As filed with the Securities and Exchange Commission on July 22, 1994
                                             
                                             Registration No. 33-    

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                 FORM S-8

                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                            COMSAT Corporation
            (Exact name of issuer as specified in its charter)

     District of Columbia                      52-0781863    
(State or other jurisdiction of             (I.R.S. Employer
 incorporation or organization)              identification no.)

                          6560 Rock Spring Drive
                         Bethesda, Maryland  20817
       (Address of Principal Executive Offices, including Zip Code)

                 SEVEN INDIVIDUAL STOCK OPTION AGREEMENTS
                         (Full Title of the Plan)

                             Warren Y. Zeger 
                    Vice President and General Counsel 
                            COMSAT Corporation
                          6560 Rock Spring Drive
                            Bethesda, MD  20817
                              (301) 214-3000
         (Name, Address and Telephone Number of Agent for Service)

                      CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Title of     Amount      Proposed       Proposed      Amount of
Securities   to be       Maximum        Maximum       Registration
to be        Registered  Offering Price Aggregate     Fee
Registered               per Share      Offering Price               
- -----------------------------------------------------------------------------
Common Stock   6,435
(without par shares(1)   $8.76(1)       $ 56,370.60   $ 19.44(2)
 value)       23,400
             shares(3)   $19.23(3)      $449,982.00   $155.17(2)
              23,400     
             shares(4)   $17.31(4)      $405,054.00   $139.67(2)
                                                      ==========
                                                Total $314.28(2)
- -----------------------------------------------------------------------------
(1)  Shares of Common Stock which may be purchased upon exercise
     of option granted at an exercise price of $8.76 per share.
(2)  Calculated in accordance with Rule 457(h) under the
     Securities Act of 1933.
(3)  Shares of Common Stock which may be purchased upon exercise
     of options granted at an exercise price of $19.23 per share.
(4)  Shares of Common Stock which may be purchased upon exercise
     of options granted at an exercise price of $17.31 per share.

                            Page 1 of 13 pages
<PAGE>

                                 PART II
              INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference  

     The following documents which have been filed previously
with the Securities and Exchange Commission (the "Commission") by
COMSAT Corporation (the "Company") (Commission File No. 1-4929)
pursuant to the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
are incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1993 (including Amendment No. 1 thereto
          filed with the SEC on April 29, 1994).

     (b)  The Company's Quarterly Report on Form 10-Q for the
          fiscal quarter ended March 31, 1994.

     (c)  The Company's Current Reports on Form 8-K filed with
          the Commission on February 1, 1994, March 7, 1994,
          March 11, 1994, April 26, 1994, June 8, 1994, June 30,
          1994 (as amended on Form 8-K/A), July 18, 1994 (as
          amendend on Form 8-K/A) and July 19, 1994.

     (d)  The description of the Common Stock appearing on pages
          41 through 46 of the Company's Registration Statement
          No. 33-53437.

     All documents filed with the Commission subsequent to the
date of this Registration Statement pursuant to Sections 13(a),
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 into this
Registration Statement and to be a part hereof from the date of
filing of such documents with the Commission.


Item 4.  Description of Securities

     The Company's Common Stock is registered under Section 12(b) 
of the Exchange Act.


Item 5.  Interests of Named Experts and Counsel

     Not Applicable.

                            Page 2 of 13 pages
<PAGE>

Item 6.  Indemnification of Officers and Directors

     Reference is made to the provisions of Article III of the
registrant's Articles of Incorporation filed as Exhibit 4(a)
hereto and the provisions of Article VIII of the registrant's By-
laws filed as Exhibit 4(b) hereto.

