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:
                   January 31, 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 code:
                                 (301) 258-8101


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

                                 Not applicable



<PAGE>



                           ORION NETWORK SYSTEMS, INC.

Item 2.           Acquisition or Disposition of Assets

                  On January 31, 1997,  Orion Network  Systems,  Inc.,  formerly
known as Orion Newco  Services,  Inc. (the  "Company"),  consummated a series of
transactions that are described below.

Acquisition of Orion Atlantic Limited Partnership Interests

                  On January 31, 1997,  the Company  acquired all of the limited
partnership  interests  which it did not already own in the Company's  operating
subsidiary,  International Private Satellite Partners,  L.P. ("Orion Atlantic"),
that owns the Orion 1 satellite.  Specifically,  the Company  acquired the Orion
Atlantic limited partnership interests and other rights relating thereto held by
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.
(collectively, the "Exchanging Partners").

                  Pursuant  to a  Section  351  Exchange  Agreement  and Plan of
Conversion (the "Exchange  Agreement"),  the Exchanging  Partners exchanged (the
"Exchange")  their Orion  Atlantic  limited  partnership  interests  for 123,172
shares  of a  newly  created  class  of the  Company's  Series  C 6%  Cumulative
Convertible  Redeemable  Preferred  Stock (the "Series C Preferred  Stock").  In
addition,  the Company acquired certain rights held by certain of the Exchanging
Partners,  including  certain  of the  Exchanging  Partners'  rights to  receive
repayment  of  various  advances  (aggregating  approximately  $37.5  million at
September 30, 1996).  The 123,172  shares of Series C Preferred  Stock issued in
the  Exchange are  convertible  (as of January 31,  1997) into  approximately  7
million  shares of the  Company's  Common  Stock.  As a result of the  Exchange,
certain of the Exchanging Partners became principal stockholders of the Company.
The Exchange is described in greater  detail under the caption "The Merger,  the
Exchange  and the  Debenture  Investments"  in the  Company's  Definitive  Proxy
Statement/Prospectus  filed  with the  Securities  and  Exchange  Commission  on
January 15, 1997, which is incorporated herein by reference.

                  The  Exchange and the  acquisition  by the Company of the only
outstanding  minority  interest in the Company's  subsidiary  Orion Asia Pacific
Corporation from British  Aerospace  Satellite  Investments,  Inc. on January 8,
1997 (in exchange  from  approximately  86,000  shares of the  Company's  Common
Stock)  results  in the  Company  owning  100% of Orion  Atlantic  and its other
significant   subsidiaries  and,  therefore,   a  greatly  simplified  corporate
structure.


<PAGE>



The Merger

                  The Exchange was  conducted on a tax-free  basis by means of a
Merger (defined below) that was consummated on January 31, 1997. Pursuant to the
Exchange Agreement,  Orion Oldco Services, Inc., formerly known as Orion Network
Systems,  Inc. ("Old Orion"),  formed the Company as a new Delaware  corporation
with a certificate of incorporation,  bylaws and capital structure substantially
identical in all material respects with those of Old Orion. Also pursuant to the
Exchange Agreement,  the Company formed a wholly owned subsidiary,  Orion Merger
Company, Inc. ("Orion Merger Subsidiary").  Pursuant to an Agreement and Plan of
Merger,  Orion  Merger  Subsidiary  was merged with and into Old Orion,  and Old
Orion became a wholly owned subsidiary of the Company (the "Merger"). On January
31, 1997, the effective time of the Merger, all of the stockholders of Old Orion
received  stock in the Company with  substantially  identical  rights to the Old
Orion stock they held prior to the effective  time of the Merger.  Following the
Merger,  the Company changed its name from Orion Newco  Services,  Inc. to Orion
Network  Systems,  Inc. and the Company's  wholly owned subsidiary Orion Network
Systems,  Inc.  changed its name to Orion  Oldco  Services,  Inc.  The Merger is
described in greater detail under the caption "The Merger,  the Exchange and the
Debenture  Investments" in the Company's  Definitive Proxy  Statement/Prospectus
filed with the Securities and Exchange  Commission on January 15, 1997, which is
incorporated herein by reference.

