated by reference into this Registration Statement:

                  (a) 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);

                  (b) Registrant's Annual Report on Form 10-K for the fiscal
         year ended December 31, 1998, 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
         1998 consolidated financial statements contained in its 1998 Annual
         Report to Stockholders; and

                  (c) all other reports filed by Registrant pursuant to Section
         13(a) or 15(d) of the Exchange Act since December 31, 1998 including
         the Registrant's Quarterly Reports on Form 10-Q for the quarter ended
         March 31, 1999, June 30, 1999 and September 30, 1999.

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

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

<PAGE>


                                       4


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.

<PAGE>

                                       5


                  (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.


<PAGE>


                                       6


                  (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
<PAGE>


                                       7


         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.

                  Not applicable.

Item 8.           Exhibits.

                  The following exhibits are filed as part of this Registration
                  Statement:

4.1               Non-Qualified Stock Option Agreement between PanAmSat
                  Corporation and Lourdes Saralegui.

<PAGE>


                                       8


4.2               Restated Certificate of Incorporation of Registrant, as
                  amended (filed as Exhibit 3.1 to Registrant's Annual Report on
                  Form 10-K for the Fiscal Year ended December 31, 1998 and
                  incorporated herein by reference).

4.3               By-laws (filed as Exhibit 3.2 to Registrant's Annual Report on
                  Form 10-K for the Fiscal Year ended December 31, 1998 and
                  incorporated herein by reference).

5.1               Opinion of Shearman & Sterling regarding the legality of the
                  Common Stock being registered hereby.

23.1              Consent of Deloitte & Touche LLP.

23.2              Consent of Shearman & Sterling (included in Exhibit 5.1).

24                Powers of Attorney (included on signature page).


Item 9.           Undertakings.

                  (a)      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;

                           (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 aggregate, represent a fundamental change
                  in the information set forth in this Registration Statement;
                  and

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

         provided, however, that the undertakings set forth in paragraphs (1)(i)
         and (1)(ii) above do not apply if the information required to be
         included in a post-effective amendment by those paragraphs 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
         this Registration Statement;

                  (2) That, for the purpose of determining any liability under
         the Securities Act, 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; and
<PAGE>


                                       9


                  (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.

                  (b) The Registrant further undertakes that, for purposes of
determining any liability under the Securities Act, 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 the time shall be deemed
to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the 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, the 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 and will be governed by the final
adjudication of such issue.


<PAGE>



                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the 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 the 19th day
of January, 2000.

                                 PANAMSAT CORPORATION

                                 By:  /s/ R. Douglas Kahn
                                    ---------------------------------------
                                      R. Douglas Kahn
                                      President and Chief Executive Officer


                                POWER OF ATTORNEY

                  We, the undersigned directors and executive officers of
PANAMSAT CORPORATION, hereby severally constitute James W. Cuminale and Kenneth
N. Heintz and each of them singly, our true and lawful attorneys with full power
to them and each of them to sign for us, and in our names in the capacities
indicated below, any and all amendments to the registration statement filed with
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys to any and all amendments
to said registration statement.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-8 has been signed by the
following persons in the capacities indicated on the 19th day of January, 2000.

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

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

/s/ R. Douglas Kahn                 President, Chief Executive Officer
-------------------------           (principal executive officer) and Director
R. Douglas Kahn

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

/s/ Roxane S. Austin                Director
-------------------------
Roxane S. Austin


<PAGE>


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

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

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

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

/s/ Steven R. Kahn                  Director
-------------------------
Steven R. Kahn

/s/ Tig H. Krekel                   Director
-------------------------
Tig H. Krekel

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



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


By:    /s/ Kenneth N. Heintz
     --------------------------------------
       Kenneth N. Heintz, Attorney-in-Fact


<PAGE>


                                  Exhibit Index

Exhibit No.                Description of Document

4.1               Non-Qualified Stock Option Agreement between PanAmSat
                  Corporation and Lourdes Saralegui.

4.2               Restated Certificate of Incorporation of Registrant, as
                  amended (filed as Exhibit 3.1 to Registrant's Annual Report on
                  Form 10-K for the Fiscal Year ended December 31, 1998 and
                  incorporated herein by reference).

4.3               By-laws (filed as Exhibit 3.2 to Registrant's Annual Report on
                  Form 10-K for the Fiscal Year ended December 31, 1998 and
                  incorporated herein by reference).

5.1               Opinion of Shearman & Sterling regarding the legality of the
                  Common Stock being registered hereby.

23.1              Consent of Deloitte & Touche LLP.

23.2              Consent of Shearman & Sterling (included in Exhibit 5.1).

24                Powers of Attorney (included on signature page).
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{"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": "333-95631", "film-number": "516438"}, "business-address": {"street1": "ONE 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"}}
As filed with the Securities and Exchange Commission on January 28, 2000

                                                   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                                            95-4607698
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                           Identification Number)

                               One Pickwick Plaza
                          Greenwich, Connecticut 06830
                                 (203) 622-6664
   (Address, including zip code, and telephone number, including area code of
                   Registrant's principal executive offices)

                             ----------------------

        Non-Qualified Stock Option Agreement between PanAmSat Corporation
                             and Lourdes Saralegui
                           (Full titles of the Plans)
                             ----------------------

                                James W. Cuminale

             Executive Vice President, General Counsel and Secretary
                              PanAmSat Corporation
                               One Pickwick Plaza
                          Greenwich, Connecticut 06830
                                 (203) 622-6664
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                             ----------------------

                         CALCULATION OF REGISTRATION FEE
============================================================================================================================
               Title of                       Amount           Proposed Maximum       Proposed Maximum        Amount of
           Securities to be                    to be          Offering Price Per         Aggregate          Registration
              Registered                    Registered              Share              Offering Price            Fee
----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share (1)    31,250                $29.00                $906,250(2)         $ 239.25
                                              40,000                $39.00              $1,560,000(2)         $ 411.84
                                              ------                                                            ------
                                  TOTAL       71,250                                                            651.09
============================================================================================================================
(1)   This Registration Statement on Form S-8 relates to shares of Common Stock,
      par value $.01 per share (the "Common Stock"), of PanAmSat Corporation
      (the "Registrant"). Such shares are issuable pursuant to the Non-Qualified
      Stock Option Agreement between PanAmSat Corporation and Lourdes Saralegui.

