EXHIBIT 3.1


                              CERTIFICATE OF MERGER

                                       OF

                           LORAL SATELLITE CORPORATION

                                      INTO

                           ORION NETWORK SYSTEMS, INC.

     The undersigned corporation,  organized and existing under and by virtue of
the Delaware General Corporation Law, does hereby certify:

     First:  That the  name  and  state  of  incorporation  of each  constituent
corporations to the Merger are as follows:

         Name                                           State of Incorporation
         ----                                           ----------------------
         Loral Satellite Corporation                          Delaware

         Orion Network Systems, Inc.                          Delaware

     SECOND:  That an Agreement  and Plan of Merger dated as of October 7, 1997,
as amended (the "Merger Agreement"),  by and among Loral Satellite  Corporation,
Orion Network Systems,  Inc., and Loral Space &  Communications  Ltd., a Bermuda
company,  has been approved,  adopted,  certified,  executed and acknowledged by
each of the  constituent  corporations  in accordance  with the  requirements of
Section 251 of the Delaware General Corporation Law.

     THIRD:  That the name of the surviving  corporation  of the merger is Orion
Network Systems, Inc. (the "Surviving Corporation"), which name shall be changed
to Loral Orion Network Systems, Inc.

     FOURTH: That the Certificate of Incorporation of the Surviving  Corporation
shall be amended and restated in its entirety as set forth on Exhibit A hereto.

     FIFTH:  That the executed  Merger  Agreement is on file at an office of the
Surviving Corporation located at 2440 Research Boulevard,  Suite 400, Rockville,
Maryland 20850.


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     SIXTH:  That a copy  of the  Merger  Agreement  will  be  furnished  by the
Surviving  Corporation,  on request and without cost, to any  stockholder of the
constituent corporations

          IN WITNESS  WHEREOF,  Orion  Network  Systems,  Inc.  has caused  this
Certificate of Merger to be signed by David J. Frear,  its  authorized  officer,
this 20th day of March 1998.


                                       ORION NETWORK SYSTEMS, INC.

                                       By:
                                          --------------------------------------
                                          David J. Frear
                                          Senior Vice President, Chief Financial
                                          Officer and Treasurer





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                                    Exhibit A

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                        LORAL ORION NETWORK SYSTEMS, INC.


1.   The name of the  corporation  (the  "Corporation")  is Loral Orion  Network
Systems, Inc.

2.   The address of the  registered  office of the  Corporation  in the State of
Delaware is 1209 Orange Street in the City of Wilmington,  County of New Castle.
The name of the  registered  agent of the  Corporation  at such  address  is The
Corporation Trust Company.

3.   The nature of the  business of, and the purpose to be conducted or promoted
by,  the  Corporation  is to  engage in any  lawful  act or  activity  for which
corporations may be organized under the Delaware General Corporation Law.

4.   The  total  number of shares of stock  which  the  Corporation  shall  have
authority to issue is one thousand  (1,000)  shares of Common  Stock,  par value
$.01 per share.

5.   In furtherance and not in limitation of the power conferred by statute, the
by-laws of the  Corporation  may be made,  altered,  amended or  repealed by the
stockholders or by a majority of the entire board of directors.

6.   Whenever a compromise or arrangement is proposed  between this  Corporation
and its creditors or any class of them and/or between this  Corporation  and its
stockholders  or any class of them, any court of equitable  jurisdiction  within
the  State  of  Delaware  may,  on the  application  in a  summary  way of  this
Corporation or of any creditor or stockholder  thereof or on the  application of
any receiver or receivers appointed for this Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of Title 8 of the Delaware  Code,  order a meeting
of the creditors or class of creditors,  and/or of the  stockholders or class of
stockholders  of this  Corporation,  as the case may be, to be  summoned in such
manner  as  the  said  court  directs.  If a  majority  in  number  representing
three-fourths  in value of the  creditors or class of  creditors,  and/or of the
stockholders or class of stockholders of this  Corporation,  as the case may be,
agree  to any  compromise  or  arrangement  and to any  reorganization  of  this
Corporation  as  consequence  of  such  compromise  or  arrangement,   the  said
compromise or arrangement and the said reorganization


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shall,  if sanctioned by the court to which the said  application has been made,
be  binding  on  all  the  creditors  or  class  of  creditors,  and/or  on  all
stockholders or class of stockholders of this  Corporation,  as the case may be,
and also on this Corporation.