                  The Company is the  successor  issuer to Old Orion and filed a
Registration  Statement on Form 8-B with the Securities and Exchange  Commission
on January 31, 1997, to register all the issued and outstanding shares of Common
Stock  and  preferred  stock of the  Company.  The  Company  is  considered  the
successor  to Old Orion for  purposes  of the  Nasdaq  National  Market  and the
Company's Common Stock is quoted on the Nasdaq National Market under the trading
symbol "ONSI."

Financings

                  On January 31, 1997, the Company completed a $710 million bond
offering (the "Offering") comprised of approximately $445 million of Senior Note
Units,  each of which  consists  of one 11.25%  Senior  Note due 2007 (a "Senior
Note") and one Warrant to purchase 0.8463 shares of common stock, par value $.01
per share  ("Common  Stock")  of the  Company  (a "Senior  Note  Warrant"),  and
approximately  $265.4  million  of Senior  Discount  Note  Units,  each of which
consists of one 12.5% Senior  Discount Note due 2007 (a "Senior  Discount Note,"
and  together  with the Senior  Notes,  the "Notes") and one Warrant to purchase
0.6628 shares of Common Stock of the Company (a "Senior  Discount Note Warrant,"
and together with the Senior Note  Warrants,  the  "Warrants").  Interest on the
Senior Notes will be payable  semi-annually in cash on January 15 and July 15 of
each year,  commencing  July 15, 1997. The Senior Discount Notes will not accrue
cash interest

<PAGE>



prior to January 15, 2002. Thereafter,  cash interest will accrue until maturity
at an annual rate of 12.5%  payable  semi-annually  on January 15 and July 15 of
each year, commencing July 15, 2002. The exercise price for the Warrants will be
$.01 per share of Common Stock of the Company. The shares of Common Stock of the
Company initially issuable upon exercise of the Warrants represent approximately
2.62% of the outstanding Common Stock of the Company on a fully diluted basis as
of January 31,  1997.  The  Offering was  underwritten  by Morgan  Stanley & Co.
Incorporated and Merrill Lynch & Co.

                  The net proceeds of the Offering to the Company are  estimated
to be  approximately  $684 million.  Other than $133.9 million to be placed in a
pledged account to pre-fund the first six interest payments on the Senior Notes,
the net proceeds from the Offering will be used by the Company to: (i) repay the
credit facility it entered into in connection with the construction of the Orion
1 satellite,  and (ii) build and launch two additional  satellites,  Orion 2 and
Orion 3. The  Company  estimates  that when  Orion 2 (with  coverage  of Europe,
Russia,  the eastern United States,  Latin America,  North Africa and the Middle
East) and Orion 3 (with coverage of the Asia Pacific  region) are deployed,  the
satellite  footprints in the  aggregate,  including the Orion 1 footprint,  will
cover an area inhabited by over 85% of the world's population.

                  On January 31, 1997,  the Company also  completed  the sale of
$60 million of its convertible junior subordinated debentures (the "Debentures")
to two investors,  British Aerospace  Holdings,  Inc. ("British  Aerospace") and
Matra  Marconi  Space UK Limited  ("Matra  Marconi  Space").  British  Aerospace
purchased $50 million of the  Debentures  and Matra Marconi Space  purchased $10
million  of the  Debentures  (collectively,  the  "Debenture  Investments,"  and
together with the Offering,  the  "Financings").  The Debentures  will mature in
2012,  and  will  bear  interest  at a  rate  of  8.75%  per  annum  to be  paid
semi-annually  in arrears solely in Common Stock of the Company.  The Debentures
are subordinated to all other indebtedness of the Company, including the Notes.

                  The   Financings  are  described  in  greater  detail  in  the
Company's  Registration  Statement on Form 424(b)  (Registration No. 333-19167),
which is incorporated herein by reference.




<PAGE>



Item 7.           Pro Forma Financial Information and Exhibits

                  (a) Pro Forma Financial Information

                  The pro  forma  financial  information  required  pursuant  to
Article 11 of Regulation S-X is incorporated herein by reference to the material
contained  under  the  caption  "Pro  Forma  Condensed   Consolidated  Financial
Statements"  in Orion  Network  System,  Inc.'s  Registration  Statement on Form
424(b) (Registration No. 333-19167).