     Section 29-304 of the District of Columbia Business
Corporations Act provides a District of Columbia corporation
shall have the power to indemnify any and all of its directors or
officers or former directors or officers or any person who may
have served at its request as a director or officer of another
corporation in which it owns shares of capital stock or of which
it is a creditor against expenses actually and necessarily
incurred by them in connection with the defense of any action,
suit or proceeding in which they, or any of them, are made
parties, or a party, by reason of being or having been directors
or officers or a director or officer of the corporation, or of
such other corporation, except in relation to matters as to which
any such director or officer or former director or officer or
person shall be adjudged in such action, suit or proceeding to be
liable for negligence or misconduct in the performance of duty. 
Such indemnification shall not be deemed exclusive of any other
rights to which those indemnified may be entitled, under any
bylaw, agreement, vote of stockholders, or otherwise.

     There are in effect directors' and officers' liability
insurance policies which insure the registrant's directors and
officers against certain liabilities that they may incur in such
capacities.

Item 7.  Exemption from Registration Claimed

     Not Applicable.


Item 8.  Exhibits
     
     The exhibits listed below are listed according to the number
assigned in the table in Item 601 of Regulation S-K.
                         
     Exhibit No.         Description of Exhibit
     -----------         ----------------------
        4(a)        Articles of Incorporation of COMSAT
                    Corporation (as amended through June 1, 1993)
                    (Incorporated by reference to Exhibit 4(a) to
                    Registrant's Registration Statement on Form
                    S-3, Commission File No. 33-51661).

        4(b)        By-laws of COMSAT Corporation (as amended
                    through March 15, 1991) (Incorporated by
                    reference to Exhibit 3(b) to Registrant's
                    Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1991).

                            Page 3 of 13 pages
<PAGE>

        5(a)        In reliance upon the provisions of Form S-8,
                    an opinion of counsel as to the legality of
                    the securities being registered is not
                    required because such securities are not
                    original issuance securities. 

        5(b)        Not applicable.

        23          Consent of Deloitte & Touche.           

        24          Powers of Attorney.


Item 9.  Undertakings (numbered as in Item 512 of Regulation S-K)

     (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 of 1933;

      (ii)  To reflect in the prospectus any facts or event
            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 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 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this 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.

                            Page 4 of 13 pages
<PAGE>

     (b)  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 Securities Exchange Act of
1934 that is incorporated by reference in the 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.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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 Act and will be governed by the final adjudication of such
issue.

                            Page 5 of 13 pages
<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 County of Montgomery, State of
Maryland, on July 22, 1994.


                                   COMSAT Corporation
                                      (Registrant) 



Date: July 22, 1994      By  /s/ Warren Y. Zeger             
                           -------------------------------------
                           Warren Y. Zeger
                           Vice President and General Counsel


     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons by power of attorney in the capacities and on the date
indicated.


                         (1)  Principal executive officer


Date:  July 22, 1994              /s/ Bruce L. Crockett*        
                              ----------------------------------
                              (Bruce L. Crockett, President
                               and Chief Executive Officer)


                         (2)  Principal financial officer


Date:  July 22, 1994              /s/ C. Thomas Faulders, III*  
                              ----------------------------------
                              (C. Thomas Faulders, III, Vice              
                               President and Chief Financial               
                               Officer)


                         (3)  Principal accounting officer


Date:  July 22, 1994              /s/ Allen E. Flower*          
                              ----------------------------------
                              (Allen E. Flower, Controller)
         
                            Page 6 of 13 pages
<PAGE>

                         (4)  Board of Directors


Date:  July 22, 1994              /s/ Lucy Wilson Benson*       
                              ----------------------------------
                              (Lucy Wilson Benson, Director)



Date:  July 22, 1994              /s/ Rudy Boschwitz*              
                              ----------------------------------
                              (Rudy Boschwitz, Director)



Date:  July 22, 1994              /s/ Edwin I. Colodny*         
                              ----------------------------------
                              (Edwin I. Colodny, Director)



Date:  July 22, 1994              /s/ Bruce L. Crockett*        
                              ----------------------------------
                              (Bruce L. Crockett, Director)



Date:  July 22, 1994              /s/ Frederick B. Dent*              
                              ----------------------------------
                              (Frederick B. Dent, Director)



