COMSAT CORP
8-K, 1997-02-11
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): FEBRUARY 11,
     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
February 11, 1997, on the status of INTELSAT restructuring.

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 February 11, 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
                                        ---------------
                                        Alan Korobov
                                         Controller


Date: February 11, 1997



<PAGE>



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



EXHIBIT NO.                                 DESCRIPTION
- -----------                                 -----------


    99.1                            Press Release dated February 11, 1997




<PAGE>



                             EXHIBIT NO. 99.1


COMSAT CORPORATION NEWS RELEASE

FROM:     COMSAT Corporation
          6560 Rock Spring Drive
          Bethesda, MD  20817
PHONE:    301 214 3442
FAX:      301 214 7130
DATE:     February 11, 1997


FOR IMMEDIATE RELEASE
- ---------------------


                       COMSAT STATEMENT ON STATUS OF
                           INTELSAT RESTRUCTURING


     BETHESDA,  Md.  --  COMSAT  Corporation  commented  today on the final
report of the INTELSAT 2000 Working Party to be presented at the April 1997
Assembly of Parties,  a meeting of the 140  governments  who are members of
the International Telecommunications Satellite Organization (INTELSAT).

     While the  report  reflects  positive  momentum  to  proceed  with the
restructuring  of INTELSAT,  it does not contain final  recommendations  on
some important issues, including the number of satellites to be transferred
to the  affiliate  and the level of external  ownership in the new company.
When the Assembly meets in April,  it is expected to determine  future work
to be undertaken  and a timetable for  restructuring.  Additional  progress
needs to be made on the issues before a final consensus proposal can emerge
for review and adoption at a future INTELSAT Assembly of Parties.

     As a result of these  developments,  it appears  that key  substantive
decisions may not occur until 1998. In the interim,  however,  COMSAT plans
to continue to actively work with and support the U.S.  Government in joint
efforts to restructure INTELSAT.

                                  --more--

COMSAT and (graphic trademark) are the registered trademark of COMSAT
Corporation.

<PAGE>


COMSAT Statement -- Page 2


     COMSAT  Corporation  (NYSE:CQ) is a global  provider of  international
communications  services and  products.  COMSAT  World  Systems is the U.S.
Signatory to INTELSAT and a 19-percent owner in the system.

                                    ###

CONTACT:  Janet Dewar     Vice President, Corporate Affairs (301)214-3442
          Allen Flower    Chief Financial Officer           (301)214-3660




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