SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 249

                                    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):        Commission File Number:
                  OCTOBER 7, 1997                               000-22085



                           ORION NETWORK SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)



         DELAWARE                                         52-2008654
(State or other jurisdiction                            (IRS Employer
of incorporation)                                  Identification Number)



                             2440 RESEARCH BOULEVARD
                                    SUITE 400
                            ROCKVILLE, MARYLAND 20850
               (Address of principal executive offices) (Zip Code)


                  Registrant's telephone number, including area ode:
                                 (301) 258-8101


          (Former name or former address, if changed since last report)

                                 NOT APPLICABLE




<PAGE>



                          ORION NETWORK SYSTEMS, INC.

ITEM 5 OTHER EVENTS

     On October 7, 1997,  Orion Network  Systems,  Inc. (the  "Company"),  Loral
Space &  Communications  Ltd.  ("Acquiror") and Loral Satellite  Corporation,  a
wholly owned  subsidiary of Acquiror  ("Merger Sub"),  entered into an Agreement
and Plan of Merger (the "Merger  Agreement"),  pursuant to which Merger Sub will
merge with and into the  Corporation,  with the Corporation  being the surviving
corporation  and thereby  becoming a wholly owned  subsidiary  of Acquiror  (the
"Merger").

     The Merger  Agreement  provides  that (i) each share of common  stock,  par
value  $.01 per  share,  of the  Company  ("Company  Common  Stock"),  excluding
treasury  shares  and  shares  owned by  Acquiror  or it  subsidiaries,  will be
converted  into and  exchanged for the right to receive the number of fully paid
and nonassessable  shares of common stock, par value $.01 per share, of Acquiror
("Acquiror Common Stock") equal to the Exchange Ratio (as described below), (ii)
each  share of  preferred  stock,  par  value  $.01 per  share,  of the  Company
("Company  Preferred  Stock") will be converted into and exchanged for the right
to receive the number of fully paid and nonassessable  shares of Acquiror Common
Stock equal to the Exchange Ratio  multiplied by the number of shares of Company
Common Stock into which such share of Company  Preferred  Stock was  convertible
immediately  prior to the Effective Time of the Merger,  (iii) each  outstanding
stock option to purchase  shares of Company  Common Stock will be converted into
an option to acquire the number of shares of Acquiror  Common Stock equal to the
Exchange  Ratio  multiplied by the number of shares of Company  Common Stock for
which such option was exercisable, and (iv) each outstanding warrant to purchase
shares of Company  Common Stock will be converted  into a warrant to acquire the
number of shares of Acquiror Common Stock equal to the Exchange Ratio multiplied
by the  number of shares of Company  Common  Stock for which  such  warrant  was
exercisable.

     Pursuant  to the  terms of the  Merger  Agreement,  the  Exchange  Ratio is
determined as follows:

     (i) if the  average  of  the  volume-weighted  average  trading  prices  of
Acquiror Common Stock for the twenty  consecutive  trading days on which trading
of Acquiror Common Stock occurs ending the tenth trading day  immediately  prior
to the closing date for Merger (the "Determination  Price") is less than $24.458
but  greater  than  $16.305,  the  Exchange  Ratio is the  quotient  obtained by
dividing $17.50 by the Determination Price,

     (ii) if the  Determination  Price is equal to or greater than $24.458,  the
Exchange Ratio is 0.71553 and

     (iii) if the  Determination  Price is equal to or less  than  $16.305,  the
Exchange Ratio is 1.07329.

     The Merger is subject to a number of conditions,  including approval by the
Company's  stockholders,  approval by the Federal Communications  Commission



<PAGE>



and other  regulatory  approvals.  Although not a condition  of the Merger,  the
Company intends to seek an Internal Revenue Service ruling as to eligibility for
a tax-free exchange.

     In connection with the Merger Agreement,  certain principal stockholders of
the Company and members of the Company's management have agreed to vote in favor
of the  Merger and have  granted to the  Acquiror  the right to  purchase  their
securities  in the Company for a price equal to the Merger  consideration  under
certain  circumstances.  The Company expects the Merger to be consummated by the
first quarter of 1998.