Date:  July 22, 1994              /s/ James B. Edwards*         
                              ----------------------------------
                              (James B. Edwards, Director)



Date:  July 22, 1994              /s/ Neal B. Freeman*          
                              ----------------------------------
                              (Neal B. Freeman, Director)



Date:  July 22, 1994              /s/ Barry M. Goldwater*              
                              ----------------------------------
                              (Barry M. Goldwater, Director)



Date:  July 22, 1994              /s/ Arthur Hauspurg*          
                              ----------------------------------
                              (Arthur Hauspurg, Director)



Date:  July 22, 1994              /s/ Melvin R. Laird*          
                              ----------------------------------
                              (Melvin R. Laird, Chairman of the
                              Board and Director)

                            Page 7 of 13 pages
<PAGE>
                            

Date:  July 22, 1994              /s/ Peter W. Likins*          
                              ----------------------------------
                              (Peter W. Likins, Director)



Date:  July 22, 1994              /s/ Howard M. Love*           
                              ----------------------------------
                              (Howard M. Love, Director)



Date:  July 22, 1994              /s/ Robert G. Schwartz*       
                              ----------------------------------
                              (Robert G. Schwartz, Director)



Date:  July 22, 1994              /s/ C. J. Silas*              
                              ----------------------------------
                              (C. J. Silas, Director)



Date:  July 22, 1994              /s/ Dolores D. Wharton*        
                              ----------------------------------
                              (Dolores D. Wharton, Director)


*  By: /s/ Warren Y. Zeger              
      ---------------------------------
      Warren Y. Zeger, Attorney-in-fact

                            Page 8 of 13 pages
<PAGE>

                               EXHIBIT INDEX

                                                                                
                                                      Sequential
Exhibit No.            Description                    Page Number
- ----------             -----------                    -----------
   4(a)           Articles of Incorporation of
                  COMSAT Corporation (as amended
                  through June 1, 1993)
                  (Incorporated by reference to
                  Exhibit 4(a) to Registrant's
                  Registration Statement on Form
                  S-3, Commission File No.
                  33-51661).

    4(b)          By-laws of COMSAT Corporation
                  (as amended through March 15,
                  1991) (Incorporated by
                  reference to Exhibit 3(b) to
                  Registrant's Annual Report on
                  Form 10-K for the fiscal year
                  ended December 31, 1991).
    
    5(a)          In reliance upon the
                  provisions of Form S-8, an
                  opinion of counsel as to the
                  legality of the securities
                  being registered is not
                  required because such
                  securities are not original
                  issuance securities.

   5(b)           Not applicable.
   
   23             Consent of Deloitte & Touche.       10

   24             Powers of Attorney.                 11

                            Page 9 of 13 pages
<PAGE>

                                                              Exhibit 23





                       INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Registration
Statement of COMSAT Corporation on Form S-8 of our reports dated
February 16, 1994, relating to the consolidated financial
statements of COMSAT Corporation, appearing in the Annual Report
on Form 10-K, as amended on Form 10-K/A for the year ended
December 31, 1993, and our report dated June 24, 1994 relating to
the supplemental consolidated financial statements of COMSAT
Corporation, appearing in the Form 8-K current report of COMSAT
Corporation dated June 29, 1994, as amended on Form 8-K/A, which
aforementioned reports include explanatory paragraphs referring
to the changes in the Corporation's method of accounting for
postretirement health and life insurance benefits and in its
method of accounting for income taxes, and our report dated
August 20, 1993, relating to the consolidated financial
statements of Radiation Systems, Inc., appearing in the Annual
Report on Form 10-K of Radiation Systems, Inc., as amended by
Amendment No. 3 on Form 10-K/A for the year ended June 30, 1993.