                  (b) Exhibits.

10.1              Exchange  Agreement,  dated June  1996,  among  Orion  Network
                  Systems,  Inc.,   International   Satellite  Partners,   L.P.,
                  OrionSat 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. (Incorporated by reference to
                  Exhibit 10 in Current  Report on Form 8-K dated  December  20,
                  1996, of Orion Network Systems, Inc.).

10.2              First  Amendment to Exchange  Agreement,  dated December 1996,
                  among Orion Network  Systems,  Inc.,  International  Satellite
                  Partners,   L.P.,  OrionSat  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.  (Incorporated  by
                  reference  to Exhibit 10.45 in Registration Statement No. 333-
                  19795 on Form S-4 of Orion Newco Services, Inc.).

10.3              Agreement  and Plan of Merger,  dated  January 8, 1997, by and
                  among Orion Network Systems, Inc., Orion Newco Services,  Inc.
                  and Orion Merger Company,  Inc.  (Incorporated by reference to
                  Exhibit 2.1 in  Registration  Statement No.  333-19795 on Form
                  S-4 of Orion Newco Services, Inc.).

10.4              Debenture Purchase  Agreement,  dated January 13, 1997, and as
                  amended  as  of  January  31,  1997,  with  British  Aerospace
                  Holdings, Inc. and Matra Marconi Space UK Limited.

99                Press Release, dated February 3, 1996, regarding the Exchange,
                  the Merger and the Financings.



<PAGE>
<TABLE>
<CAPTION>

                                  EXHIBIT INDEX

<S>               <C>                                                                <C>
Exhibit                     Description                                              Page

    10.1          Exchange Agreement dated June 1996
    10.2          First Amendment to Exchange Agreement dated December 1996
    10.3          Agreement and Plan of Merger dated January 8, 1997
    10.4          Debenture  Purchase Agreement dated January 13, 1997, and as 
                  amended January 31, 1997.
    99            Press Release dated February 3, 1997

</TABLE>

<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:  February 12, 1997           By:/s/  David J. Frear
                                      -------------------
                                       David J. Frear
                                       Vice President, Chief Financial Officer
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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:
                   January 31, 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 code:
                                 (301) 258-8101

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

                                 Not applicable
ORION NETWORK SYSTEMS, INC.

Item 2.           Acquisition or Disposition of Assets

                  On January 31, 1997,  Orion Network  Systems,  Inc.,  formerly
known as Orion Newco  Services,  Inc. (the  "Company"),  consummated a series of
transactions that are described below.

Acquisition of Orion Atlantic Limited Partnership Interests

                  On January 31, 1997,  the Company  acquired all of the limited
partnership  interests  which it did not already own in the Company's  operating
subsidiary,  International Private Satellite Partners,  L.P. ("Orion Atlantic"),
that owns the Orion 1 satellite.  Specifically,  the Company  acquired the Orion
Atlantic limited partnership interests and other rights relating thereto held by
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.
(collectively, the "Exchanging Partners").

                  Pursuant  to a  Section  351  Exchange  Agreement  and Plan of
Conversion (the "Exchange  Agreement"),  the Exchanging  Partners exchanged (the
"Exchange")  their Orion  Atlantic  limited  partnership  interests  for 123,172
shares  of a  newly  created  class  of the  Company's  Series  C 6%  Cumulative
Convertible  Redeemable  Preferred  Stock (the "Series C Preferred  Stock").  In
addition,  the Company acquired certain rights held by certain of the Exchanging
Partners,  including  certain  of the  Exchanging  Partners'  rights to  receive
repayment  of  various  advances  (aggregating  approximately  $37.5  million at
September 30, 1996).  The 123,172  shares of Series C Preferred  Stock issued in
the  Exchange are  convertible  (as of January 31,  1997) into  approximately  7
million  shares of the  Company's  Common  Stock.  As a result of the  Exchange,
certain of the Exchanging Partners became principal stockholders of the Company.
The Exchange is described in greater  detail under the caption "The Merger,  the
Exchange  and the  Debenture  Investments"  in the  Company's  Definitive  Proxy
Statement/Prospectus  filed  with the  Securities  and  Exchange  Commission  on
January 15, 1997, which is incorporated herein by reference.

