Exhibit 3.2.1
FORM NO. 7a                                         Registration No. EC 12558






                                     BERMUDA



                            CERTIFICATE OF DEPOSIT OF
                     MEMORANDUM OF INCREASE OF SHARE CAPITAL


        THIS IS TO CERTIFY that a Memorandum of Increase of Share Capital
                                       of

                        LORAL SPACE & COMMUNICATIONS LTD.

   was delivered to the Registrar of Companies on the 27th day of May, 1997 in

      accordance with section 45(3) of the Companies Act 1981 ("the Act").



                                                 Given under my hand this 29th

                                                 day of May, 1997




                                                 for Registrar of Companies


Capital prior to increase: US$9,007,500.00

Amount of increase:        US$   200,000.00

Present Capital:           US$9,207,500.00