COMSAT CORP
10-Q, 1995-05-15
COMMUNICATIONS SERVICES, NEC
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		    SECURITIES AND EXCHANGE COMMISSION
			 Washington, D.C.  20549


				FORM 10-Q


		Quarterly Report Under Section 13 or 15(d)
		  of the Securities Exchange Act of 1934


		     For Quarter Ended March 31, 1995
		      Commission File Number 1-4929




			   COMSAT CORPORATION
			 6560 Rock Spring Drive
			  Bethesda, MD  20817
			    (301) 214-3000



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





	Indicate by check mark whether the Registrant (1) has filed 
all reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding twelve (12) months (or for such 
shorter period that the Registrant was required to file such reports), and 
(2) has been subject to such filing requirements for the past ninety (90) 
days.      Yes  X  No     

	47,143,000 shares of the Registrant's common stock were outstanding 
as of March 31, 1995.






	     Page 1 of 20 pages - Exhibit Index at page 14
<PAGE>

PART I. FINANCIAL INFORMATION
Item 1. Interim Financial Statements for the Corporation (Unaudited)


		COMSAT CORPORATION AND SUBSIDIARIES
	     Condensed Consolidated Income Statements
	     (In thousands, except per share amounts)


					     Quarter Ended March 31,
					       1995           1994
					     ----------------------
Revenues                                   $  207,883      $  200,495
					   ----------      ----------
Operating expenses:
  Cost of services                            121,213         114,735
  Depreciation and amortization                47,378          40,279
  Research and development                      4,605           3,243
  General and administrative                    4,930           5,364
					   ----------      ----------
  Total operating expenses                    178,126         163,621
					   ----------      ----------
Operating income                               29,757          36,874

Interest and other income, net                  2,029           1,237
Interest expense, net of amounts 
  capitalized                                  (8,875)         (6,152)
					   ----------      ----------
Income before taxes                            22,911          31,959

Income tax expense                             (8,338)        (11,778)
					   ----------      ----------
Net income                                 $   14,573      $   20,181
					   ==========      ==========
Earnings per share                         $     0.31      $     0.43
					   ==========      ==========

The accompanying notes are an integral part of these financial statements.

Page 2
<PAGE>

		 COMSAT CORPORATION AND SUBSIDIARIES
		Condensed Consolidated Balance Sheets
			   (In thousands)

					     March 31,     December 31,
					       1995            1994
ASSETS                                      --------      -----------
Current assets: 
  Cash and cash equivalents              $    16,322      $    18,658
  Receivables                                216,619          226,189
  Inventories                                 24,380           21,933
  Other                                       30,651           31,460
					 -----------       ----------
    Total current assets                     287,972          298,240
					 -----------       ----------
Property and equipment (net of 
  accumulated depreciation of 
  $1,022,449 in 1995 and $990,596 
  in 1994)                                 1,461,337        1,431,066
Investments                                   79,439           69,541
Goodwill                                      50,944           46,535
Franchise rights                              38,634           39,119
Other assets                                  98,893           91,491
					  ----------       ----------
  Total assets                            $2,017,219       $1,975,992

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current maturities of long-term 
    obligations                           $    7,023       $    7,115
  Commercial paper                           141,767          121,356
  Accounts payable and accrued 
    liabilities                              114,662          145,893
  Due to related parties                       6,838           36,750
  Other                                       20,910            5,966
					  ----------       ----------
    Total current liabilities                291,200          317,080
					  ----------       ----------
Long-term debt                               569,440          515,542
Deferred income taxes and investment 
  tax credits                                122,224          122,798
Accrued postretirement benefit costs          51,555           50,817
Other long-term liabilities                  116,067          112,824
					  ----------       ----------
  Total liabilities                        1,150,486        1,119,061
					  ----------       ----------
Minority interest                             29,020           30,015
					  ----------       ----------
Stockholders' equity:
  Common stock                               314,916          312,143
  Retained earnings                          537,624          532,229
  Treasury stock                             (11,795)         (12,502)
  Other                                       (3,032)          (4,954)
					  ----------       ----------
  Total stockholders' equity                 837,713          826,916
  Total liabilities and stockholders'     ----------       ----------
    equity                                $2,017,219       $1,975,992
					  ==========       ==========

The accompanying notes are an integral part of these financial statements.

