PANAMSAT CORP
15-12G, 1997-05-28
COMMUNICATIONS SERVICES, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                     FORM 15

      CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 
   12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
   REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                             Commission File Number: 0-26712
                                                                     -------


                      PANAMSAT INTERNATIONAL SYSTEMS, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         One Pickwick Plaza, Greenwich, Connecticut 06830 (203) 622-6664
- --------------------------------------------------------------------------------
  (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                     Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
            (Title of each class of securities covered by this Form)

        12 3/4% Mandatory Exchangeable Senior Redeemable Preferred Stock
- --------------------------------------------------------------------------------
   (Titles of all other classes of securities for which a duty to file reports
                      under section 13(a) or 15(d) remains)

     Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)      |X|                       Rule 12h-3(b)(1)(i)      |_|
Rule 12g-4(a)(1)(ii)     |_|                       Rule 12h-3(b)(1)(ii)     |_|
Rule 12g-4(a)(2)(i)      |_|                       Rule 12h-3(b)(2)(i)      |_|
Rule 12g-4(a)(2)(ii)     |_|                       Rule 12h-3(b)(2)(ii)     |_|
                                                   Rule 15d-6               |_|

     Approximate number of holders of record as of the certification or notice 
date:      1
     --------------
                                                                              

     Pursuant to the requirements of the Securities Exchange Act of 1934
PanAmSat International Systems, Inc. has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.

Date:    May 28, 1997       By:  /s/ James W. Cuminale
     -------------------         -----------------------------------------------
                                 Name:   James W. Cuminale
                                 Title:  Senior Vice President & General Counsel
 
Instruction:  This  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.




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