Deloitte & Touche



Washington, D.C.
July 22, 1994
                                                       
                            Page 10 of 13 pages
<PAGE>

                                                       Exhibit 24



                            COMSAT CORPORATION

                            POWERS OF ATTORNEY


     Each of the undersigned hereby appoints Bruce L. Crockett,
President and Chief Executive Officer, C. Thomas Faulders, III,
Vice President and Chief Financial Officer, Warren Y. Zeger, Vice
President and General Counsel, and Robert N. Davis, Jr.,
Assistant General Counsel, and each of them severally, his or her
true and lawful attorneys to execute (in the name of and on
behalf of and as attorneys for the undersigned) a Registration
Statement on Form S-8 relating to the registration of 53,235
shares of the Corporation's Common Stock for issuance pursuant to
certain stock options held by former directors of Radiation
Systems, Inc., and any and all amendments to such Registration
Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and
Exchange Commission.
                         
                              (1)  Principal executive officer



Date:  July 15, 1994                 /s/ Bruce L. Crockett       
                                   -----------------------------
                                   (Bruce L. Crockett, President 
                                    and Chief Executive Officer)



                              (2)  Principal financial officer



Date:  July 15, 1994                 /s/ C. Thomas Faulders, III  
                                   -----------------------------
                                   (C. Thomas Faulders, III
                                    Vice President and Chief
                                    Financial Officer)

     
     
                              (3)  Principal accounting officer



Date:  July 15, 1994                 /s/ Allen E. Flower          
                                   -----------------------------
                                   (Allen E. Flower, Controller)
                                   
                            Page 11 of 13 pages
<PAGE>


                              (4)  Board of Directors



Date:  July 15, 1994                 /s/ Lucy Wilson Benson       
                                   -----------------------------
                                   (Lucy Wilson Benson, Director)



Date:  July 15, 1994                 /s/ Rudy Boschwitz           
                                   -----------------------------
                                   (Rudy Boschwitz, Director)



Date:  July 15, 1994                 /s/ Edwin I. Colodny         
                                   -----------------------------
                                   (Edwin I. Colodny, Director)



Date:  July 15, 1994                 /s/ Bruce L. Crockett        
                                   -----------------------------
                                   (Bruce L. Crockett, Director)



Date:  July 15, 1994                 /s/ Frederick B. Dent        
                                   -----------------------------
                                   (Frederick B. Dent, Director)



Date:  July 15, 1994                 /s/ James B. Edwards         
                                   -----------------------------
                                   (James B. Edwards, Director)



Date:  July 15, 1994                 /s/ Neal B. Freeman          
                                   -----------------------------
                                   (Neal B. Freeman, Director)



Date:  July 15, 1994                 /s/ Barry M. Goldwater       
                                   -----------------------------
                                   (Barry M. Goldwater, Director)



Date:  July 15, 1994                 /s/ Arthur Hauspurg          
                                   -----------------------------
                                   (Arthur Hauspurg, Director)

                            Page 12 of 13 pages
<PAGE>

Date:  July 15, 1994                 /s/ Melvin R. Laird          
                                   -----------------------------
                                   (Melvin R. Laird, Chairman of
                                    the Board and Director)
                                   


Date:  July 15, 1994                 /s/ Peter W. Likins          
                                   -----------------------------
                                   (Peter W. Likins, Director)



Date:  July 15, 1994                 /s/ Howard M. Love           
                                   -----------------------------
                                   (Howard M. Love, Director)



Date:  July 15, 1994                 /s/ Robert G. Schwartz       
                                   -----------------------------
                                   (Robert G. Schwartz, Director)



Date:  July 15, 1994                 /s/ C. J. Silas              
                                   -----------------------------
                                   (C. J. Silas, Director)



Date:  July 15, 1994                 /s/ Dolores D. Wharton       
                                   -----------------------------
                                   (Dolores D. Wharton, Director)