Page 3
<PAGE>

		 COMSAT CORPORATION AND SUBSIDIARIES
	    Condensed Consolidated Cash Flow Statements
			    (In thousands)


					     Quarter Ended March 31,
					       1995           1994
					     ----------------------
Cash flows from operating activities:
  Net income                               $   14,573      $   20,181
  Adjustment for depreciation and 
    amortization                               47,378          40,279
  Changes in operating assets and 
    liabilities                               (28,270)        (23,410)
  Other                                        (1,703)         (6,049)
					   ----------      ----------
  Net cash provided by operating
    activities                                 31,978          31,001
					   ----------      ----------
Cash flows from investing activities:
  Purchase of property and equipment          (86,576)        (85,877)
  Decrease in INTELSAT ownership               12,022           7,024
  Decrease (increase) in Inmarsat 
    ownership                                  (9,146)          3,031
  Investments in unconsolidated 
    businesses                                (11,680)        (11,562)
  Other                                          (862)         (6,110)
					   ----------      ----------
  Net cash used in investing activities       (96,242)        (93,494)
					   ----------      ----------
Cash flows from financing activities:
  Common stock issued                           2,582           1,959
  Cash dividends paid                          (9,178)         (7,446)
  Proceeds from issuance of long-term 
    debt                                       57,136          40,421
  Repayment of long-term debt                  (4,137)         (1,796)
  Net short-term borrowings                    20,412          32,505
  Other                                        (4,887)          2,244
					   ----------      ----------
  Net cash provided by financing
    activities                                 61,928          67,887
					   ----------      ----------
Net increase (decrease) in cash and cash 
  equivalents                                  (2,336)          5,394
Cash and cash equivalents, beginning 
  of period                                    18,658          16,230
					   ----------      ----------
Cash and cash equivalents, end of period   $   16,322      $   21,624
					   ==========      ==========

The accompanying notes are an integral part of these financial statements.

Page 4
<PAGE>

COMSAT CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)


1.      Financial Statement Presentation

	These financial statements include the accounts of COMSAT 
Corporation and its majority-owned subsidiaries (the "corporation") and 
reflect all adjustments that are, in the opinion of management, necessary 
to fairly present the results of the periods covered.  

2.      Merger with Radiation Systems, Inc.

	As discussed in Note 2 to the 1994 financial statements, the 
corporation consummated its merger with Radiation Systems, Inc. (RSi) in 
June 1994.  The merger has been accounted for as a pooling of interests.  
Accordingly, the first quarter 1994 financial statements included in this 
Form 10-Q have been restated to include RSi.  Operating results for the 
separate companies prior to the merger are as follows:        
	
	In thousands, except             Quarter Ended  
	per share amounts               March 31, 1994  
	--------------------            --------------
	Revenues:
		COMSAT                  $      169,529 
		RSi                             30,966  
					--------------
					$      200,495 
					==============
	Net Income:                     
		COMSAT                  $       18,293  
		RSi                              1,888   
					--------------
					$       20,181  
					==============
	Earnings per share:
		Before merger           $         0.45    
		After merger            $         0.43    

3.      INTELSAT and Inmarsat Share Changes

	The corporation decreased its ownership share of INTELSAT from 
20.1% at December 31, 1994 to 19.1% as of March 31, 1995.  The corporation 
received cash proceeds of $12.0 million and has a $5.4 million receivable 
for the balance due.

	The corporation increased its ownership share of Inmarsat from 
22.4% at December 31, 1994 to 24.1% as of March 31, 1995.  The corporation 
paid $9.1 million for its increased share in Inmarsat.

Page 5
<PAGE>

4.      Inventories

	Inventories, stated at the lower of cost (first-in, first-out) or 
market, consist of the following (in thousands):
	
				March 31, 1995  December 31, 1994
				--------------  -----------------
	Finished goods          $       5,661    $       5,228
	Work in progress               11,375            9,187
	Raw materials                   7,344            7,518
				-------------    -------------
	Total                   $      24,380    $      21,933
				=============    =============

5.      Investments

	In January 1995, the corporation invested $11.4 million in a new 
company that will own and operate a satellite system affiliated with 
Inmarsat (see Note 8 to the 1994 financial statements).  This includes 
$9.4 million paid to Inmarsat for the corporation's share of Inmarsat's 
investment in the venture.

