UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 26, 2006

PANAMSAT HOLDING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

20 Westport Road, Wilton, Connecticut 06897
(Address of Principal Executive Offices) (Zip Code)

(203) 210-8000
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01.    Other Events.

On May 26, 2006, PanAmSat Holding Corporation (the “Company”) issued a press release announcing that the United States Department of Justice has closed its antitrust investigation of the Company’s proposed merger transaction with Intelsat, Ltd. A copy of the press release relating to such announcement, dated May 26, 2006, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01.    Financial Statements and Exhibits.

(d)   Exhibits.

99.1   Press Release dated May 26, 2006.

2

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.

3

EXHIBIT INDEX

4