EXHIBIT 3.4

                               State of Delaware

                        Office of the Secretary of State

                       ---------------------------------

     I, EDWARD J. FREEL,  SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE  CERTIFICATE OF AMENDMENT
OF  "ORION  SATELLITE  CORPORATION",  CHANGING  ITS NAME FROM  "ORION  SATELLITE
CORPORATION"  TO "ORION  NETWORK  SERVICE,  INC.",  FILED IN THIS  OFFICE ON THE
TWENTY-SEVENTH DAY OF JUNE, A.D. 1997, AT 9 O'CLOCK A.M.

     A CERTIFIED COPY OF THIS  CERTIFICATE  HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.




                                                       EDWARD J. FREEL
                                             -----------------------------------
                                             EDWARD J. FREEL, SECRETARY OF STATE

                                             AUTHENTICATION - 8543471
                                                              07-03-97

<PAGE>
                          CERTIFICATE OF AMENDMENT OF
                        CERTIFICATE OF INCORPORATION OF
                          ORION SATELLITE CORPORATION

     Orion Satellite  Corporation,  a corporation,  organized and existing under
the General Corporation Law of the State of Delaware (the  "Corporation"),  does
hereby certify that:

     The amendment to the Certificate of Incorporation  set forth below has been
duly adopted in  accordance  with the  provisions  of Section 242 of the General
Corporation Law of the State of Delaware (the "DGCL");

     1.   The Certificate of  Incorporation of the Corporation is hereby amended
          by striking  Article  FIRST  thereof in its entirety and  inserting in
          lieu thereof the following:

               FIRST:  The name of the  Corporation  is Orion Network  Services,
          Inc.  (hereinafter called the "Corporation").

     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Amendment to be duly executed and acknowledged in accordance with Section 103 of
the DGCL.

                                                     ORION SATELLITE CORPORATION


                                                  By: __________________________
                                                  Name: W. Neil Bauer
                                                  Title: Chief Executive Officer


<PAGE>
                          State of Delaware

                        Office of the Secretary of State

                       ---------------------------------

     I, EDWARD J. FREEL,  SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY  THE  ATTACHED  IS A  TRUE  AND  CORRECT  COPY  OF  THE  CERTIFICATE  OF
INCORPORATION  OF "ORION SATELLITE  CORPORATION",  CHANGING ITS NAME FROM "ORION
SATELLITE CORPORATION", FILED IN THIS OFFICE ON
THE TWENTY-SECOND DAY OF JANUARY, A.D. 1988, AT 10 O'CLOCK A.M.



                                                       EDWARD J. FREEL
                                             -----------------------------------
                                             EDWARD J. FREEL, SECRETARY OF STATE

                                             AUTHENTICATION - 0045198
                                                              10-26-99

<PAGE>
                          CERTIFICATE OF INCORPORATION

                                       OF

                          ORION SATELLITE CORPORATION

     FIRST:  The  name  of  the  Corporation  is  Orion  Satellite   Corporation
(hereinafter called the "Corporation"),

     SECOND:  The registered  office of the Corporation in the State of Delaware
is Corporation  Trust Center,  1209 Orange Street,  Wilmington,  Delaware 19801,
County of New Castle.  The name of the  Corporation's  registered  agent at said
address is The Corporation Trust Company.

     THIRD:  The purpose of the  Corporation  is to engage in any lawful acts or
activities for which corporation may be organized under the General  Corporation
Law of Delaware.

     FOURTH:  The total numaber of shares of stock which the  Corporation  shall
have the authority to issue is One Thousand  (1,000) shares of Common Stock, all
of one class, having a par value of $.01 per share.

     FIFTH: The name and mailing address of the incorporation is John G. Puente,
1350 Piccard Drive, Rockville, MD 20850 (the "Incorporator").