6.      Debt

	In February 1995, INTELSAT issued $200.0 million of 8.125% Eurobond 
notes due February 28, 2005.  Interest is payable annually in arrears.  The 
corporation has recorded its share of this long-term debt.

	The corporation issued two notes during the quarter under its 
medium-term note program.  A $5.0 million 8.5% note was issued in February 
1995 and a $12.0 million 7.92% note was issued in March 1995.  These notes 
are due in 2007.

7.      Litigation

	As discussed in Note 9 to the corporation's 1994 financial 
statements, the corporation is engaged in an antitrust suit filed by Pan 
American Satellite (PanAmSat).  Discovery in the suit ended in November 
1994; however, PanAmSat has motions pending which, if granted, would result 
in additional discovery.  In December 1994, the corporation filed a motion 
for summary judgment directed to dismissal of all claims in the complaint.  
PanAmSat has opposed the motion.  In the opinion of management, the claims 
are without merit, and the ultimate disposition of this matter will not 
have a material effect on the corporation's financial statements.

	The corporation is defending a patent and copyright infringement 
suit brought by Spectradyne, Inc. against its COMSAT Video Enterprises, Inc. 
and On Command Video Corporation subsidiaries as discussed in Note 9 to 
the 1994 financial statements.  In 1994, a U.S. District Court granted 
summary judgment dismissing all of these claims except one copyright issue.  
The corporation believes that the suit is without merit and that the ultimate 
disposition of this matter will not have a material effect on the 
corporation's financial statements.

8.      Subsequent Events

	In May 1995, the corporation issued a $9.0 million 7.77% note and 
a $16.0 million 7.7% note under its medium-term note program.  These notes 
are due in 2007.  The corporation has $26.0 million remaining under its 
medium-term note program. 

Page 6
<PAGE>

Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS FOR THE QUARTER 
ENDED MARCH 31, 1995


ANALYSIS OF OPERATIONS

Consolidated Operations

	Consolidated revenues for the first quarter of 1995 were $207.9 
million, an  increase of $7.4 million over last year's first quarter.  The 
International Communications, Mobile Communications and Entertainment 
segments all reported solid growth in revenues whereas Technology Services 
segment revenues fell from last year's level.

	Operating income decreased $7.1 million from the first quarter of 
1994.  The Mobile Communications segment reported strong growth in operating 
income which was offset by declines in operating results for the 
Entertainment and Technology Services segments.  Operating income for the 
International Communications segment was the same as last year's first 
quarter.
	
	Interest and other income increased $0.8 million in the first quarter 
of 1995, as compared to the same period last year.  This year's first 
quarter includes a $2.2 million gain from the sale of the corporation's 
interest in a communications venture in Chile offset by a $0.9 million 
accrual for a judgment in a lawsuit brought by a former employee of a 
subsidiary of the corporation.

	Net interest expense increased $2.7 million over last year's first 
quarter.  Interest expense increased 24% due to higher borrowings and 
interest rates.  The corporation's borrowings have increased to meet 
capital expenditure and investment requirements.  The weighted average 
interest rate on commercial paper has almost doubled since the first 
quarter of 1994 to 6.09% at March 31, 1995.  Interest capitalized, primarily 
on INTELSAT and Inmarsat satellite construction projects, remained relatively 
even with last year's first quarter.

Segment Operating Results

	As discussed in Note 15 to the 1994 financial statements, the 
corporation reports operating results in four segments: International 
Communications, Mobile Communications, Entertainment and Technology 
Services.  The method of allocating indirect corporate costs was changed 
in 1995.  Segment operating results for 1994 have been restated for this 
change.