                            Page 13 of 13 pages
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "SEVEN IND STOCK OPT AGR", "secsgml_size_bytes": 25144}]
{"company-data": {"conformed-name": "COMSAT CORP", "cik": "0000022698", "assigned-sic": "4899", "irs-number": "520781863", "state-of-incorporation": "DC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54687", "film-number": "94539737"}, "business-address": {"street1": "6560 ROCK SPRING DR", "city": "BETHESDA", "state": "MD", "zip": "20817", "phone": "301-214-30"}, "mail-address": {"street1": "6560 ROCK SPRING DRIVE", "city": "BETHESDA", "state": "MD", "zip": "20817"}, "former-company": {"former-conformed-name": "COMMUNICATIONS SATELLITE CORP /DE/", "date-changed": "19930719"}}
As filed with the Securities and Exchange Commission on July 22, 1994
                                             
                                             Registration No. 33-    

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                 FORM S-8

                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                            COMSAT Corporation
            (Exact name of issuer as specified in its charter)

     District of Columbia                      52-0781863    
(State or other jurisdiction of             (I.R.S. Employer
 incorporation or organization)              identification no.)

                          6560 Rock Spring Drive
                         Bethesda, Maryland  20817
       (Address of Principal Executive Offices, including Zip Code)

                 SEVEN INDIVIDUAL STOCK OPTION AGREEMENTS
                         (Full Title of the Plan)

                             Warren Y. Zeger 
                    Vice President and General Counsel 
                            COMSAT Corporation
                          6560 Rock Spring Drive
                            Bethesda, MD  20817
                              (301) 214-3000
         (Name, Address and Telephone Number of Agent for Service)

                      CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Title of     Amount      Proposed       Proposed      Amount of
Securities   to be       Maximum        Maximum       Registration
to be        Registered  Offering Price Aggregate     Fee
Registered               per Share      Offering Price               
- -----------------------------------------------------------------------------
Common Stock   6,435
(without par shares(1)   $8.76(1)       $ 56,370.60   $ 19.44(2)
 value)       23,400
             shares(3)   $19.23(3)      $449,982.00   $155.17(2)
              23,400     
             shares(4)   $17.31(4)      $405,054.00   $139.67(2)
                                                      ==========
                                                Total $314.28(2)
- -----------------------------------------------------------------------------
(1)  Shares of Common Stock which may be purchased upon exercise
     of option granted at an exercise price of $8.76 per share.
(2)  Calculated in accordance with Rule 457(h) under the
     Securities Act of 1933.
(3)  Shares of Common Stock which may be purchased upon exercise
     of options granted at an exercise price of $19.23 per share.
(4)  Shares of Common Stock which may be purchased upon exercise
     of options granted at an exercise price of $17.31 per share.

                            Page 1 of 13 pages
PART II
              INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference  

     The following documents which have been filed previously
with the Securities and Exchange Commission (the "Commission") by
COMSAT Corporation (the "Company") (Commission File No. 1-4929)
pursuant to the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
are incorporated herein by reference:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1993 (including Amendment No. 1 thereto
          filed with the SEC on April 29, 1994).

     (b)  The Company's Quarterly Report on Form 10-Q for the
          fiscal quarter ended March 31, 1994.

     (c)  The Company's Current Reports on Form 8-K filed with
          the Commission on February 1, 1994, March 7, 1994,
          March 11, 1994, April 26, 1994, June 8, 1994, June 30,
          1994 (as amended on Form 8-K/A), July 18, 1994 (as
          amendend on Form 8-K/A) and July 19, 1994.

     (d)  The description of the Common Stock appearing on pages
          41 through 46 of the Company's Registration Statement
          No. 33-53437.

     All documents filed with the Commission subsequent to the
date of this Registration Statement pursuant to Sections 13(a),
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 into this
Registration Statement and to be a part hereof from the date of
filing of such documents with the Commission.

Item 4.  Description of Securities

     The Company's Common Stock is registered under Section 12(b) 
of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel

     Not Applicable.

                            Page 2 of 13 pages
Item 6.  Indemnification of Officers and Directors

     Reference is made to the provisions of Article III of the
registrant's Articles of Incorporation filed as Exhibit 4(a)
hereto and the provisions of Article VIII of the registrant's By-
laws filed as Exhibit 4(b) hereto.

