PANAMSAT CORP
4, 1997-05-06
COMMUNICATIONS SERVICES, NEC
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                                     FORM 4

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                  STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

                       Filed pursuant to Section 16(a) of
                         the Securities Exchange Act of
                           1934, Section 17(a) of the
                   Public Utility Holding Company Act of 1935
             or Section 30(f) of the Investment Company Act of 1940


             /_/ Check this box if no longer subject to Section 16.
                   Form 4 or Form 5 obligations may continue.
                              See Instruction 1(b).

                                
1.   Name and Address of Reporting Person*:   Anselmo         Mary
                                              ---------------------------------
                                              (LAST)       (FIRST)      (MIDDLE)

                                    c/o PanAmSat Corporation One Pickwick Plaza
                                    -------------------------------------------
                                                        (STREET)

                                    Greenwich         Connecticut      06830
                                    -------------------------------------------
                                     (CITY)            (STATE)         (ZIP)


2.   Issuer Name and Ticker or Trading Symbol:      
          PanAmSat Corporation-SPOT

3.   IRS or Social Security Number of Reporting Person  (Voluntary):

4.   Statement for Month/Year:
         4/1997

5.   If Amendment, Date of Original:
      (Month/Year)

6.   Relationship of Reporting Person(s) to Issuer:     (Check all applicable)

____  Director

____  Officer (give title below)

__X__  10% Owner

_____  Other (specify below)


7.   Individual or Joint/Group Filing (Check Applicable Line)

_X_  Form filed by One Reporting Person

____  Form filed by More than One Reporting Person


                  Table I - Non-Derivative Securities Acquired,
                       Disposed of, or Beneficially Owned


1.   Title of Security:
      (Instr. 3)
         Common Stock, par value $0.01 per share ("Common Stock")

2.   Transaction Date:
      (Month/Day/Year)
         4/7/97

3.   Transaction Code:
      (Instr. 8)
      Code                 V
      C(1)

4.   Securities Acquired (A) or Disposed of (D):
      (Instr. 3, 4 and 5)

      Amount       (A) or (D)           Price
     14,659,307        A(1)              (1)


5.   Amount of Securities Beneficially Owned at End of Month:
      (Instr. 3 and 4)
         14,659,307

6.   Ownership Form:   Direct (D) or Indirect (I):
      (Instr. 4)
         D

7.   Nature of Indirect Beneficial Ownership:
      (Instr. 4)





Reminder:Report on a  separate  line for each class of  securities  beneficially
         owned directly or indirectly.

*  If the form is filed by more than one reporting person, 
   see Instruction 4(b)(v).




Table    II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
         (e.g., puts, calls, warrants, options, convertible securities)


1.   Title of Derivative Security:
      (Instr. 3)
         Class A Common Stock, par value $0.01 per share

2.   Conversion or Exercise Price of Derivative Security:
         (2)

3.   Transaction Date:
      (Month/Day/Year)
         4/7/1997

4.   Transaction Code:
      (Instr. 8)
      Code                 V
      C(3)

5.   Number of Derivative Securities Acquired (A) or Disposed of (D):
      (Instr. 3, 4 and 5)

       (A)                 (D)
                       14,659,307


6.    Date Exercisable and Expiration Date:
       (Month/Day/Year)

       Date Exercisable             Expiration Date
       immediately                  None


7.   Title and Amount of Underlying Securities:
       (Instr. 3 and 4)

      Title                Amount or Number of Shares
      Common Stock         14,659,307


8.   Price of Derivative Security:
      (Instr. 5)

9.   Number of Derivative Securities Beneficially Owned at End of Month:
      (Instr. 4)
         16,186,684

10.  Ownership Form of Derivative Security:   Direct (D) or Indirect (I):
       (Instr. 4)
         D

11.  Nature of Indirect Beneficial Ownership:
       (Instr. 4)


Explanation of Responses:

(1)      Pursuant to a Voting Trust  Agreement  among the several holders of all
         of the issued  and  outstanding  shares of Class A Common  Stock of the
         Company, the Voting Trust is the direct beneficial owner of all of the
         issued  and  outstanding  shares of Class A Common  Stock.  On April 7,
         1997,  14,659,307 shares of Class A Common Stock  beneficially owned by
         Ms. Anselmo that were held by such Trust were voluntarily  converted at
         no cost into 14,659,307 shares of Common Stock of the Company.

(2)      Each share of Class A Common Stock is  convertible  at no cost into one
         share of the Company's Common Stock, par value $0.01 per share.

(3)      The  16,186,684  shares of Class A Common  Stock for which Ms.  Anselmo
         claims beneficial  ownership are held for the benefit of Ms. Anselmo by
         the Voting Trust, of which Ms. Anselmo is a joint Voting  Trustee.  The
         Voting Trust holds all of the 21,231,415 issued and outstanding  shares
         of Class A Common  Stock of the  Company,  for  which,  other  than the
         16,186,684  shares for which Ms.  Anselmo claims  beneficial  ownership
         (including  15,194,535  shares  owned by the Article VII Trust  created
         under the Rene  Anselmo  Revocable  Trust Dated June 10, 1994) and held
         for the direct benefit of Ms. Anselmo, Ms. Anselmo disclaims beneficial
         ownership.  On April 7, 1997, 14,659,307 shares of Class A Common Stock
         beneficially  owned by Ms.  Anselmo  were  voluntarily  converted  into
         14,659,307 shares of Common Stock of the Company.



                                            *Mary Anselmo
** Intentional misstatements or 
   omissions of facts constitute            /s/ James W. Cuminale         
   Federal Criminal Violations.             ------------------------
   See 18 U.S.C. 1001 and                   ** Signature of Reporting Person
   15 U.S.C. 78ff(a).                        * By: James W. Cuminale
                                                    Authorized Signatory

                                            Date: May 2, 1997

Note:    File three copies of the Form, one of which must be manually signed. If
         space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB Number.


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