Page 7
<PAGE>

Results by Segment (in millions):
					      Quarter Ended March 31,
						1995            1994
					      ----------------------
	REVENUES
	  International Communications       $    70.6       $    63.9
	  Mobile Communications                   47.1            44.0
	  Entertainment                           47.4            40.4
	  Technology Services                     46.8            55.3
	  Eliminations and other                  (4.0)           (3.1)
					     ---------       ---------
	  Total revenues                     $   207.9       $   200.5
					     =========       =========
	OPERATING INCOME (LOSS)
	  International Communications       $    24.2       $    24.2
	  Mobile Communications                   12.6            11.5
	  Entertainment                           (3.2)            2.6
	  Technology Services                      2.6             4.8
					     ---------       ---------
	  Total segment operating income          36.2            43.1
	  Other corporate                         (6.4)           (6.2)
					     ---------       ---------
	  Total operating income             $    29.8       $    36.9
					     =========       =========
International Communications

	The International Communications segment includes the results of 
COMSAT World Systems (CWS) and COMSAT International Ventures (CIV).  CWS's 
first quarter revenues increased $1.0 million over last year's first quarter.  
This was primarily attributable to growth in digital circuits and broadcast 
leases which more than offset rate reductions under long-term agreements.  
CWS also had higher revenues this year from additional VSAT leases and cable 
restorations.  CIV's revenues grew $5.8 million over the first quarter of 
1994.  Almost half of this growth came from improved results for the 
corporation's subsidiary in Argentina.  The balance of the revenue 
improvement is attributable to two ventures which were not consolidated in 
last year's first quarter.  

	Operating income for the segment was the same as last year's first 
quarter.  CWS's operating income increased $2.0 million due to the increase 
in revenues and a decline in operating expenses offset somewhat by higher 
depreciation. The decline in operating expenses was due to a reduction in 
staff late last year and other cost containment measures.  The increase in 
depreciation was due to three new INTELSAT satellites that have been launched 
and placed in service since the first quarter of 1994.  CIV's operating 
income fell $2.0 million primarily due to the operating losses for the newly 
consolidated ventures.

Mobile Communications

	Mobile Communications segment first quarter revenues increased $3.1 
million  over last year's first quarter.  This is principally driven by 
increased leased circuits and continued increases in digital terminal use.  
Telephone traffic was up 8% over the first quarter of 1994.  More than 5,600 
digital standard M and B terminals have now been commissioned.  Additionally, 
revenues from service contracts with IDB and AMSC increased over last year.  

Page 8
<PAGE>

	First quarter operating income increased $1.1 million over last year's 
first quarter.  This was primarily attributable to the revenue growth offset 
by the related increase in cost of services in addition to higher 
depreciation expense related to upgrades to earth stations and a higher 
share of Inmarsat's depreciation expense.

Entertainment

	First quarter revenues for the Entertainment segment increased $7.0 
million as compared to the same quarter last year.  This is primarily 
attributable to increased revenues from pay-per-view movies.  The 
corporation's On Command Video business (OCV) increased the number of hotel 
rooms installed with its system by 140,000 rooms since March 31, 1994.  The 
corporation ended the quarter with 481,000 rooms installed with the OCV and 
Satellite Cinema systems.  Revenues for the Denver Nuggets increased slightly 
over last year's first quarter.  Revenues from the NBC television 
distribution contract dropped by $2.9 million, as expected, as the contract 
has entered an option period.

	Operating results for this segment declined $5.8 million as compared 
to the first quarter of 1994.  This is attributable to the drop in revenues 
from the NBC television distribution contract, increased depreciation from 
additional OCV rooms and $2.1 million of overhead costs for Beacon 
Communications Corp. (Beacon).  The corporation acquired Beacon in 
December 1994 as discussed in Note 6 to the 1994 financial statements.

Technology Services

	Revenues for the Technology Services segment declined $8.5 million 
as compared to the first quarter of 1994.  Revenues increased from satellite 
services for classified U.S. Government users and from earth station 
component sales.  Additionally, in January 1995, the corporation acquired a 
manufacturer of VSAT equipment which contributed approximately $0.5 million 
to revenues this quarter.  These revenue improvements were exceeded by the 
lack of recurring revenues from several large international and U.S. 
Government projects which were completed in 1994.

