10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-Q/A
                                Amendment No. 2


                Quarterly Report Under Section 13 or 15(d)
                  of the Securities Exchange Act of 1934


                        For Quarter Ended March 31, 1995
                         Commission File Number 1-4929




                               COMSAT CORPORATION
                             6560 Rock Spring Drive
                               Bethesda, MD 20817
                                 (301) 214-3000



        District of Columbia                    52-0781863
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)             Identification No.)





        Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve (12) months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past ninety (90) days. Yes X No

        47,143,000 shares of the Registrant's common stock were outstanding as
of March 31, 1995.

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                                    PART II
                               Other Information

Item 6. (a)  Exhibits
             --------
             No. 10 - Material Contracts

             a. Agreement dated November 30, 1993, between Registrant and 
                Sprint Communications Company L.P. relating to space segment.
                (Incorporated by reference to Exhibit 10(ee) to Registrant's
                Report on Form 10-K for the fiscal year ended December 31,
                1993.)

                (i) Amendment to Agreement, dated April 1995.

             No. 11 - Computation of Earnings Per Share.

             No. 27 - Financial Data Schedule

        (b)  Reports on Form 8-K
             None.

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                                   SIGNATURES

     Pursuant to the requirements on the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                               COMSAT CORPORATION



                             By /s/ Allen E. Flower
                                -------------------
                                 Allen E. Flower
                                   Controller

DATE:  June 29, 1995


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EX-10

Exhibit 10(a)(i)

                       AMENDMENT TO AGREEMENT

     This AMENDMENT TO AGREEMENT is made by and between Sprint
Communications Company L.P. ("SPRINT") and COMSAT Corporation
("COMSAT").

     WHEREAS, SPRINT and COMSAT entered into an Agreement on November 30, 1993
for the provision of telecommunications services (the "1993 Agreement"), and

     WHEREAS, the 1993 Agreement was submitted to the Federal Communications
Commission ("FCC") pursuant to Section 211 of the Communications Act; and

     WHEREAS, the Parties have decided to amend the 1993 Agreement in order to
facilitate COMSAT's provision of additional telecommunications services to
SPRINT;

     NOW, THEREFORE, in consideration of and in reliance upon the mutual
promises set forth below, the Parties hereby amend the 1993 Agreement as
follows:

     1.   Article III of the Agreement, entitled "Definitions" is
amended by revising definition 3, "Bulk Offering," as follows:

          3.   Bulk Offering.  The offering by COMSAT to SPRINT
               of one 36 MHz bandwidth allotment and one 18 MHz
               bandwidth allotment subject to the rates, terms
               and conditions specified in this Agreement, as
               amended.

     2.   Article IV of the Agreement, entitled "Bulk Offering,"
is amended by adding the following new paragraphs:

          M. In addition to the 36 MHz allotment described in paragraph A of
     this Article, COMSAT agrees to provide to SPRINT, and SPRINT agrees to
     lease from COMSAT for a 10-year term, one (1) 18 MHz bandwidth allotment
     providing West Hemi/West Hemi connectivity in the Atlantic Ocean Region.
     The 10-year lease term for this allotment will commence upon the opera-
     tional start date of the first INTELSAT VII satellite to be located at
     310 degrees East longitude. As of the date of this Amendment to Agreement,
     it is anticipated that this allotment will initially be in transponder
     15/15 on the INTELSAT 705 satellite, and will later shift to transponder
     15/15 on the INTELSAT 707 satellite.

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          N.   COMSAT's rate for the 18 MHz allotment described
     in paragraph M of this Article shall be $126,466 per month.
     SPRINT hereby agrees that it will not cancel the 18 MHz
     allotment described in paragraph M until at least five (5)
     years after the operational start date of the lease.  After
     five (5) years, COMSAT's charge for early termination of this allotment
     shall be a flat fee of 270 x $6,880, plus 45% of the balance due at the
     time of early termination.

          O. The 18 MHz allotment described in paragraph M of this Article 
     shall be non-preemptible. In case of space segment failure, this allotment
     shall be restored in accordance with the procedures set forth in INTELSAT 
     SSOG 103, Section 6, as may be amended from time to time. This allotment 
     may be used for any type of traffic, including both public-switched and 
     private line traffic and both analog and digital traffic, provided, 
     however, that (1) INTELSAT's technical lease definitions, as set forth in 
     the IESS documents that COMSAT routinely provides to SPRINT, shall apply 
     to the use of this allotment, and (2) COMSAT and INTELSAT must approve 
     transmission plans for each circuit in the allotment in advance of circuit
     activation; but such approval shall not be unreasonably withheld or 
     delayed. To the extent that SPRINT elects to use this allotment for 
     digital public-switched traffic, it may place up to 120 of its existing 
     7-year or 10-year Additional Circuits in the allotment during the period 
     ending six (6) months from August 1, 1995, consistent with the terms and 
     conditions set forth in paragraph C of this Article.

          P.   The Parties recognize that, during the lease term
     of the 18 MHz allotment described in paragraph M, the
     particular satellites listed in paragraph M may be replaced by other
     INTELSAT satellites. In that case, a transponder of different connectivity
     may be substituted for the replaced transponder under the same terms and
     conditions upon mutual agreement of the Parties.

          Q.   The Parties agree that the rates, early
     termination charges, and other terms and conditions
     specified in paragraphs M, N, O, and P of this Article shall
     supersede any conflicting provisions in COMSAT World Systems
     Tariff F.C.C. No. 1.  All other terms and conditions for the
     circuits contained in the 18 MHz allotment described in
     paragraph M of this Article shall be the same as those
     specified in COMSAT World Systems Tariff F.C.C. No. 1 as of
     the effective date of this Agreement, and those tariff
     provisions are hereby incorporated into this Agreement.

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     3. All other provisions of the 1993 Agreement shall be interpreted in a
manner consistent with this Amendment, but otherwise shall remain unchanged and
shall continue to have full force and effect.

     4. This Amendment to Agreement shall become effective upon execution by
authorized representatives of both Parties, and shall be submitted to the FCC
pursuant to Section 211 of the Communications Act.
     
     
     IN WITNESS WHEREOF, each of the Parties hereto has executed this Amendment
to Agreement.

SPRINT COMMUNICATIONS              COMSAT CORPORATION
  COMPANY L.P.


By: /s/ Leslie R. Karr             By: /s/ John H. Mattingly
    ------------------                 ---------------------
Title: Director, SI-NDE, EMEA      Title: VP and General Manager

Date:      7 April 1995            Date:      14 April 1995

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