     Section 29-304 of the District of Columbia Business
Corporations Act provides a District of Columbia corporation
shall have the power to indemnify any and all of its directors or
officers or former directors or officers or any person who may
have served at its request as a director or officer of another
corporation in which it owns shares of capital stock or of which
it is a creditor against expenses actually and necessarily
incurred by them in connection with the defense of any action,
suit or proceeding in which they, or any of them, are made
parties, or a party, by reason of being or having been directors
or officers or a director or officer of the corporation, or of
such other corporation, except in relation to matters as to which
any such director or officer or former director or officer or
person shall be adjudged in such action, suit or proceeding to be
liable for negligence or misconduct in the performance of duty. 
Such indemnification shall not be deemed exclusive of any other
rights to which those indemnified may be entitled, under any
bylaw, agreement, vote of stockholders, or otherwise.

     There are in effect directors' and officers' liability
insurance policies which insure the registrant's directors and
officers against certain liabilities that they may incur in such
capacities.

Item 7.  Exemption from Registration Claimed

     Not Applicable.

Item 8.  Exhibits
     
     The exhibits listed below are listed according to the number
assigned in the table in Item 601 of Regulation S-K.
                         
     Exhibit No.         Description of Exhibit
     -----------         ----------------------
        4(a)        Articles of Incorporation of COMSAT
                    Corporation (as amended through June 1, 1993)
                    (Incorporated by reference to Exhibit 4(a) to
                    Registrant's Registration Statement on Form
                    S-3, Commission File No. 33-51661).

        4(b)        By-laws of COMSAT Corporation (as amended
                    through March 15, 1991) (Incorporated by
                    reference to Exhibit 3(b) to Registrant's
                    Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1991).

                            Page 3 of 13 pages
5(a)        In reliance upon the provisions of Form S-8,
                    an opinion of counsel as to the legality of
                    the securities being registered is not
                    required because such securities are not
                    original issuance securities. 

        5(b)        Not applicable.

        23          Consent of Deloitte & Touche.           

        24          Powers of Attorney.

Item 9.  Undertakings (numbered as in Item 512 of Regulation S-K)

     (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 of 1933;

      (ii)  To reflect in the prospectus any facts or event
            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 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 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this 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.

                            Page 4 of 13 pages
(b)  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 Securities Exchange Act of
1934 that is incorporated by reference in the 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.

     (c)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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 Act and will be governed by the final adjudication of such
issue.

                            Page 5 of 13 pages
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 County of Montgomery, State of
Maryland, on July 22, 1994.

                                   COMSAT Corporation
                                      (Registrant) 

Date: July 22, 1994      By  /s/ Warren Y. Zeger             
                           -------------------------------------
                           Warren Y. Zeger
                           Vice President and General Counsel

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons by power of attorney in the capacities and on the date
indicated.

                         (1)  Principal executive officer

Date:  July 22, 1994              /s/ Bruce L. Crockett*        
                              ----------------------------------
                              (Bruce L. Crockett, President
                               and Chief Executive Officer)

                         (2)  Principal financial officer

Date:  July 22, 1994              /s/ C. Thomas Faulders, III*  
                              ----------------------------------
                              (C. Thomas Faulders, III, Vice              
                               President and Chief Financial               
                               Officer)

                         (3)  Principal accounting officer

Date:  July 22, 1994              /s/ Allen E. Flower*          
                              ----------------------------------
                              (Allen E. Flower, Controller)
         
                            Page 6 of 13 pages
(4)  Board of Directors

Date:  July 22, 1994              /s/ Lucy Wilson Benson*       
                              ----------------------------------
                              (Lucy Wilson Benson, Director)

Date:  July 22, 1994              /s/ Rudy Boschwitz*              
                              ----------------------------------
                              (Rudy Boschwitz, Director)