	Operating income for the quarter was down $2.2 million versus the 
first quarter last year.  This decline was primarily due to lower revenues 
and to new product development costs associated with the newly acquired VSAT 
business.  Revenues and operating income were lower than expected due to the 
cancellation late last year of an $18 million contract for satellite earth 
stations in Kuwait.
 
Outlook

	In the International segment, the corporation expects that the 
results for CWS will remain strong for the remainder of 1995 although 
quarterly results will be slightly less than this year's first quarter.  
CIV will continue to seek new investment opportunities in emerging 
countries and to utilize the corporation's expertise to market a variety 
of products and services.  CIV will also concentrate on the growth of its 
existing ventures and anticipates continuing improvement in revenues and 
operating results from these businesses.

Page 9
<PAGE>

	The corporation expects to continue to face competition in its 
Mobile Communications business, however, the continued commissioning of 
digital terminals should sustain the growth in digital traffic.  At the same 
time, the corporation is developing new products and services.  

	The results for the Entertainment segment in the second or third 
quarter this year are expected to include the recognition of the 
corporation's share of NBA expansion fees.  These fees are expected to 
total more than $9 million.  However, collection of a portion of these fees 
may be delayed until a collective bargaining agreement between the NBA and 
players is signed.  OCV continues to install its systems in hotel rooms at 
a rapid pace.  This will boost revenues and increase depreciation expense 
for the remainder of the year.  Beacon is expected to release a new film in 
the third quarter and possibly another film in the fourth quarter.  The 
corporation is continuing with plans for a new arena in Denver and 
anticipates breaking ground this year.  

	In the Technology Services segment, the corporation was successful 
in winning new contracts in the first quarter this year and expects to 
continue to build its contract backlog throughout the rest of the year.  
Revenues and operating results are expected to improve as these new 
contracts begin.

LIQUIDITY AND CAPITAL RESOURCES

	The primary sources of cash in the first quarter of 1995 were 
operations, borrowings and proceeds from the decrease in INTELSAT ownership.  
Cash was expended primarily for property and equipment, investments in 
businesses, acquisition of additional Inmarsat ownership, repayment of 
long-term debt and quarterly dividends.

	The corporation's working capital deficit decreased $15.6 million 
from December 31, 1994 to March 31, 1995.  This is attributable to a 
$25.9 million decrease in current liabilities offset by a $10.3 million 
decrease in current assets.  The decrease in current assets is primarily 
due to collections of receivables.  The decrease in current liabilities 
is primarily due to decreases in accounts payable and accrued liabilities 
and amounts due to related parties partially offset by increases in 
commercial paper borrowings and other current liabilities.  Accounts payable 
and accrued liabilities decreased primarily because of a reduction in 
deferred revenues related to the Denver Nuggets.  Receipts for season 
tickets and sponsorship agreements are recorded as deferred revenues and 
recognized as games are played.  Additionally, accrued liabilities at 
December 31, 1994 included an accrual for a $9.1 million payment in 
February 1995 to terminate the corporation's lease on its former headquarters 
building in Washington, D.C.  Amounts due related parties decreased $29.9 
million primarily due to a larger than normal payment to Inmarsat in the 
first quarter for the corporation's share of satellite utilization costs.  
The increase in other current liabilities is primarily due to income taxes 
accrued for the first quarter.

	In February 1995, INTELSAT issued $200.0 million of 8.125% notes.  
The corporation has recorded its share of these notes as long-term debt.  
The corporation received approximately $20.1 million of its share of the 
proceeds and used this amount to repay commercial paper.  The balance of 
the proceeds were retained by INTELSAT for the corporation's share of 
satellite construction costs.

Page 10
<PAGE>

	The corporation has access to short- and long-term financing at 
favorable rates.  The corporation's borrowing activities, as regulated by 
the Federal Communications Commission, allow long-term borrowings up to 45% 
of total capital and $200 million of short-term debt.  As of March 31, 1995, 
the corporation had $141.8 million in commercial paper borrowings under a 
$200 million commercial paper program.  

	As discussed in Note 7 to the 1994 financial statements, the 
corporation has a $100 million "medium-term note program."  The corporation 
issued $17.0 million of notes under this program during the first quarter of 
1995, and another $25.0 million in May 1995.  The proceeds of these notes 
have been used to repay commercial paper.  The corporation has $26.0 million 
remaining which may be issued under this program. 