     SIXTH:  The powers of the  Incorporator  shall terminate upon the filing of
this  Certificate  of  Incorporation,  and the  following  persons,  having  the
indicated  mailing  addresses,  shall serve as the directors of the  Corporation
until the first annual meeting of the  stockholders  of the Corporation or until
successor or successors are elected and qualify:

           Name                       Mailing Address
           ----                       ---------------

John G. Puente                        1350 Piccard Drive
                                      Rockville, Maryland 20850

Christopher J. Visas, II              1835 K Street, N.W., Suite 201
                                      Washington, D.C. 20006

C. Elliott Bardsley                   1350 Piccard Drive
                                      Rockville, Maryland 20850

     SEVENTH: The number of directors of the Corporation shall be such number as
from time to time shall be fixed by, or in the manner  provided  in, the by-laws
of the  Corporation.  Unless and except to the  extent  that the  by-laws of the
Corporation shall otherwise require, the election of directors of the Corporaion
need not be by written ballot.

     EIGHT: In furtherance and not in limitation of the powers  conferred by the
laws of the State of  Delaware,  the Board of Directors  of the  Corporation  is
expressly  authorized  and empowered to adopt,  amend and repeal  by-laws of the
Corporation.

     NINTH: No director of the Corporaion  shall be liable to the Corporation or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director,  provided that nothing contained in this Article Ninth shall eliminate
or limit the liability of the director (i) for any breach of the director's duty
of loyalty to the  Corporation or its  stockholders,  (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any  transaction  from  which the  director  derived  an  improper  personal
benefit.

     TENTH:  The  Corporation  reserves the right at any time,  and from time to
time,  to amend,  alter,  change  or  repeal  any  provision  contained  in this
Certificate of Incorpation,  any other provisions  authorized by the laws of the
State of Delaware at the time in force may be added or  inserted,  in the manner
now or hereafter  prescribed by law; and all rights,  preferences and privileges
of whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this  Certificate of  Incorporation in its present
form or as herafeter amended are granted subject to the rights resserved in this
Article Tenth.

     IN WITNESS  WHEREOF,  the undersigned,  being the Incorporator  hereinabove
named,  for the  purpose  of  forming  a  corporation  pursuant  to the  General
Corporation  Law of the  State of  Delaware,  hereby  certifies  that the  facts
hereinabove  stated are truly set forth,  and accordingly I have hereunto set my
hand this 20th day of January, 1987.

                                                  ______________________________
                                                  John G. Puente

<PAGE>
                                State of Delaware

                        Office of the Secretary of State

                        ---------------------------------

     I, EDWARD J. FREEL,  SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY  THE  ATTACHED  IS A  TRUE  AND  CORRECT  COPY  OF  THE  CERTIFICATE  OF
AMENDMENT OF "ORION NETWORK SERVIES, INC.",  CHANGING ITS NAME FROM "ORION
NETWORK SERVICES, INC.",  FILED  IN  THIS  OFFICE  ON THE  SECOND  DAY OF
JUNE, A.D. 1998, AT 11 O'CLOCK A.M.



                                                       EDWARD J. FREEL
                                             -----------------------------------
                                             EDWARD J. FREEL, SECRETARY OF STATE

                                             AUTHENTICATION - 9944562
                                                              08-30-99

<PAGE>
                         CERTIFICATE OF AMENDMENT OF
                        CERTIFICATE OF INCORPORATION OF
                          ORION NETWORK SERVICES, INC.

     Orion Network Services, Inc.,  a corporation,  organized and existing under
the General Corporation Law of the State of Delaware (the  "Corporation"),  does
hereby certify that:

     The amendment to the Certificate of Incorporation  set forth below has been
duly adopted in  accordance  with the  provisions  of Section 242 of the General
Corporation Law of the State of Delaware (the "DGCL");

     1.   The Certificate of  Incorporation of the Corporation is hereby amended
          by striking  Article  FIRST  thereof in its entirety and  inserting in
          lieu thereof the following:

               FIRST:  The name of the  Corporation  is Loral Orion Services,
          Inc.  (hereinafter called the "Corporation").

     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Amendment to be duly executed and acknowledged in accordance with Section 103 of
the DGCL.

                                    ORION OLDCO SERVICES, INC., Sole Stockholder




                                     By: _______________________________________
                                         Name: W. Neil Bauer
                                         Title: Chief Executive Officer