Date:  July 22, 1994              /s/ Edwin I. Colodny*         
                              ----------------------------------
                              (Edwin I. Colodny, Director)

Date:  July 22, 1994              /s/ Bruce L. Crockett*        
                              ----------------------------------
                              (Bruce L. Crockett, Director)

Date:  July 22, 1994              /s/ Frederick B. Dent*              
                              ----------------------------------
                              (Frederick B. Dent, Director)

Date:  July 22, 1994              /s/ James B. Edwards*         
                              ----------------------------------
                              (James B. Edwards, Director)

Date:  July 22, 1994              /s/ Neal B. Freeman*          
                              ----------------------------------
                              (Neal B. Freeman, Director)

Date:  July 22, 1994              /s/ Barry M. Goldwater*              
                              ----------------------------------
                              (Barry M. Goldwater, Director)

Date:  July 22, 1994              /s/ Arthur Hauspurg*          
                              ----------------------------------
                              (Arthur Hauspurg, Director)

Date:  July 22, 1994              /s/ Melvin R. Laird*          
                              ----------------------------------
                              (Melvin R. Laird, Chairman of the
                              Board and Director)

                            Page 7 of 13 pages
Date:  July 22, 1994              /s/ Peter W. Likins*          
                              ----------------------------------
                              (Peter W. Likins, Director)

Date:  July 22, 1994              /s/ Howard M. Love*           
                              ----------------------------------
                              (Howard M. Love, Director)

Date:  July 22, 1994              /s/ Robert G. Schwartz*       
                              ----------------------------------
                              (Robert G. Schwartz, Director)

Date:  July 22, 1994              /s/ C. J. Silas*              
                              ----------------------------------
                              (C. J. Silas, Director)

Date:  July 22, 1994              /s/ Dolores D. Wharton*        
                              ----------------------------------
                              (Dolores D. Wharton, Director)

*  By: /s/ Warren Y. Zeger              
      ---------------------------------
      Warren Y. Zeger, Attorney-in-fact

                            Page 8 of 13 pages
EXHIBIT INDEX

                                                                                
                                                      Sequential
Exhibit No.            Description                    Page Number
- ----------             -----------                    -----------
   4(a)           Articles of Incorporation of
                  COMSAT Corporation (as amended
                  through June 1, 1993)
                  (Incorporated by reference to
                  Exhibit 4(a) to Registrant's
                  Registration Statement on Form
                  S-3, Commission File No.
                  33-51661).

    4(b)          By-laws of COMSAT Corporation
                  (as amended through March 15,
                  1991) (Incorporated by
                  reference to Exhibit 3(b) to
                  Registrant's Annual Report on
                  Form 10-K for the fiscal year
                  ended December 31, 1991).
    
    5(a)          In reliance upon the
                  provisions of Form S-8, an
                  opinion of counsel as to the
                  legality of the securities
                  being registered is not
                  required because such
                  securities are not original
                  issuance securities.

   5(b)           Not applicable.
   
   23             Consent of Deloitte & Touche.       10

   24             Powers of Attorney.                 11

                            Page 9 of 13 pages
Exhibit 23

                       INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration
Statement of COMSAT Corporation on Form S-8 of our reports dated
February 16, 1994, relating to the consolidated financial
statements of COMSAT Corporation, appearing in the Annual Report
on Form 10-K, as amended on Form 10-K/A for the year ended
December 31, 1993, and our report dated June 24, 1994 relating to
the supplemental consolidated financial statements of COMSAT
Corporation, appearing in the Form 8-K current report of COMSAT
Corporation dated June 29, 1994, as amended on Form 8-K/A, which
aforementioned reports include explanatory paragraphs referring
to the changes in the Corporation's method of accounting for
postretirement health and life insurance benefits and in its
method of accounting for income taxes, and our report dated
August 20, 1993, relating to the consolidated financial
statements of Radiation Systems, Inc., appearing in the Annual
Report on Form 10-K of Radiation Systems, Inc., as amended by
Amendment No. 3 on Form 10-K/A for the year ended June 30, 1993.