                  The  Exchange and the  acquisition  by the Company of the only
outstanding  minority  interest in the Company's  subsidiary  Orion Asia Pacific
Corporation from British  Aerospace  Satellite  Investments,  Inc. on January 8,
1997 (in exchange  from  approximately  86,000  shares of the  Company's  Common
Stock)  results  in the  Company  owning  100% of Orion  Atlantic  and its other
significant   subsidiaries  and,  therefore,   a  greatly  simplified  corporate
structure.
The Merger

                  The Exchange was  conducted on a tax-free  basis by means of a
Merger (defined below) that was consummated on January 31, 1997. Pursuant to the
Exchange Agreement,  Orion Oldco Services, Inc., formerly known as Orion Network
Systems,  Inc. ("Old Orion"),  formed the Company as a new Delaware  corporation
with a certificate of incorporation,  bylaws and capital structure substantially
identical in all material respects with those of Old Orion. Also pursuant to the
Exchange Agreement,  the Company formed a wholly owned subsidiary,  Orion Merger
Company, Inc. ("Orion Merger Subsidiary").  Pursuant to an Agreement and Plan of
Merger,  Orion  Merger  Subsidiary  was merged with and into Old Orion,  and Old
Orion became a wholly owned subsidiary of the Company (the "Merger"). On January
31, 1997, the effective time of the Merger, all of the stockholders of Old Orion
received  stock in the Company with  substantially  identical  rights to the Old
Orion stock they held prior to the effective  time of the Merger.  Following the
Merger,  the Company changed its name from Orion Newco  Services,  Inc. to Orion
Network  Systems,  Inc. and the Company's  wholly owned subsidiary Orion Network
Systems,  Inc.  changed its name to Orion  Oldco  Services,  Inc.  The Merger is
described in greater detail under the caption "The Merger,  the Exchange and the
Debenture  Investments" in the Company's  Definitive Proxy  Statement/Prospectus
filed with the Securities and Exchange  Commission on January 15, 1997, which is
incorporated herein by reference.

                  The Company is the  successor  issuer to Old Orion and filed a
Registration  Statement on Form 8-B with the Securities and Exchange  Commission
on January 31, 1997, to register all the issued and outstanding shares of Common
Stock  and  preferred  stock of the  Company.  The  Company  is  considered  the
successor  to Old Orion for  purposes  of the  Nasdaq  National  Market  and the
Company's Common Stock is quoted on the Nasdaq National Market under the trading
symbol "ONSI."

Financings

                  On January 31, 1997, the Company completed a $710 million bond
offering (the "Offering") comprised of approximately $445 million of Senior Note
Units,  each of which  consists  of one 11.25%  Senior  Note due 2007 (a "Senior
Note") and one Warrant to purchase 0.8463 shares of common stock, par value $.01
per share  ("Common  Stock")  of the  Company  (a "Senior  Note  Warrant"),  and
approximately  $265.4  million  of Senior  Discount  Note  Units,  each of which
consists of one 12.5% Senior  Discount Note due 2007 (a "Senior  Discount Note,"
and  together  with the Senior  Notes,  the "Notes") and one Warrant to purchase
0.6628 shares of Common Stock of the Company (a "Senior  Discount Note Warrant,"
and together with the Senior Note  Warrants,  the  "Warrants").  Interest on the
Senior Notes will be payable  semi-annually in cash on January 15 and July 15 of
each year,  commencing  July 15, 1997. The Senior Discount Notes will not accrue
cash interest
prior to January 15, 2002. Thereafter,  cash interest will accrue until maturity
at an annual rate of 12.5%  payable  semi-annually  on January 15 and July 15 of
each year, commencing July 15, 2002. The exercise price for the Warrants will be
$.01 per share of Common Stock of the Company. The shares of Common Stock of the
Company initially issuable upon exercise of the Warrants represent approximately
2.62% of the outstanding Common Stock of the Company on a fully diluted basis as
of January 31,  1997.  The  Offering was  underwritten  by Morgan  Stanley & Co.
Incorporated and Merrill Lynch & Co.