	The corporation plans to issue up to $150 million of long-term 
securities in the second or third quarter of 1995.  The proceeds would be 
used primarily to repay commercial paper borrowings.

Page 11
<PAGE>

			     Part II
			OTHER INFORMATION


Item 1. Legal Proceedings
	-----------------
	See Note 7 on page 6 of this Form 10-Q incorporated herein 
	by reference.

Item 2. Change in Securities
	--------------------
	None.

Item 3. Defaults Upon Senior Securities
	-------------------------------
	None.

Item 4. Submission of Matters to a Vote of Security Holders
	---------------------------------------------------
	None.

Item 5. Other Information
	-----------------
	None.

Item 6. (a)  Exhibits
	     --------
	     No. 10 - Material Contracts

	     a. Agreement dated November 30, 1993, between Registrant 
		and Sprint Communications Company L.P. relating to 
		space segment.  (Incorporated by reference to Exhibit 
		10(ee) to Registrant's Report on Form 10-K for the fiscal 
		year ended December 31, 1993.)

		(i) Amendment to Agreement, dated April 1995.

	     No. 11 - Computation of Earnings Per Share

	(b)  Reports on Form 8-K
	     -------------------
	     None.

Page 12
<PAGE>

			      SIGNATURES



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



 
			 COMSAT Corporation



		      By /s/ Allen E. Flower
			 -------------------
			  Allen E. Flower
			    Controller




Date:  May 15, 1995

Page 13
<PAGE>

			    EXHIBIT INDEX


								 Sequential
Exhibit No.                   Description                        Page Number
- -----------                   -----------                        -----------

   10(a)        Agreement dated November 30, 1993, between
		Registrant and Sprint Communications Company
		L.P. relating to space segment.  (Incorporated by
		reference to Exhibit 10(ee) to Registrant's Report
		on Form 10-K for the fiscal year ended December
		31, 1993.)

		(i) Amendment to Agreement, dated April 1995         15


    11          Computation of Earnings Per Share                    20


Page 14
<PAGE>



Exhibit 10(a)(i)

		       AMENDMENT TO AGREEMENT

     This AMENDMENT TO AGREEMENT is made by and between Sprint
Communications Company L.P. ("SPRINT") and COMSAT Corporation
("COMSAT").

     WHEREAS, SPRINT and COMSAT entered into an Agreement on
November 30, 1993 for the provision of telecommunications
services (the "1993 Agreement"), and

     WHEREAS, the 1993 Agreement was submitted to the Federal
Communications Commission ("FCC") pursuant to Section 211 of the
Communications Act; and

     WHEREAS, the Parties have decided to amend the 1993
Agreement in order to facilitate COMSAT's provision of additional
telecommunications services to SPRINT;

     NOW, THEREFORE, in consideration of and in reliance upon the
mutual promises set forth below, the Parties hereby amend the
1993 Agreement as follows:

     1.   Article III of the Agreement, entitled "Definitions" is
amended by revising definition 3, "Bulk Offering," as follows:

Page 15
<PAGE>

	  3.   Bulk Offering.  The offering by COMSAT to SPRINT
	       of one 36 MHz bandwidth allotment and one 18 MHz
	       bandwidth allotment subject to the rates, terms
	       and conditions specified in this Agreement, as
	       amended.
  
     2.   Article IV of the Agreement, entitled "Bulk Offering,"
is amended by adding the following new paragraphs:

	  M.   In addition to the 36 MHz allotment described in
     paragraph A of this Article, COMSAT agrees to provide to
     SPRINT, and SPRINT agrees to lease from COMSAT for a 10-year
     term, one (1) 18 MHz bandwidth allotment



				[Redacted]

		       - Confidential Treatment -
			  Confidential Portion
		      Filed Separately with the SEC



	  N.   COMSAT's rate for the 18 MHz allotment described
     in paragraph M of this Article shall be $126,466 per month. 
     SPRINT hereby agrees that it will not cancel the 18 MHz
     allotment described in paragraph M until at least five (5)
     years after the operational start date of the lease.  After

Page 16
<PAGE>

     
     five (5) years, COMSAT's charge for early termination of
     this allotment shall be a flat fee of 270 x $6,880, plus 45%
     of the balance due at the time of early termination.

