6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934

For the Month of May 2010

Commission File No.:  333-159793

TELESAT CANADA

(Name of Registrant)

1601 Telesat Court, Ottawa, Ontario, Canada K1B 5P4

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F  x Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):    Yes  ¨ No  x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):     Yes  ¨ No  x

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  Yes  ¨ No  x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  N/A.

EXHIBITS

The following information is furnished to the Securities and Exchange Commission as part of this report on Form 6-K:

Exhibit No.	Document
99.1	News release dated May 6, 2010 – “Telesat Posts Strong Growth and Improved Margins in First Quarter of 2010”.

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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, thereunto duly authorized.

	TELESAT CANADA
Date: May 6, 2010	By:	/s/ CHRISTOPHER S. DIFRANCESCO
	Name:	Christopher S. DiFrancesco
	Title:	Vice President, General Counsel and Secretary

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EX-99.1

Exhibit 99.1

Telesat Posts Strong Growth and Improved Margins in First Quarter of 2010

OTTAWA, CANADA, May 6, 2010 - Telesat Holdings Inc. (Telesat) today announced its unaudited financial results for the three month period ended March 31, 2010.  Unless otherwise stated herein, all amounts are in Canadian dollars.

For the three month period ended March 31, 2010, Telesat reported consolidated revenues of $199 million, a decrease of approximately 2% ($5 million) compared to the same period in 2009.   However, when adjusted for foreign exchange rate changes, revenue increased by 5% compared to the same quarter in 2009.  For the three months ended March 31, 2010, operating and cost of equipment sales expenses of $52 million were $11 million (17%) less than 2009, or 9% when adjusting for foreign exchange rate movements.  Adjusted EBITDA1 for the first three months of 2010 was $149 million, an increase of 3% ($5 million) and an increase of 12% adjusting for foreign exchange rate differences.  The Adjusted EBITDA margin1 for the first quarter was 75%, compared to 70% for the same period in 2009.  Net income was $80 million, compared to a loss of $39 million in 2009.  The combined impact on net income of a non-cash foreign exchange gain related to Telesat’s U.S. dollar denominated debt and the non-cash losses on the change in the fair value of financial instruments was $73 million, compared to a loss of $43 million in the comparable quarter of 2009.

“I’m very pleased with Telesat’s first quarter results,” commented Dan Goldberg, Telesat’s President and CEO.  “Incremental revenue contributions from Nimiq 5 and Telstar 11N and continued discipline on the cost side of our business resulted in strong growth in Adjusted EBITDA and a meaningful improvement in Telesat’s Adjusted EBITDA margin. We also concluded an important agreement in the quarter with Shaw Direct for a new payload on a new satellite, underscoring the strength on our North American direct-to-home video business and augmenting our already industry leading contractual backlog.”

Business Highlights

· At March 31, 2010:

o Telesat had contracted backlog for future services of approximately $5.8 billion.

o Fleet utilization was 87% for Telesat’s North American fleet and 77% for Telesat’s international fleet.

· On March 31, 2010, Telesat announced it had completed an agreement for a new satellite with one of its key customers, Shaw Direct.  Shaw Direct agreed to utilize a payload on a new Telesat satellite called Anik G1.  Anik G1 is planned to commence construction in the second quarter of 2010 and enter commercial service in the second half of 2012.  In addition to the Shaw Direct capacity, Anik G1 will carry additional payloads to serve other markets.

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· Telesat currently has two new satellites under construction, Telstar 14R and Nimiq 6.  Telesat anticipates Telstar 14R will enter commercial service in the second half of 2011 and anticipates Nimiq 6 will enter commercial service in mid-2012.  During the quarter, Telesat selected International Launch Services’ Proton launch vehicle for the launch of Nimiq 6, and entered into launch insurance contracts for both satellites.

· On February 4, 2010, Telesat announced that it was supporting Haitian relief with vital communications links.  Telesat’s support included satellite capacity on its Telstar 11N, Telstar 14 and Anik F3 satellites.

All Adjusted EBITDA and Adjusted EBITDA margins included in this release are non-GAAP financial measures, as described in the End Notes section of this release.  For information reconciling non-GAAP financial measures to the most comparable GAAP financial measures, please see the consolidated financial information below.

Telesat will post its quarterly report on Form 6-K for the three months ended March 31, 2010 on its website at www.telesat.com under the tab “Media Room” in the “Investor Relations” section.  This information will also be filed with the U.S. Securities and Exchange Commission and may be accessed at the SEC’s website at www.sec.gov.

Telesat has scheduled a conference call to discuss its financial results for the three month period ended March 31, 2010 and other recent developments for Thursday, May 6, 2010 at 10:30 a.m. EDT.  The call will be hosted by Daniel S. Goldberg, President and Chief Executive Officer, and Michel Cayouette, Chief Financial Officer, of Telesat.

