Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
FROWNFELTER JAMES B
   2. Issuer Name and Ticker or Trading Symbol
PanAmSat Holding CORP [PA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and COO
(Last)
(First)
(Middle)
C/O PANAMSAT HOLDING CORPORATION, 20 WESTPORT ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
07/03/2006
(Street)

WILTON, CT 06820		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/03/2006   J(1)   99,691 D $ 25.0093 0 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $ 3.43 07/03/2006   J(1)     86,306   (2) 08/19/2014 Common Stock, par value $0.01 per share 86,306 $ 25 0 D  
Stock Options $ 4.04 07/03/2006   J(1)     43,153   (2) 08/19/2014 Common Stock, par value $0.01 per share 43,153 $ 25 0 D  
Stock Options $ 4.21 07/03/2006   J(1)     302,050   (2) 08/19/2014 Common Stock, par value $0.01 per share 302,050 $ 25 0 D  
Stock Options $ 4.21 07/03/2006   J(1)     201,366   (2) 08/19/2014 Common Stock, par value $0.01 per share 201,366 (3) 0 D  
Stock Options $ 4.21 07/03/2006   J(1)     213,350   (2) 10/07/2014 Common Stock, par value $0.01 per share 213,350 $ 25 0 D  
Stock Options $ 4.21 07/03/2006   J(1)     142,234   (2) 10/07/2014 Common Stock, par value $0.01 per share 142,234 $ 25 0 D  
Deferred Stock Units (4) 07/03/2006   J(1)     176,824   (4)   (4) Common Stock, par value $0.01 per share 176,824 $ 25.0093 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FROWNFELTER JAMES B
C/O PANAMSAT HOLDING CORPORATION
20 WESTPORT ROAD
WILTON, CT 06820		       President and COO  

Signatures

 James W. Cuminale, Attorney-in-Fact   07/06/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Pursuant to the merger (the "Merger") of a wholly-owned subsidiary of Intelsat (Bermuda), Ltd. ("Intelsat") with and into PanAmSat Holding Corporation ("PanAmSat"), each outstanding share of common stock of PanAmSat (the "Common Stock") was converted into the right to receive $25.00, plus approximately $0.00927 as the pro rata quarterly dividend, per share in cash without interest and each outstanding option to purchase shares of Common Stock was converted into the right to receive $25.00, less the exercise price, in cash without interest. As a result of the Merger, PanAmSat became a wholly-owned subsidiary of Intelsat, and the Common Stock was delisted from the New York Stock Exchange.
(2) Prior to the Merger, Mr. Frownfelter directly held a total of 988,459 options to purchase shares of Common Stock, of which . Of those, 43,153 were exercisable at an exercise price of $4.04 per share and would have expired on August 19, 2014 and 86,306 were exercisable at an exercise price of $3.43 per share and expiring on August 19, 2014. All of the remaining 859,000 options had an exercise price of $4.21 per share. Of those, 503,416 would have expired on August 19, 2014 and 355,584 would have expired on October 7, 2014.
(3) Pursuant to the Merger, of these 201,366 options to purchase shares of Common Stock, Mr. Frownfelter received $25 per option, less the exercise price, for each of 129,216 such options and equity of Intelsat, Ltd. for 72,150 such options.
(4) The Deferred Stock Units listed herein were issued to Mr. Frownfelter under the terms of his deferred compensation arrangement. In connection with the Merger, the Board of Directors of the Issuer settled in cash all of the Deferred Stock Units held by Mr. Frownfelter in an amount equal to $25.00, plus approximately $0.00927 as the pro rata quarterly dividend, per Deferred Stock Unit in cash.

Note: File three copies of this 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.