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                                                                 EXHIBIT 10.2.12

                              TWELFTH AMENDMENT TO
                            NOTE AGREEMENT AND WAIVER


               THIS TWELFTH AMENDMENT TO NOTE AGREEMENT AND WAIVER ("TWELFTH
AMENDMENT"), is made and entered into as of the 17th day of January, 2001,
between ORBITAL SCIENCES CORPORATION, a Delaware corporation (the "COMPANY"),
and THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation (the
"PURCHASER").


                                    RECITALS

               A.    The Purchaser is the holder of $6,666,666 15% Senior Notes
of the Company due June 14, 2001 (the "NOTES"). The Company and the Purchaser
are parties to that certain Note Agreement, dated as of June 1, 1995, the First
Amendment to Note Agreement dated as of June 30, 1995, the Second Amendment to
Note Agreement dated as of March 15, 1996, the Third Amendment to Note Agreement
dated as of July 31, 1996, the Fourth Amendment to Note Agreement dated as of
March 31, 1997, the Fifth Amendment to Note Agreement dated as of December 23,
1997, the Sixth Amendment to Note Agreement dated as of August 14, 1998, the
Seventh Amendment to Note Agreement dated as of May 27, 1999, the Eighth
Amendment to Note Agreement dated as of December 20, 1999, the Ninth Amendment
to Note Agreement dated as of January 31, 2000, the Tenth Amendment to Note
Agreement and Extension of Waiver, dated as of February 22, 2000 and the
Eleventh Amendment to Note Agreement and Waiver, dated as of April 12, 2000 (as
amended, supplemented or otherwise modified, the "NOTE AGREEMENT") whereby the
Purchaser purchased the Notes from the Company.

               B.    The Company and the Purchaser entered into that certain
Eleventh Amendment to Note Agreement and Waiver, dated as of April 12, 2000 (the
"ELEVENTH AMENDMENT"), whereby the Purchaser waived certain Defaults or Events
of Default arising or existing under Sections 5.6, 5.7, 5.8, 5.9 and 5.10 of the
Note Agreement until 11:59 p.m. C.S.T. on December 31, 2000. Pursuant to that
certain Letter Agreement, dated as of December 31, 2000, between the Company and
the Purchaser, the date and time of termination of the Default Waiver Term (as
defined in Section 1 of the Eleventh Amendment) was extended to 11:59 p.m.
C.S.T. on January 17, 2000. The Company and the Purchaser now desire to further
extend the waivers of the above-referenced Defaults or Events of Default on the
terms set forth in this Twelfth Amendment.

               C.    In addition, the Company and the Purchaser desire to amend
certain provisions of the Note Agreement as of January 17, 2001 (the "EFFECTIVE
DATE") in the respects, but only in the respects, set forth in this Twelfth
Amendment.

               D.    Capitalized terms used in this Twelfth Amendment have the
respective meanings ascribed thereto in the Note Agreement unless defined in
this Twelfth Amendment or the context otherwise requires.

               NOW, THEREFORE, upon full and complete satisfaction of the
conditions precedent to the effectiveness of this Twelfth Amendment set forth in
Section 4 below, the Company and the Purchaser agree as follows:

               SECTION 1.    WAIVER

               Notwithstanding anything to the contrary set forth in the Note
Agreement, the Notes or any agreement or instrument relating to any of the
foregoing, the Purchaser waives any Default or Event of Default existing or
arising under (a) Section 5.6 of the Note Agreement, (b) Section 5.7 of the Note

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January 17, 2000
Orbital Sciences Corporation
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Agreement, (c) Section 5.8 of the Note Agreement, (d) Section 5.9 of the Note
Agreement, or (e) Section 5.10 of the Note Agreement (collectively, the "DEFAULT
WAIVERS"); provided that the effectiveness of the Default Waivers shall expire
at 11:59 p.m. C.D.T. on June 14, 2001 (the "DEFAULT WAIVER TERM").

               SECTION 2.    AMENDMENTS

               From and after the Effective Date the Note Agreement shall be and
hereby is amended as follows:

               2.1.  Section 5.13(b) of the Note Agreement is hereby amended as
follows:

                     (a)    Subsection (i) of Clause (2) is amended by deleting
        such Subsection (i) and replacing it in its entirety with the following:

                     "(i)   the Company shall have complied with its obligations
               pursuant to Section 5.13(d). "

                     (b)    Subsection (iii) of Clause (2) is amended by
        substituting a period for the semi-colon appearing at the end thereof,
        and deleting the remainder of Clause (2) following such period.

                     2.2.   Section 5.13(c) of the Note Agreement is hereby
        amended as follows:

                     (a)    Subsection (i) of Clause (5) is amended by deleting
        such Subsection (i) and replacing it in its entirety with the following:

                     "(i)   the Company shall have complied with its
               obligations pursuant to Section 5.13(d). "

                     (b)    Subsection (iv) of Clause (5) is amended by
        substituting a period for the semi-colon appearing at the end thereof,
        and deleting the remainder of Clause (5) following such period.


