SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                              ----------------

                              SCHEDULE 14D-9/A
                             (Amendment No. 6)

                   SOLICITATION/RECOMMENDATION STATEMENT
                    PURSUANT TO SECTION 14(D)(4) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
                           ----------------------

                             COMSAT CORPORATION
                         (Name of Subject Company)

                             COMSAT CORPORATION
                    (Name of Person(s) Filing Statement)

                      Common Stock, without par value
                       (Title of Class of Securities)

                                 20564D107
                   (CUSIP Number of Class of Securities)

                           Warren Y. Zeger, Esq.
               Vice President, General Counsel and Secretary
                             COMSAT Corporation
                           6560 Rock Spring Drive
                          Bethesda, Maryland 20817
                               (301) 214-3200




Name, address and telephone number of person authorized to receive notice and
communication on behalf of the person(s) filing statement).

                         With a Copy to:
                       Alan C. Myers, Esq.
             Skadden, Arps, Slate, Meagher & Flom LLP
                         919 Third Avenue
                  New York, New York  10022-3897
                          (212) 735-3000



      This Amendment No. 6 to the Solicitation/Recommendation Statement on
 Schedule 14D-9 (the "Schedule 14D-9") of COMSAT Corporation, a District of
 Columbia corporation (the "Company" or "COMSAT") amends and supplements
 the Schedule 14D-9 of the Company relating to the tender offer (the
 "Offer") by Regulus, LLC, a single member Delaware limited liability
 company (the "Purchaser") and a wholly-owned subsidiary of Lockheed Martin
 Corporation, a Maryland corporation ("Parent" or "Lockheed Martin"),
 disclosed in a Tender Offer Statement on Schedule 14D-1, dated September
 25, 1998, as amended, to purchase up to 49% (less certain adjustments) of
 the issued and outstanding shares of common stock, without par value, of
 the Company (the "Shares") at a price of $45.50 per Share, net to the
 seller in cash, without interest thereon, upon the terms and subject to
 the conditions set forth in the Offer to Purchase dated September 25, 1998
 (the "Offer to Purchase") and in the related Letter of Transmittal (which
 together with the Offer to Purchase constitute the "Offer"). Capitalized
 terms not defined herein have the meanings assigned thereto in the
 Schedule 14D-9.

  ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.

      Item 8 is hereby amended and supplemented by the addition of the
 following paragraphs thereto:

      On September 15, 1999, the FCC approved application of Parent to
 acquire up to forty-nine percent of the stock of COMSAT. The FCC action
 fulfills a major regulatory requirement necessary to conclude the Offer.

      On September 16, 1999, the FCC authorized satellite users to directly
 access INTELSAT, an action that would end COMSAT's role as the exclusive
 U.S. provider of INTELSAT capacity. The FCC action would also require users
 to pay COMSAT a signatory surcharge no less than 5.58 percent to cover
 COMSAT's costs as the U.S. participant in INTELSAT. COMSAT cannot assess
 the full impact of direct access until it reviews the text of the FCC's
 report and order.

      In addition, on September 16, 1999, the Company received confirmation
 from the Department of Justice that it had determined not to challenge the
 Merger and to permit the HSR waiting period to expire without conditions.
 Accordingly, under the HSR Act, the parties are free to consummate the
 Offer at any time after 11:59 p.m. on September 16, 1999.




                            SIGNATURE

      After reasonable inquiry and to the best of my knowledge and belief,
 I certify that the information set forth in this statement is true,
 complete and correct.


 Dated: September 17, 1999     COMSAT Corporation


                               By:  /s/Alan G. Korobov
                                    ----------------------------------
                               Name:  Alan G. Korobov
                               Title: Controller