Dial-in Instructions:

The toll-free dial-in number for the teleconference is +1 (866) 226-1798.  Callers outside of North America should dial +1 (416) 340-2219.  The access code is 4056042.  Please allow at least 15 minutes prior to the scheduled start time to connect to the teleconference.

Dial-in Audio Replay:

A replay of the teleconference will be available beginning at 1:00 p.m. EDT May 6, 2010, until 11:59 p.m. EDT on May 20, 2010.  To access the replay, please call +1 (800) 408-3053.  Callers outside of North America should dial +1 (416) 695-5800.  The access code is 6542830 followed by the number sign (#).

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Forward-Looking Statements Safe Harbor

This news release contains statements that are not based on historical fact and are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  When used in this news release, the words “scheduled for”, “planned”, “will”, “believe”, or “expected” or other variations of these words or other similar expressions are intended to identify forward-looking statements and information.  Actual results may differ materially from the expectations expressed or implied in the forward-looking statements as a result of known and unknown risks and uncertainties.  Detailed information about some of the known risks and uncertainties is included in the “Risk Factors” section of Telesat Canada’s Annual Report on Form 20-F for the fiscal year ended December 31, 2009, filed with the United States Securities and Exchange Commission (SEC). This filing can be obtained on the SEC’s website at http://www.sec.gov.  Known risks and uncertainties include but are not limited to: risks associated with operating satellites and providing satellite services, including satellite construction or launch delays, launch failures, in-orbit failures or impaired satellite performance, volatility in exchange rates and risks associated with domestic and foreign government regulation.  The foregoing list of important factors is not exhaustive.  The information contained in this news release reflects Telesat’s beliefs, assumptions, intentions, plans and expectations as of the date of this news release.  Telesat disclaims any obligation or undertaking to update or revise the information herein.

About Telesat (www.telesat.com)

Headquartered in Ottawa, Canada, with offices and facilities around the world, Telesat is the fourth largest fixed satellite services operator.  The company provides reliable and secure satellite-delivered communications solutions to broadcast, telecom, corporate and government customers.  Telesat has a global state-of-the-art fleet of 12 satellites, with two more under construction, and manages the operations of 13 additional satellites for third parties.  Telesat is privately held.  Its principal shareholders are Canada’s Public Sector Pension Investment Board and Loral Space & Communications Inc. (NASDAQ: LORL).

For further information:

Michael Bolitho, Telesat, +1 (613) 748-8700 ext. 2336 (ir@telesat.com)

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Telesat Holdings Inc.

Consolidated Statements of Earnings (Loss)

FOR THE PERIOD ENDED MARCH 31	Three months
(in thousands of Canadian dollars) (unaudited)	2010			2009
Operating revenues
Service revenues		195,825			198,806
Equipment sales revenues		3,412			5,244
Total operating revenues		199,237			204,050
Amortization		62,370			61,273
Operations and administration		49,288			58,239
Cost of equipment sales		2,769			4,382
Total operating expenses		114,427			123,894
Earnings (loss) from operations		84,810			80,156
Interest expense		(65,841	)		(71,070	)
(Loss) gain on changes in fair value of financial instruments		(40,363	)		57,927
Gain (loss) on foreign exchange		113,389			(100,866	)
Other income (expense)		(347	)		(978	)
Earnings (loss) before income taxes		91,648			(34,831	)
Income tax expense		(11,522	)		(4,255	)
Net earnings (loss)		80,126			(39,086	)
Net earnings (loss) applicable to common shares		80,126			(39,086	)

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Telesat Holdings Inc.
Consolidated Balance Sheets

	March 31,			December 31,
(in thousands of Canadian dollars) (unaudited)	2010			2009
Assets
Current assets
Cash and cash equivalents		229,682			154,189
Accounts receivable		50,064			70,203
Current future tax asset		2,086			2,184
Other current assets		35,801			29,018
Total current assets		317,633			255,594
Satellites, property and other equipment, net		1,926,094			1,926,190
Other long-term assets		39,475			41,010
Intangible assets, net		498,241			510,675
Goodwill		2,446,603			2,446,603
Total assets		5,228,046			5,180,072
Liabilities
Current liabilities
Accounts payable and accrued liabilities		55,685			43,413
Other current liabilities		152,865			127,704
Debt due within one year		25,211			23,602
Total current liabilities		233,761			194,719
Debt financing		2,902,172			3,013,738
Future tax liability		279,527			269,193
Other long-term liabilities		700,736			671,523
Senior preferred shares		141,435			141,435
Total liabilities		4,257,631			4,290,608
Shareholders' equity
Common shares (74,252,460 common shares issued and outstanding)		756,414			756,414
Preferred shares		541,764			541,764
		1,298,178			1,298,178
Accumulated deficit		(332,263	)		(412,389	)
Accumulated other comprehensive loss		(8,006	)		(7,422	)
		(340,269	)		(419,811	)
Contributed surplus		12,506			11,097
Total shareholders' equity		970,415			889,464
Total liabilities and shareholders' equity		5,228,046			5,180,072

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Telesat Holdings Inc.