                     2.3.   Section 5.13 of the Note Agreement is hereby amended
        by adding the following new clause (d) immediately following clause (c)
        of such Section:

                     "(d)   In connection with any transaction which results in
        the Company becoming obligated to make a mandatory payment to the Banks
        under the Bank Debt in respect of a commitment reduction thereunder, the
        Company agrees, at the same time such payment is made to the Banks, to
        make a corresponding pro-rata payment to the Purchaser, such payment to
        be applied to reduce the aggregate principal amount outstanding under
        the Notes."

               2.4.  Section 8.1 of the Note Agreement is amended by adding the
following definitions in their proper alphabetical order:

                     ""Bank Debt" shall mean Indebtedness of the Company
        outstanding to the banks party to the Bank Credit Agreement.



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January 17, 2000
Orbital Sciences Corporation
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               SECTION 3.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY

               To induce the Purchaser to execute and deliver this Twelfth
Amendment, the Company represents and warrants to the Purchaser (which
representations will survive the execution and delivery of this Twelfth
Amendment) that:

                      (a)    this Twelfth Amendment has been duly authorized,
        executed and delivered by the Company and constitutes the legal, valid
        and binding obligation of the Company, enforceable against it in
        accordance with its terms, except as enforcement may be limited by
        bankruptcy, insolvency, reorganization, moratorium or similar laws or
        equitable principles relating to fraudulent conveyance or limiting
        creditors' rights generally;

                      (b)    the Note Agreement, as modified by this Twelfth
        Amendment, constitutes the legal, valid and binding obligation of the
        Company, enforceable against it in accordance with its terms, except as
        enforcement may be limited by bankruptcy, fraudulent conveyance,
        insolvency, reorganization, moratorium or similar laws or equitable
        principles relating to or limiting creditors' rights generally;

                      (c)    the execution, delivery and performance by the
        Company of this Twelfth Amendment (i) has been duly authorized by all
        requisite corporate action and, if required, shareholder action, (ii)
        does not require the consent or approval of any governmental or
        regulatory body or agency, and (iii) will not (A) violate (1) any
        provision of law, statute, rule or regulation or its certificate of
        incorporation or bylaws, (2) any order of any court or any rule,
        regulation or order of any other agency or government binding upon it,
        or (3) any material provision of any material indenture, agreement or
        other instrument to which it is a party or by which its properties or
        assets are or may be bound, or (B) result in a material breach or
        constitute (alone or with due notice or lapse of time or both) a default
        under any indenture, agreement or other instrument referred to in clause
        (iii)(A)(3) of this Section 3(c); and

                     (d)     as of the date hereof and after giving effect to
        this Twelfth Amendment, no Default or Event of Default has occurred
        which is continuing.

               SECTION 4.    CONDITIONS AND AGREEMENTS

               Upon fulfillment or receipt of all of the following, as the case
may be, this Twelfth Amendment will on the Effective Date become effective:

                     (a)     executed counterparts of this Twelfth Amendment,
        duly executed by the Company and the Purchaser, have been delivered to
        the Purchaser;

                     (b)     the representations and warranties of the Company
        set forth in Section 3 of this Twelfth Amendment will be true and
        correct on and with respect to the date hereof; and

                     (c)     the Company has obtained any consents or approvals
        required to be obtained from any holder or holders of any outstanding
        security of the Company
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January 17, 2000
Orbital Sciences Corporation
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        and any amendments of agreements pursuant to which any security may have
        been issued which will be necessary to permit the consummation of the
        transactions contemplated by this Twelfth Amendment.

               SECTION 5.    MISCELLANEOUS

               5.1   This Twelfth Amendment will be construed in connection with
the Note Agreement, and except as modified by this Twelfth Amendment, all terms,
conditions and covenants contained in the Note Agreement and the Note are hereby
ratified and will be and remain in full force and effect.

               5.2.  The descriptive headings of the various sections or parts
of this Twelfth Amendment are for convenience only and will not affect the
meaning or construction of any of the provisions hereof.

               5.3.  This Twelfth Amendment will be governed by and construed in
accordance with the internal laws of the State of Illinois.

               5.4.  This Twelfth Amendment may be executed in any number of
counterparts, each executed counterpart constituting an original, but all
together only one agreement.

               IN WITNESS WHEREOF, the Company and the Purchaser have caused
this Twelfth Amendment to be executed and delivered by their respective duly
authorized representatives.


                                            ORBITAL SCIENCES CORPORATION


                                            By:
                                                -----------------------------
                                            Title:


                                            THE NORTHWESTERN MUTUAL LIFE
                                                          INSURANCE COMPANY



                                            By:
                                                -----------------------------
                                                Its Authorized Representative






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