COMSAT CORP
DEFA14A, 1999-08-06
COMMUNICATIONS SERVICES, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 14A

           Proxy Statement Pursuant to Section 14(a) of the Securities
                      Exchange Act of 1934 (Amendment No.2)

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_]  Preliminary Proxy Statement

[_]  CONFIDENTIAL, FOR USE OF THE
                        COMMISSION ONLY (AS PERMITTED BY
                                RULE 14A-6(E)(2))

[_]  Definitive Proxy Statement

[X]  Definitive Additional Materials

[_]  Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

                               COMSAT CORPORATION
- --------------------------------------------------------------------------------
                 (Name of Registrant as Specified In Its Charter)


- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.


      (1) Title of each class of securities to which transaction applies:

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


      (2) Aggregate number of securities to which transaction applies:

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


      (3) Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange Act Rule 0-11 (set forth the amount on which


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          the filing fee is calculated and state how it was determined):

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


      (4) Proposed maximum aggregate value of transaction:

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


      (5) Total fee paid:

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

[_]  Fee paid previously with preliminary materials.

[_]   Check box if any part of the fee is offset as  provided  by  Exchange  Act
      Rule  0-11(a)(2)  and identify the filing for which the offsetting fee was
      paid  previously.  Identify the previous filing by registration  statement
      number, or the Form or Schedule and the date of its filing.

      (1) Amount Previously Paid:

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


      (2) Form, Schedule or Registration Statement No.:

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


      (3) Filing Party:

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


      (4) Date Filed:

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

Notes:






Reg. (S) 240.14a-101.

SEC 1913 (3-99)

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                            [COMSAT CORPORATION LOGO]


                                   RESCHEDULED
                       1999 ANNUAL MEETING OF SHAREHOLDERS
                            9:30 A.M. AUGUST 20, 1999
                               BETHESDA, MARYLAND


According  to our  records  your  proxy  has not yet been  received  for  COMSAT
Corporation's Annual Meeting of Shareholders.


         YOUR VOTE IS ESSENTIAL FOR THE APPROVAL OF COMSAT'S MERGER WITH
                                LOCKHEED MARTIN!


Please remember the following:

     All votes previously cast in the June proxy  solicitation do not count! For
     your vote to be  counted,  you must  complete,  sign,  date and  return the
     enclosed proxy card today!

     If you have  already  tendered or plan to tender your shares as part of the
     Lockheed Martin tender offer, it is especially  important that you vote FOR
     the merger proposal.

     If you fail to vote,  you will  effectively  be voting  against  the merger
     proposal.

If you have already returned your new proxy card for the August meeting,  please
disregard this notice and accept our thanks.



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