Deloitte & Touche

Washington, D.C.
July 22, 1994
                                                       
                            Page 10 of 13 pages
Exhibit 24

                            COMSAT CORPORATION

                            POWERS OF ATTORNEY

     Each of the undersigned hereby appoints Bruce L. Crockett,
President and Chief Executive Officer, C. Thomas Faulders, III,
Vice President and Chief Financial Officer, Warren Y. Zeger, Vice
President and General Counsel, and Robert N. Davis, Jr.,
Assistant General Counsel, and each of them severally, his or her
true and lawful attorneys to execute (in the name of and on
behalf of and as attorneys for the undersigned) a Registration
Statement on Form S-8 relating to the registration of 53,235
shares of the Corporation's Common Stock for issuance pursuant to
certain stock options held by former directors of Radiation
Systems, Inc., and any and all amendments to such Registration
Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and
Exchange Commission.
                         
                              (1)  Principal executive officer

Date:  July 15, 1994                 /s/ Bruce L. Crockett       
                                   -----------------------------
                                   (Bruce L. Crockett, President 
                                    and Chief Executive Officer)

                              (2)  Principal financial officer

Date:  July 15, 1994                 /s/ C. Thomas Faulders, III  
                                   -----------------------------
                                   (C. Thomas Faulders, III
                                    Vice President and Chief
                                    Financial Officer)

     
     
                              (3)  Principal accounting officer

Date:  July 15, 1994                 /s/ Allen E. Flower          
                                   -----------------------------
                                   (Allen E. Flower, Controller)
                                   
                            Page 11 of 13 pages
(4)  Board of Directors

Date:  July 15, 1994                 /s/ Lucy Wilson Benson       
                                   -----------------------------
                                   (Lucy Wilson Benson, Director)

Date:  July 15, 1994                 /s/ Rudy Boschwitz           
                                   -----------------------------
                                   (Rudy Boschwitz, Director)

Date:  July 15, 1994                 /s/ Edwin I. Colodny         
                                   -----------------------------
                                   (Edwin I. Colodny, Director)

Date:  July 15, 1994                 /s/ Bruce L. Crockett        
                                   -----------------------------
                                   (Bruce L. Crockett, Director)

Date:  July 15, 1994                 /s/ Frederick B. Dent        
                                   -----------------------------
                                   (Frederick B. Dent, Director)

Date:  July 15, 1994                 /s/ James B. Edwards         
                                   -----------------------------
                                   (James B. Edwards, Director)

Date:  July 15, 1994                 /s/ Neal B. Freeman          
                                   -----------------------------
                                   (Neal B. Freeman, Director)

Date:  July 15, 1994                 /s/ Barry M. Goldwater       
                                   -----------------------------
                                   (Barry M. Goldwater, Director)

Date:  July 15, 1994                 /s/ Arthur Hauspurg          
                                   -----------------------------
                                   (Arthur Hauspurg, Director)

                            Page 12 of 13 pages
Date:  July 15, 1994                 /s/ Melvin R. Laird          
                                   -----------------------------
                                   (Melvin R. Laird, Chairman of
                                    the Board and Director)
                                   

Date:  July 15, 1994                 /s/ Peter W. Likins          
                                   -----------------------------
                                   (Peter W. Likins, Director)

Date:  July 15, 1994                 /s/ Howard M. Love           
                                   -----------------------------
                                   (Howard M. Love, Director)

Date:  July 15, 1994                 /s/ Robert G. Schwartz       
                                   -----------------------------
                                   (Robert G. Schwartz, Director)

Date:  July 15, 1994                 /s/ C. J. Silas              
                                   -----------------------------
                                   (C. J. Silas, Director)

Date:  July 15, 1994                 /s/ Dolores D. Wharton       
                                   -----------------------------
                                   (Dolores D. Wharton, Director)

                            Page 13 of 13 pages