SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    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:
                   December 13, 1996                             0-26450



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



                 Delaware                                52-1271418
       (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 code:
                                 (301) 258-8101


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

                                 Not applicable



<PAGE>



                           ORION NETWORK SYSTEMS, INC.

Item 5  - Other Events

                  Orion Network  Systems,  Inc.  ("Orion") has agreed to acquire
all of the  interests  which  it does  not  already  own in the  Orion  Atlantic
partnership. Orion currently owns 41.7% of Orion Atlantic, a limited partnership
formed in 1991 to construct,  launch and operate communications  satellites over
the Atlantic  Ocean.  The partners  whose  interests  are being  acquired by the
Company  are  British   Aerospace   Communications,   Inc.,  COM  DEV  Satellite
Communications Limited, Kingston Communications  International Limited, Lockheed
Martin Commercial Launch Services, Inc., MCN Sat US, Inc. (an affiliate of Matra
Hachette),  and Trans  Atlantic  Satellite,  Inc.  (an  affiliate of Nissho Iwai
Corp.).  A copy of the Section 351  Exchange  Agreement  and Plan of  Conversion
(together with certain exhibits thereto) is attached as Exhibit B to this report
on Form 8-K, and is incorporated by reference herein.

                  Under the agreement  Orion is to exchange  approximately  $122
million  of a  new  class  of  convertible  preferred  stock  for  the  acquired
interests.  The preferred stock will be convertible  into common stock at $17.50
per  share,   representing   approximately  seven  million  common  shares.  The
acquisition,  which is expected to be completed in the first quarter of 1997, is
subject to  stockholder  approval  and the  refinancing  of  approximately  $210
million of existing Orion Atlantic bank debt.

                  In connection  with the  acquisition,  British  Aerospace will
invest   approximately   $50  million  in   convertible   securities  of  Orion,
representing approximately 3.5 million common shares.

                  As part of the exchange, Orion will form a new holding company
substantially  identical  to  Orion  and  merge  into a  subsidiary  of that new
company.  As a result,  the holding  company will become  publicly traded on the
Nasdaq  National  Market  System,  Orion will become a subsidiary of the holding
company  and all of the  stockholders  of Orion  will  receive  stock in the new
company with  substantially  identical  rights to the Orion stock they presently
hold.


                                      -2-

<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 hereunto duly authorized.



                                                     ORION NETWORK SYSTEMS, INC.


Date:  December 19, 1996                             By:/S/W. Neil Bauer
                                                        ------------------------
                                                        W. Neil Bauer
                                                        President and CEO


                                      -3-


<PAGE>


                                  EXHIBIT INDEX
                                  -------------


Exhibit                             Description                             Page
-------                             -----------                             ----

 10       Section 351 Exchange  Agreement  and Plan of  Conversion  (the
          "Exchange  Agreement"),  dated  as  of  June  __,  1996  among
          International Private Satellite Partners,  L.P., Orion Network
          Systems, Inc., Orion Satellite Corporation,  British Aerospace
          Communications,   Inc.,   COM  DEV  Satellite   Communications
          Limited,   Kingston   Communications   International  Limited,
          Lockheed Martin Commercial Launch Services,  Inc., MCN Sat US,
          Inc., and Trans Atlantic Satellite, Inc., and certain exhibits
          thereto

 99       Press Release dated December 16, 1996
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 5191}]
{"company-data": {"conformed-name": "ORION NETWORK SYSTEMS INC/DE/", "cik": "0000885376", "assigned-sic": "3663", "irs-number": "521271418", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-26450", "film-number": "96683632"}, "business-address": {"street1": "2440 RESEARCH BLVD STE 400", "city": "ROCKVILLE", "state": "MD", "zip": "20850", "phone": "3012588101"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    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:
                   December 13, 1996                             0-26450

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

                 Delaware                                52-1271418
       (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 code:
                                 (301) 258-8101

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

                                 Not applicable
ORION NETWORK SYSTEMS, INC.

Item 5  - Other Events

                  Orion Network  Systems,  Inc.  ("Orion") has agreed to acquire
all of the  interests  which  it does  not  already  own in the  Orion  Atlantic
partnership. Orion currently owns 41.7% of Orion Atlantic, a limited partnership
formed in 1991 to construct,  launch and operate communications  satellites over
the Atlantic  Ocean.  The partners  whose  interests  are being  acquired by the
Company  are  British   Aerospace   Communications,   Inc.,  COM  DEV  Satellite
Communications Limited, Kingston Communications  International Limited, Lockheed
Martin Commercial Launch Services, Inc., MCN Sat US, Inc. (an affiliate of Matra
Hachette),  and Trans  Atlantic  Satellite,  Inc.  (an  affiliate of Nissho Iwai
Corp.).  A copy of the Section 351  Exchange  Agreement  and Plan of  Conversion
(together with certain exhibits thereto) is attached as Exhibit B to this report
on Form 8-K, and is incorporated by reference herein.

                  Under the agreement  Orion is to exchange  approximately  $122
million  of a  new  class  of  convertible  preferred  stock  for  the  acquired
interests.  The preferred stock will be convertible  into common stock at $17.50
per  share,   representing   approximately  seven  million  common  shares.  The
acquisition,  which is expected to be completed in the first quarter of 1997, is
subject to  stockholder  approval  and the  refinancing  of  approximately  $210
million of existing Orion Atlantic bank debt.

                  In connection  with the  acquisition,  British  Aerospace will
invest   approximately   $50  million  in   convertible   securities  of  Orion,
representing approximately 3.5 million common shares.

                  As part of the exchange, Orion will form a new holding company
substantially  identical  to  Orion  and  merge  into a  subsidiary  of that new
company.  As a result,  the holding  company will become  publicly traded on the
Nasdaq  National  Market  System,  Orion will become a subsidiary of the holding
company  and all of the  stockholders  of Orion  will  receive  stock in the new
company with  substantially  identical  rights to the Orion stock they presently
hold.

                                      -2-
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 hereunto duly authorized.

                                                     ORION NETWORK SYSTEMS, INC.

Date:  December 19, 1996                             By:/S/W. Neil Bauer
                                                        ------------------------
                                                        W. Neil Bauer
                                                        President and CEO

                                      -3-
EXHIBIT INDEX
                                  -------------

Exhibit                             Description                             Page
-------                             -----------                             ----

 10       Section 351 Exchange  Agreement  and Plan of  Conversion  (the
          "Exchange  Agreement"),  dated  as  of  June  __,  1996  among
          International Private Satellite Partners,  L.P., Orion Network
          Systems, Inc., Orion Satellite Corporation,  British Aerospace
          Communications,   Inc.,   COM  DEV  Satellite   Communications
          Limited,   Kingston   Communications   International  Limited,
          Lockheed Martin Commercial Launch Services,  Inc., MCN Sat US,
          Inc., and Trans Atlantic Satellite, Inc., and certain exhibits
          thereto

 99       Press Release dated December 16, 1996