     The  foregoing   descriptions   of  the  Merger   Agreement  and  Principal
Stockholder  Agreement do not purport to be complete and are  qualified in their
entirety  by the terms and  conditions  of the Merger  Agreement  and  Principal
Stockholder  Agreement,  which are filed as Exhibits 2.1 and 2.2,  respectively,
and are incorporated herein by reference. A copy of the press release announcing
the  execution  of the Merger  Agreement  is  attached  as  Exhibit  99.1 and is
incorporated herein by reference.

ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (c)  Exhibits.

2.1  Agreement  and Plan of Merger by and among  Orion  Network  Systems,  Inc.,
     Loral Space & Communications Ltd., and Loral Satellite  Corporation,  dated
     as of October 7, 1997

2.2  Principal  Stockholder  Agreement among Orion Network Systems,  Inc., Loral
     Space  &  Communications   Ltd.,   Loral  Satellite   Corporation  and  the
     stockholders that are signatories thereto, dated as of October 7, 1997

99.1 Press Release dated October 7, 1997 announcing the Merger Agreement



<PAGE>



                                   SIGNATURE

     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.


                                         ORION NETWORK SYSTEMS, INC.


Date:  October 8, 1997                   By:  /s/ David J. Frear
                                            ------------------------------------
                                         Vice President, Chief Financial Officer
                                           and Treasurer




<PAGE>



                                 EXHIBIT INDEX
<TABLE>
<CAPTION>

Exhibit           Description                                                        Page
-------           -----------                                                        ----
<S>      <C>                                                                         <C>
2.1      Agreement and Plan of Merger by and among Orion Network Systems,  Inc.,
         Loral Space &  Communications  Ltd., and Loral  Satellite  Corporation,
         dated as of October 7, 1997

2.2      Principal  Stockholder  Agreement  among Orion Network  Systems,  Inc.,
         Loral Space & Communications Ltd., Loral Satellite  Corporation and the
         stockholders that are signatories thereto, dated as of October 7, 1997

99.1     Press Release dated October 7, 1997
</TABLE>
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 7544}]
{"company-data": {"conformed-name": "ORION NETWORK SYSTEMS INC/NEW/", "cik": "0001029850", "assigned-sic": "3663", "irs-number": "522008654", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-22085", "film-number": "97693247"}, "business-address": {"street1": "2440 RESEARCH BLVD SUITE 400", "city": "ROCKVILLE", "state": "MD", "zip": "20850", "phone": "3012588101"}, "mail-address": {"street1": "2440 RESEARCH BLVD", "street2": "SUITE 400", "city": "ROCKVILLE", "state": "MD", "zip": "20850"}, "former-company": {"former-conformed-name": "ORION NEWCO SERVICES INC", "date-changed": "19961231"}}
SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 249

                                    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):        Commission File Number:
                  OCTOBER 7, 1997                               000-22085

                           ORION NETWORK SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                         52-2008654
(State or other jurisdiction                            (IRS Employer
of incorporation)                                  Identification Number)

                             2440 RESEARCH BOULEVARD
                                    SUITE 400
                            ROCKVILLE, MARYLAND 20850
               (Address of principal executive offices) (Zip Code)

                  Registrant's telephone number, including area ode:
                                 (301) 258-8101

          (Former name or former address, if changed since last report)

                                 NOT APPLICABLE
ORION NETWORK SYSTEMS, INC.

ITEM 5 OTHER EVENTS

     On October 7, 1997,  Orion Network  Systems,  Inc. (the  "Company"),  Loral
Space &  Communications  Ltd.  ("Acquiror") and Loral Satellite  Corporation,  a
wholly owned  subsidiary of Acquiror  ("Merger Sub"),  entered into an Agreement
and Plan of Merger (the "Merger  Agreement"),  pursuant to which Merger Sub will
merge with and into the  Corporation,  with the Corporation  being the surviving
corporation  and thereby  becoming a wholly owned  subsidiary  of Acquiror  (the
"Merger").