                  The net proceeds of the Offering to the Company are  estimated
to be  approximately  $684 million.  Other than $133.9 million to be placed in a
pledged account to pre-fund the first six interest payments on the Senior Notes,
the net proceeds from the Offering will be used by the Company to: (i) repay the
credit facility it entered into in connection with the construction of the Orion
1 satellite,  and (ii) build and launch two additional  satellites,  Orion 2 and
Orion 3. The  Company  estimates  that when  Orion 2 (with  coverage  of Europe,
Russia,  the eastern United States,  Latin America,  North Africa and the Middle
East) and Orion 3 (with coverage of the Asia Pacific  region) are deployed,  the
satellite  footprints in the  aggregate,  including the Orion 1 footprint,  will
cover an area inhabited by over 85% of the world's population.

                  On January 31, 1997,  the Company also  completed  the sale of
$60 million of its convertible junior subordinated debentures (the "Debentures")
to two investors,  British Aerospace  Holdings,  Inc. ("British  Aerospace") and
Matra  Marconi  Space UK Limited  ("Matra  Marconi  Space").  British  Aerospace
purchased $50 million of the  Debentures  and Matra Marconi Space  purchased $10
million  of the  Debentures  (collectively,  the  "Debenture  Investments,"  and
together with the Offering,  the  "Financings").  The Debentures  will mature in
2012,  and  will  bear  interest  at a  rate  of  8.75%  per  annum  to be  paid
semi-annually  in arrears solely in Common Stock of the Company.  The Debentures
are subordinated to all other indebtedness of the Company, including the Notes.

                  The   Financings  are  described  in  greater  detail  in  the
Company's  Registration  Statement on Form 424(b)  (Registration No. 333-19167),
which is incorporated herein by reference.
Item 7.           Pro Forma Financial Information and Exhibits

                  (a) Pro Forma Financial Information

                  The pro  forma  financial  information  required  pursuant  to
Article 11 of Regulation S-X is incorporated herein by reference to the material
contained  under  the  caption  "Pro  Forma  Condensed   Consolidated  Financial
Statements"  in Orion  Network  System,  Inc.'s  Registration  Statement on Form
424(b) (Registration No. 333-19167).

                  (b) Exhibits.

10.1              Exchange  Agreement,  dated June  1996,  among  Orion  Network
                  Systems,  Inc.,   International   Satellite  Partners,   L.P.,
                  OrionSat 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. (Incorporated by reference to
                  Exhibit 10 in Current  Report on Form 8-K dated  December  20,
                  1996, of Orion Network Systems, Inc.).

10.2              First  Amendment to Exchange  Agreement,  dated December 1996,
                  among Orion Network  Systems,  Inc.,  International  Satellite
                  Partners,   L.P.,  OrionSat  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.  (Incorporated  by
                  reference  to Exhibit 10.45 in Registration Statement No. 333-
                  19795 on Form S-4 of Orion Newco Services, Inc.).

10.3              Agreement  and Plan of Merger,  dated  January 8, 1997, by and
                  among Orion Network Systems, Inc., Orion Newco Services,  Inc.
                  and Orion Merger Company,  Inc.  (Incorporated by reference to
                  Exhibit 2.1 in  Registration  Statement No.  333-19795 on Form
                  S-4 of Orion Newco Services, Inc.).

10.4              Debenture Purchase  Agreement,  dated January 13, 1997, and as
                  amended  as  of  January  31,  1997,  with  British  Aerospace
                  Holdings, Inc. and Matra Marconi Space UK Limited.

99                Press Release, dated February 3, 1996, regarding the Exchange,
                  the Merger and the Financings.
EXHIBIT INDEX
Exhibit                     Description                                              Page

    10.1          Exchange Agreement dated June 1996
    10.2          First Amendment to Exchange Agreement dated December 1996
    10.3          Agreement and Plan of Merger dated January 8, 1997
    10.4          Debenture  Purchase Agreement dated January 13, 1997, and as 
                  amended January 31, 1997.
    99            Press Release dated February 3, 1997
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:  February 12, 1997           By:/s/  David J. Frear
                                      -------------------
                                       David J. Frear
                                       Vice President, Chief Financial Officer