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

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1. Name and Address of Reporting Person * KKR Millennium GP LLC   2. Issuer Name and Ticker or Trading Symbol PanAmSat Holding CORP [PA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO., 9 WEST 57TH STREET, SUITE 4200 3. Date of Earliest Transaction (Month/Day/Year) 07/03/2006 (Street) NEW YORK, NY 10019 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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)   31,932,251 D $ 25.0093 0 I See note (2)

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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KKR Millennium GP LLC C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
Constellation, LLC C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR Millennium Fund L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR Associates Millennium L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR Partners III, L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR III GP LLC C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KRAVIS HENRY R C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
ROBERTS GEORGE R C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
GREENE JAMES H JR C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
RAETHER PAUL E C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X

Signatures

/s/ William J. Janetschek, by power of attorney for each Reporting Person (see Exhibit 99.1)		07/05/2006
**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. 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)	The shares of Common Stock reported on this statement were held of record by Constellation, LLC, one of the Reporting Persons. Information about this holding and the Reporting Persons are set forth in the joint filer information attached as Exhibit 99.1.

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