     The Merger  Agreement  provides  that (i) each share of common  stock,  par
value  $.01 per  share,  of the  Company  ("Company  Common  Stock"),  excluding
treasury  shares  and  shares  owned by  Acquiror  or it  subsidiaries,  will be
converted  into and  exchanged for the right to receive the number of fully paid
and nonassessable  shares of common stock, par value $.01 per share, of Acquiror
("Acquiror Common Stock") equal to the Exchange Ratio (as described below), (ii)
each  share of  preferred  stock,  par  value  $.01 per  share,  of the  Company
("Company  Preferred  Stock") will be converted into and exchanged for the right
to receive the number of fully paid and nonassessable  shares of Acquiror Common
Stock equal to the Exchange Ratio  multiplied by the number of shares of Company
Common Stock into which such share of Company  Preferred  Stock was  convertible
immediately  prior to the Effective Time of the Merger,  (iii) each  outstanding
stock option to purchase  shares of Company  Common Stock will be converted into
an option to acquire the number of shares of Acquiror  Common Stock equal to the
Exchange  Ratio  multiplied by the number of shares of Company  Common Stock for
which such option was exercisable, and (iv) each outstanding warrant to purchase
shares of Company  Common Stock will be converted  into a warrant to acquire the
number of shares of Acquiror Common Stock equal to the Exchange Ratio multiplied
by the  number of shares of Company  Common  Stock for which  such  warrant  was
exercisable.

     Pursuant  to the  terms of the  Merger  Agreement,  the  Exchange  Ratio is
determined as follows:

     (i) if the  average  of  the  volume-weighted  average  trading  prices  of
Acquiror Common Stock for the twenty  consecutive  trading days on which trading
of Acquiror Common Stock occurs ending the tenth trading day  immediately  prior
to the closing date for Merger (the "Determination  Price") is less than $24.458
but  greater  than  $16.305,  the  Exchange  Ratio is the  quotient  obtained by
dividing $17.50 by the Determination Price,

     (ii) if the  Determination  Price is equal to or greater than $24.458,  the
Exchange Ratio is 0.71553 and

     (iii) if the  Determination  Price is equal to or less  than  $16.305,  the
Exchange Ratio is 1.07329.

     The Merger is subject to a number of conditions,  including approval by the
Company's  stockholders,  approval by the Federal Communications  Commission
and other  regulatory  approvals.  Although not a condition  of the Merger,  the
Company intends to seek an Internal Revenue Service ruling as to eligibility for
a tax-free exchange.

     In connection with the Merger Agreement,  certain principal stockholders of
the Company and members of the Company's management have agreed to vote in favor
of the  Merger and have  granted to the  Acquiror  the right to  purchase  their
securities  in the Company for a price equal to the Merger  consideration  under
certain  circumstances.  The Company expects the Merger to be consummated by the
first quarter of 1998.

     The  foregoing   descriptions   of  the  Merger   Agreement  and  Principal
Stockholder  Agreement do not purport to be complete and are  qualified in their
entirety  by the terms and  conditions  of the Merger  Agreement  and  Principal
Stockholder  Agreement,  which are filed as Exhibits 2.1 and 2.2,  respectively,
and are incorporated herein by reference. A copy of the press release announcing
the  execution  of the Merger  Agreement  is  attached  as  Exhibit  99.1 and is
incorporated herein by reference.

ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (c)  Exhibits.

2.1  Agreement  and Plan of Merger by and among  Orion  Network  Systems,  Inc.,
     Loral Space & Communications Ltd., and Loral Satellite  Corporation,  dated
     as of October 7, 1997

2.2  Principal  Stockholder  Agreement among Orion Network Systems,  Inc., Loral
     Space  &  Communications   Ltd.,   Loral  Satellite   Corporation  and  the
     stockholders that are signatories thereto, dated as of October 7, 1997

99.1 Press Release dated October 7, 1997 announcing the Merger Agreement
SIGNATURE

     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.

                                         ORION NETWORK SYSTEMS, INC.

Date:  October 8, 1997                   By:  /s/ David J. Frear
                                            ------------------------------------
                                         Vice President, Chief Financial Officer
                                           and Treasurer
EXHIBIT INDEX
Exhibit           Description                                                        Page
-------           -----------                                                        ----
2.1      Agreement and Plan of Merger by and among Orion Network Systems,  Inc.,
         Loral Space &  Communications  Ltd., and Loral  Satellite  Corporation,
         dated as of October 7, 1997

2.2      Principal  Stockholder  Agreement  among Orion Network  Systems,  Inc.,
         Loral Space & Communications Ltd., Loral Satellite  Corporation and the
         stockholders that are signatories thereto, dated as of October 7, 1997

99.1     Press Release dated October 7, 1997