COMSAT CORP
8-K, 1997-05-05
COMMUNICATIONS SERVICES, NEC
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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                                 FORM 8-K



                              CURRENT REPORT


                    Pursuant to Section 13 or 15(d) of
                    the Securities Exchange Act of 1934


     Date of Report (Date of earliest event reported): April 30, 1997

                             COMSAT Corporation
            --------------------------------------------------
            (Exact name of Registrant as specified in Charter)


           District of Columbia              1-4929         52-0781863
          ------------------------        ------------    --------------
          (State or other juris-          (Commission     (IRS Employer
          diction of incorporation)        File Number)   Identification
                                                          Number)


          6560 Rock Spring Drive,    Bethesda, MD              20817
          ----------------------------------------            --------
          (Address of principal executive offices)            Zip Code


Registrant's telephone number, including area code     (301) 214-3000


                               Not Applicable.
                 ---------------------------------------
      (Former name or former address, if changed since last report).



<PAGE>

Item 5.  Other Events
- ---------------------

     Attached to this report as Exhibit 99.1, and incorporated by reference
in this item, is a Press Release of the  Corporation,  distributed on April
30, 1997,  announcing the resignation of C.J. Silas as Chairman for medical
reasons  and the  election of Edwin I.  Colodny as the new  Chairman of the
Corporation's Board of Directors.

Item 7.  Financial Statements and Exhibits
- ------------------------------------------

     (c)  Exhibits (listed according to the number assigned in Item 601 of
Regulation S-K).

Exhibit No.                         Description
- -----------                         -----------

   99.1                    Press Release dated April 30, 1997.


<PAGE>

                                SIGNATURES
                                ----------



     Pursuant to the  requirements of the Securities  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/ Alan Korobov
                              ----------------
                                  Controller


Date:  May 5, 1997


<PAGE>


                               EXHIBIT INDEX
                               -------------



Exhibit No.                         Description
- -----------                         -----------

    99.1                    Press Release dated April 30, 1997.

<PAGE>



FROM:     COMSAT Corporation
          6560 Rock Spring Drive
          Bethesda, MD 20817
PHONE:    301 214 3442
FAX:      301 214 7130
DATE:     April 30, 1997


For Immediate Release
- ---------------------

                COMSAT CHAIRMAN RESIGNS FOR MEDICAL REASONS
         -- Edwin I. Colodny Elected New Chairman of the Board --

     Bethesda, Md. -- COMSAT Corporation today announced that C. J. Silas has
resigned as chairman and as a member of the company's board of directors for
health reasons following recent open-heart surgery.  The board of directors
has elected Edwin I. Colodny to serve as chairman.
     "We are  very  saddened  by Pete  Silas'  resignation  and  offer  our
heartfelt  best  wishes  for a full and  speedy  recovery,"  said  Betty C.
Alewine,  COMSAT  president and chief executive  officer.  "Pete has helped
guide this company  through the transition to a new management team and the
development of a new strategic plan. He is a distinguished  business leader
whose  insights will be greatly  missed.  We are fortunate that Ed Colodny,
who  has  an  equally  valuable  wealth  of  experience,  will  assume  the
leadership role of chairman."
     "With the talented management team led by Betty Alewine, our strategic
plan will stay on course  and on  schedule,"  said Ed  Colodny.  "COMSAT is
refocused on its core  strengths in  international  telecommunications  and
technology, and I share the Board's optimism about this company's future."
     Edwin I.  Colodny  has been a director of COMSAT  since  1992.  He has
served as both chairman and chief  executive  officer of US Airways  Group,
Inc. and of its subsidiary, US Airways, Inc., a commercial airline company,
and is a director  of both  corporations.  He also is a director  of Ascent
Entertainment  Group,  Inc. and Esterline  Technologies  Corporation  and a
member of the board of trustees of the University of Rochester. A biography
of Mr. Colodny is attached to this press release.
     COMSAT Corporation (NYSE: CQ) is a global provider of communications
services and products.

                                   # # #

CONTACT:  Janet Dewar    Vice President, Corporate Affairs  (301) 214 3442
          Gary Sharpe    Director, Investor Relations       (301) 214 3244
<PAGE>

Page Two

                             EDWIN I. COLODNY

     Edwin I.  Colodny is chairman of the board of COMSAT  Corporation.  He
has served as a director of COMSAT since 1992.

     Mr.  Colodny  retired on July 1, 1992 as chairman of US Airways Group,
Inc.  and US Airways,  Inc.  Until June 1991,  he was  president  and chief
executive  officer of US Airways  Group and US  Airways,  having  served as
president of US Airways since 1975.

     Mr. Colodny is a director of US Airways Group, Inc. and US Airways,
Inc.,
Ascent Entertainment Group, Inc. and Esterline Technologies.  He is a member
of the board of trustees of the University of Rochester, a commissioner of the
National Museum of American Art of the Smithsonian Institution and a trustee
of the Shelburne Museum of Shelburne, Vermont.

     He joined US Airways in 1957 as assistant to the  president.  In 1969,
Mr.  Colodny  was  elected  executive  vice  president,  legal  affairs and
marketing services, with responsibility for all customer service, in-flight
services and station  operations.  He held this position until 1973 when he
was named executive vice president, marketing and legal affairs, a position
that  included the direction of the company's  marketing,  advertising  and
sales promotion programs.

     Prior to joining US  Airways,  Mr.  Colodny  was  affiliated  with the
Office of the Judge Advocate General as a first lieutenant in the U.S. Army
and was a trial  attorney  with the Civil  Aeronautics  Board Bureau of Air
Operations.

     Mr. Colodny joined the Washington, D.C. office of Paul, Hastings,
Janofsky & Walker as of counsel in 1991.

     Mr. Colodny has received numerous awards recognizing his contributions
to the aviation industry,  including, in 1990, the Wright Brothers Memorial
Award and the Tony Janus Award. In 1985, he received an honorary  doctorate
of  commercial  science  degree from Robert  Morris  College.  In 1986,  he
received an honorary doctor of law degree from Middlebury  College,  and in
1988, an honorary doctor of humanities from Kings College.  In 1996, he was
named a laureate in the Washington Business Hall of Fame.

     A native of Burlington,  Vermont,  Mr. Colodny received an A.B. degree
with  distinction  in 1948 from the  University of Rochester.  He earned an
L.L.B. from Harvard Law School in 1951.

                                   # # #



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