Consolidated Statements of Cash Flow

FOR THE PERIOD ENDED MARCH 31	Three months
(in thousands of Canadian dollars) (unaudited)	2010			2009
Cash flows from (used in) operating activities
Net earnings (loss)		80,126			(39,086	)
Adjustments to reconcile net earnings (loss) to cash flows from operating activities:
Amortization		62,370			61,273
Future income taxes		10,382			1,847
Unrealized foreign exchange (gain) loss		(118,227	)		100,729
Unrealized loss (gain) on derivatives		41,770			(53,855	)
Dividends on senior preferred shares		3,489			3,710
Stock-based compensation expense		1,409			1,576
Loss on disposal of assets		28			155
Other		(6,019	)		(10,064	)
Customer prepayments on future satellite services		13,056			3,309
Changes in operating assets and liabilities		25,416			31,368
		113,800			100,962
Cash flows from (used in) used in investing activities
Satellite programs		(32,307	)		(90,302	)
Property additions		(1,574	)		(1,614	)
Proceeds on disposals of assets		5,974			3
		(27,907	)		(91,913	)
Cash flows from (used in) financing activities
Repayment of bank loans and debt financing		(7,335	)		(8,755	)
Capital lease payments		(809	)		(2,436	)
Satellite performance incentive payments		(1,982	)		(1,222	)
		(10,126	)		(12,413	)
Effect of changes in exchange rates on cash and cash equivalents		(274	)		599
Increase (decrease) in cash and cash equivalents		75,493			(2,765	)
Cash and cash equivalents, beginning of period		154,189			98,539
Cash and cash equivalents, end of period		229,682			95,774
Supplemental disclosure of cash flow information
Interest paid		35,081			43,012
Income taxes paid		548			2,672
		35,629			45,684

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The following table reconciles our Net earnings (loss) applicable to common shareholders to our Adjusted EBITDA1 and presents our Adjusted EBITDA margin1:

Telesat Holdings Inc.
FOR THE PERIOD ENDED MARCH 31	Three Months
(in thousands of Canadian dollars)  (unaudited)	2010			2009
Net earnings (loss) applicable to common shares		80,126			(39,086	)
Income tax expense (recovery)		11,522			4,255
Loss (gain) on financial instruments		40,363			(57,927	)
Loss (gain)on foreign exchange		(113,389	)		100,866
Other expense (income)		347			978
Interest Expense		65,841			71,070
Amortization		62,370			61,273
Restructuring Charges		-			793
Non cash expense related to stock compensation		1,409			1,576
Adjusted EBITDA		148,589			143,798
Operating Revenues		199,237			204,050
Adjusted EBITDA Margin		75	%		70	%

End Notes

1 The common definition of EBITDA is “Earnings Before Interest, Taxes, Depreciation and Amortization.” In evaluating financial performance, we use revenues and deduct certain operating expenses (including making adjustments to operating expenses for stock based compensation expense and unusual and non-recurring items, including restructuring related expenses) to obtain operating loss/income before depreciation and amortization (“Adjusted EBITDA”) and Adjusted EBITDA margin (defined as the ratio of Adjusted EBITDA to operating revenues) as measures of our operating performance.

Adjusted EBITDA allows us and investors to compare our operating results with that of competitors exclusive of depreciation and amortization, interest and investment income, interest expense, and certain other expenses. Financial results of competitors in our industry have significant variations that can result from timing of capital expenditures, the amount of intangible assets recorded, the differences in assets’ lives, the timing and amount of investments, the effects of other income (expense), and unusual and non-recurring items. The use of Adjusted EBITDA assists us and investors to compare operating results exclusive of these items. Competitors in our industry have significantly different capital structures. The use of Adjusted EBITDA improves comparability of performance by excluding interest expense.

We believe the use of Adjusted EBITDA and Adjusted EBITDA margin along with GAAP financial measures enhances the understanding of our operating results and is useful to us and investors in comparing performance with competitors, estimating enterprise value and making investment decisions. Adjusted EBITDA as used here may not be the same as similarly titled measures reported by competitors. Adjusted EBITDA should be used in conjunction with GAAP financial measures and is not presented as a substitute for cash flows from operations as a measure of our liquidity or as a substitute for net income as an indicator of our operating performance.

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