7.   Elections of directors need not be by written ballot.

8.   Indemnification.

     A. Authorization of  Indemnification.  Each person who was or is a party or
is threatened to be made a party to or is involved in any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  and whether by or in the right of the Corporation or otherwise (a
"proceeding"),  by reason of the fact that he or she,  or a person of whom he or
she  is the  legal  representative,  is or  was a  director  or  officer  of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan, shall be (and shall be deemed to have a contractual right
to be) indemnified  and held harmless by the  Corporation  (and any successor to
the Corporation by merger or otherwise) to the fullest extent authorized by, and
subject to the conditions and (except as provided  herein)  procedures set forth
in the Delaware General  Corporation Law, as the same exists or may hereafter be
amended  (but any such  amendment  shall not be deemed to limit or prohibit  the
rights  of  indemnification  hereunder  for past acts or  omissions  of any such
person insofar as such amendment limits or prohibits the indemnification  rights
that said law permitted  the  Corporation  to provide prior to such  amendment),
against  all  expenses,  liabilities  and  losses  (including  attorney's  fees,
judgments,  fines,  ERISA taxes or  penalties  and amounts paid or to be paid in
settlement)  reasonably  incurred  or  suffered  by such  person  in  connection
therewith;  provided,  however,  that the  Corporation  shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person  (except for a suit or action  pursuant to subsection B
only if such  proceeding  (or  part  thereof)  was  authorized  by the  board of
directors of the  Corporation.  Persons who are not directors or officers of the
Corporation  may be  similarly  indemnified  in respect  of such  service to the
extent authorized at any time by the board of directors of the Corporation.  The
indemnification  conferred in this  subsection A also shall include the right to
be  paid  by the  Corporation  (and  such  successor)  the  expenses  (including
attorney's  fees)  incurred in the defense of or other  involvement  in any such
proceeding  in  advance  of its final  disposition  (including  in the case of a
director or former director expenses of separate legal counsel,  up to a maximum
of $50,000,  but only in the event that the  director or former  director as the
indemnified party reasonably determines, assuming an outcome unfavorable to such
indemnified  party, that there is a reasonable  probability that such proceeding
may materially and adversely affect such indemnified party, or that there may be
legal defenses available to such indemnified


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party  that  are  different  from  or in  addition  to  those  available  to the
Corporation); provided, however, that, if and to the extent the Delaware General
Corporation  Law requires,  the payment of such expenses  (including  attorney's
fees) incurred by a director or officer in advance of the final disposition of a
proceeding shall be made only upon delivery to the Corporation of an undertaking
by or on behalf of such  director  or  officer  to repay all  amounts so paid in
advance if it shall  ultimately be  determined  that such director or officer is
not  entitled  to be  indemnified  under this  subsection  A or  otherwise;  and
provided further, that, such expenses incurred by other employees and agents may
be so paid in advance  upon such terms and  conditions,  if any, as the board of
directors deems appropriate.

     B. Right of Claimant to Bring Action  against the  Corporation.  If a claim
under subsection A of this section is not paid in full by the Corporation within
sixty days  after a written  claim has been  received  by the  Corporation,  the
claimant may at any time  thereafter  bring an action against the Corporation to
recover the unpaid  amount of the claim and, if  successful in whole or in part,
the claimant shall be entitled to be paid also the expenses of prosecuting  such
action.  It shall be a defense to any such action (other than an action  brought
to enforce a claim for expenses  incurred in connection  with any  proceeding in
advance of its final  disposition  whether the required  undertaking,  if any is
required,  has been tendered to the  Corporation)  that the claimant has not met
the standards of conduct which make it  permissible  under the Delaware  General
Corporation  Law for the  Corporation  to indemnify  the claimant for the amount
claimed or is otherwise not entitled to  indemnification  under  subsection A of
this section but the burden of proving such defense shall be on the Corporation.
The  failure of the  Corporation  (in the  manner  provided  under the  Delaware
General  Corporation  Law) to have  made a  determination  prior to or after the
commencement  of such action that  indemnification  of the claimant is proper in
the circumstances  because he or she has met the applicable  standard of conduct
set forth in the Delaware General  Corporation Law shall not be a defense to the
action or create a  presumption  that the  claimant  has not met the  applicable
standard of conduct.  An actual  determination by the Corporation (in the manner
provided under the Delaware  General  Corporation Law) after the commencement of
such action that the  claimant has not met such  applicable  standard of conduct
shall not be a defense to the action,  but shall create a  presumption  that the
claimant has not met the applicable standard of conduct.

     C.  Non-exclusivity.  The rights to indemnification  and advance payment of
expenses  provided by subsection A of this section shall not be deemed exclusive
of any other rights to which those seeking  indemnification  and advance payment
of expenses may be entitled under any bylaw, agreement,  vote of stockholders or
disinterested  directors or otherwise,  both as to action in his or her official
capacity and as to action in another capacity while holding such office.


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     D. Survival of Indemnification.  The indemnification and advance payment of
expenses and rights thereto provided by, or granted pursuant to, subsection A of
this section  shall,  unless  otherwise  provided  when  authorized or ratified,
continue  as to a person who has ceased to be a director,  officer,  employee or
agent and shall inure to the  benefit of the  personal  representatives,  heirs,
executors and administrators of such person.

     E.  Insurance.  The  Corporation  shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a  director,  officer,  employee  or agent  of  another  corporation  or of a
partnership,  joint venture,  trust or other  enterprise,  against any liability
asserted against such person or incurred by such person in any such capacity, or
arising out of such person's  status as such, and related  expenses,  whether or
not the  Corporation  would have the power to indemnify such person against such
liability under the provisions of the Delaware General Corporation Law.





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