(2)   Pursuant to Rule 457(h), the offering price of shares of Common Stock is
      based on the per share option exercise price.
2

                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.*

Item 2.           Registrant Information and Employee Plan Annual Information.*

----------
*        Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933, as amended, and the
         "Note" to Part I of Form S-8.
3

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents filed with the Securities and Exchange
Commission (the "Commission") by PanAmStat Corporation (the "Registrant") are
hereby incorporated by reference into this Registration Statement:

                  (a) 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);

                  (b) Registrant's Annual Report on Form 10-K for the fiscal
         year ended December 31, 1998, 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
         1998 consolidated financial statements contained in its 1998 Annual
         Report to Stockholders; and

                  (c) all other reports filed by Registrant pursuant to Section
         13(a) or 15(d) of the Exchange Act since December 31, 1998 including
         the Registrant's Quarterly Reports on Form 10-Q for the quarter ended
         March 31, 1999, June 30, 1999 and September 30, 1999.

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

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.
4

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.
5

                  (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.
6

                  (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
7

         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.

                  Not applicable.

Item 8.           Exhibits.

                  The following exhibits are filed as part of this Registration
                  Statement:

4.1               Non-Qualified Stock Option Agreement between PanAmSat
                  Corporation and Lourdes Saralegui.
8

4.2               Restated Certificate of Incorporation of Registrant, as
                  amended (filed as Exhibit 3.1 to Registrant's Annual Report on
                  Form 10-K for the Fiscal Year ended December 31, 1998 and
                  incorporated herein by reference).

4.3               By-laws (filed as Exhibit 3.2 to Registrant's Annual Report on
                  Form 10-K for the Fiscal Year ended December 31, 1998 and
                  incorporated herein by reference).

5.1               Opinion of Shearman & Sterling regarding the legality of the
                  Common Stock being registered hereby.

23.1              Consent of Deloitte & Touche LLP.

23.2              Consent of Shearman & Sterling (included in Exhibit 5.1).

24                Powers of Attorney (included on signature page).

Item 9.           Undertakings.

                  (a)      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;

                           (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 aggregate, represent a fundamental change
                  in the information set forth in this Registration Statement;
                  and

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

         provided, however, that the undertakings set forth in paragraphs (1)(i)
         and (1)(ii) above do not apply if the information required to be
         included in a post-effective amendment by those paragraphs 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
         this Registration Statement;

                  (2) That, for the purpose of determining any liability under
         the Securities Act, 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; and
9

                  (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.

                  (b) The Registrant further undertakes that, for purposes of
determining any liability under the Securities Act, 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 the time shall be deemed
to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the 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, the 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 and will be governed by the final
adjudication of such issue.
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the 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 the 19th day
of January, 2000.

                                 PANAMSAT CORPORATION

                                 By:  /s/ R. Douglas Kahn
                                    ---------------------------------------
                                      R. Douglas Kahn
                                      President and Chief Executive Officer

                                POWER OF ATTORNEY

                  We, the undersigned directors and executive officers of
PANAMSAT CORPORATION, hereby severally constitute James W. Cuminale and Kenneth
N. Heintz and each of them singly, our true and lawful attorneys with full power
to them and each of them to sign for us, and in our names in the capacities
indicated below, any and all amendments to the registration statement filed with
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys to any and all amendments
to said registration statement.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-8 has been signed by the
following persons in the capacities indicated on the 19th day of January, 2000.

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

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

/s/ R. Douglas Kahn                 President, Chief Executive Officer
-------------------------           (principal executive officer) and Director
R. Douglas Kahn

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

/s/ Roxane S. Austin                Director
-------------------------
Roxane S. Austin
Signature                           Title
---------                           -----

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

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

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

/s/ Steven R. Kahn                  Director
-------------------------
Steven R. Kahn

/s/ Tig H. Krekel                   Director
-------------------------
Tig H. Krekel

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

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

By:    /s/ Kenneth N. Heintz
     --------------------------------------
       Kenneth N. Heintz, Attorney-in-Fact
Exhibit Index

Exhibit No.                Description of Document

4.1               Non-Qualified Stock Option Agreement between PanAmSat
                  Corporation and Lourdes Saralegui.

4.2               Restated Certificate of Incorporation of Registrant, as
                  amended (filed as Exhibit 3.1 to Registrant's Annual Report on
                  Form 10-K for the Fiscal Year ended December 31, 1998 and
                  incorporated herein by reference).

4.3               By-laws (filed as Exhibit 3.2 to Registrant's Annual Report on
                  Form 10-K for the Fiscal Year ended December 31, 1998 and
                  incorporated herein by reference).

5.1               Opinion of Shearman & Sterling regarding the legality of the
                  Common Stock being registered hereby.

23.1              Consent of Deloitte & Touche LLP.

23.2              Consent of Shearman & Sterling (included in Exhibit 5.1).

24                Powers of Attorney (included on signature page).