EXHIBIT 3.2

                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                              LORAL CYBERSTAR, INC.
                                      INTO
                           LORAL ORION SERVICES, INC.


     LORAL CYBERSTAR,  INC., a corporation organized and existing under the laws
of the State of Delaware, DOES HEREBY CERTIFY:

     First:  That the Corporation  was  incorporated on the 26th day of October,
1982, pursuant to the General Corporation Law of the State of Delaware.

     Second:  That  immediately  prior  to  the  merger  described  herein,  the
Corporation  owns all of the  outstanding  shares  of the  stock of LORAL  ORION
SERVICES,  INC., a corporation  incorporated  on the 26th day of October,  1982,
pursuant to the General Corporation Law of the State of Delaware.

     Third: That the Corporation,  by the following  resolutions of its Board of
Directors,  duly  adopted at a meeting  held on the 9th day of  December,  1999,
determined to merge itself into said LORAL ORION SERVICES, INC.:

          RESOLVED,  that Loral CyberStar,  Inc. merge, and it hereby does merge
     itself  into said Loral  Orion  Services,  Inc.  which  assumes  all of the
     obligations of Loral CyberStar, Inc.; and it is

          FURTHER  RESOLVED,  that the merger shall be effective at the close of
     the business day on December 31, 1999,  immediately following the merger of
     Orion Oldco Services, Inc. into Loral CyberStar, Inc.; and it is

          FURTHER RESOLVED,  that a proposal be submitted to the stockholders of
     Loral CyberStar,  Inc. to approve the proposed  merger,  and upon receiving
     the  affirmative  vote  of  the  holders  of at  least  a  majority  of the
     outstanding  stock entitled to vote thereon of Loral  CyberStar,  Inc., the
     merger shall be approved; and it is

          FURTHER  RESOLVED,  that the proper officers of the Corporation be and
     such  officer  is hereby  directed  to make and  execute a  Certificate  of
     Ownership  and  Merger  setting  forth a copy of the  resolutions  to merge
     itself  into said Loral  Orion  Services,  Inc.,  and the date of  adoption
     thereof,  and to cause the same to be filed with the Secretary of State and
     to do all acts and things whatsoever, wither within or without the State of
     Delaware, which may be in anyway necessary or proper to effect said merger;
     and it is


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          FURTHER  RESOLVED,  that  the  name of the  surviving  corporation  be
     changed by changing  Article FIRST of the Certificate of  Incorporation  of
     the surviving  corporation to read as follows: "The name of the Corporation
     is Loral CyberStar, Inc."

     Fourth: That the merger has been approved by written consent of the holders
of at least a majority of the  outstanding  stock  entitled  to vote  thereon of
LORAL CYBERSTAR, INC.

     Fifth:  This Certificate of Incorporation of LORAL ORION SERVICES,  INC. is
amended as follows:  Article FIRST of the  Certificate of  Incorporation  of the
surviving  corporation to read as follows: "The name of the Corporation is LORAL
CYBERSTAR, INC."

     Sixth: Anything herein or elsewhere to the contrary  notwithstanding,  this
merger may be amended or  terminated  and abandoned by the Board of Directors of
LORAL CYBERSTAR, INC. at any time prior to the time that this merger being filed
with the Secretary of State becomes effective.

     IN WITNESS  WHEREOF,  said  CORPORATION  has caused this  Certificate to be
signed by Avi Katz, its Vice President and Secretary, this 28th day of December,
1999.

                                          LORAL CYBERSTAR, INC.

                                          By: /s/ Avi Katz
                                             -----------------------------------
                                             Name:  Avi Katz
                                             Title: Vice President and Secretary



Attest:


By:/s/ Janet T. Yeung
   ---------------------------------
   Name:  Janet T. Yeung
   Title: Assistant Secretary