	  O.   The 18 MHz allotment described in paragraph M of
     this Article shall be non-preemptible.  In case of space
     segment failure, this allotment shall be restored in
     accordance with the procedures set forth in INTELSAT SSOG
     103, Section 6, as may be amended from time to time.  This
     allotment may be used for any type of traffic, including
     both public-switched and private line traffic and both
     analog and digital traffic, provided, however, that (1)
     INTELSAT's technical lease definitions, as set forth in the
     IESS documents that COMSAT routinely provides to SPRINT,
     shall apply to the use of this allotment, and (2) COMSAT and
     INTELSAT must approve transmission plans for each circuit in
     the allotment in advance of circuit activation; but such
     approval shall not be unreasonably withheld or delayed.  To
     the extent that SPRINT elects to use this allotment for
     digital public-switched traffic, it may place up to 120 of
     its existing 7-year or 10-year Additional Circuits in the
     allotment during the period ending six (6) months from
     August 1, 1995, consistent with the terms and conditions set
     forth in paragraph C of this Article.      

	  P.   The Parties recognize that, during the lease term
     of the 18 MHz allotment described in paragraph M, the

Page 17
<PAGE>

     particular satellites listed in paragraph M may be replaced
     by other INTELSAT satellites.  In that case, a transponder
     of different connectivity may be substituted for the
     replaced transponder under the same terms and conditions
     upon mutual agreement of the Parties.

	  Q.   The Parties agree that the rates, early
     termination charges, and other terms and conditions
     specified in paragraphs M, N, O, and P of this Article shall
     supersede any conflicting provisions in COMSAT World Systems
     Tariff F.C.C. No. 1.  All other terms and conditions for the
     circuits contained in the 18 MHz allotment described in
     paragraph M of this Article shall be the same as those
     specified in COMSAT World Systems Tariff F.C.C. No. 1 as of
     the effective date of this Agreement, and those tariff
     provisions are hereby incorporated into this Agreement.

     3.   All other provisions of the 1993 Agreement shall be
interpreted in a manner consistent with this Amendment, but
otherwise shall remain unchanged and shall continue to have full
force and effect.

     4.   This Amendment to Agreement shall become effective upon
execution by authorized representatives of both Parties, and
shall be submitted to the FCC pursuant to Section 211 of the
Communications Act.

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<PAGE>

     IN WITNESS WHEREOF, each of the Parties hereto has executed
this Amendment to Agreement.

SPRINT COMMUNICATIONS              COMSAT CORPORATION
  COMPANY L.P.


By: /s/ Leslie R. Karr             By: /s/ John H. Mattingly     
    ------------------                 ---------------------
Title: Director, SI-NDE, EMEA      Title: VP and General Manager 

Date:      7 April 1995            Date:      14 April 1995       
 
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<PAGE>



Exhibit 11

		COMSAT CORPORATION AND SUBSIDIARIES
		 Computation of Earnings Per Share
	     (In thousands, except per share amounts)


					     Quarter Ended March 31,
					       1995          1994
					     ----------------------
PRIMARY
- -------
Earnings                                   $   14,573     $   20,181
					   ==========     ==========
Shares:
  Weighted average number of common
    shares outstanding                         46,989         46,408
  Add shares issuable from assumed
    exercise of options                           668            809
					   ----------     ----------
  Weighted average shares                      47,657         47,217
					   ==========     ==========

Primary earnings per share                 $     0.31     $     0.43
					   ==========     ==========
ASSUMING FULL DILUTION
- ----------------------
Earnings                                   $   14,573     $   20,181
					   ==========     ==========
Shares:
  Weighted average number of common
    shares outstanding                         46,989         46,408
  Add shares issuable from assumed
    exercise of options                           668            821
					   ----------     ----------
  Weighted average shares                      47,657         47,229
					   ==========     ==========
Fully diluted earnings per share           $     0.31     $     0.43
					   ==========     ==========

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<PAGE>



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