SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):        Commission File Number:
             MARCH 20, 1998                                      000-22085


                        LORAL ORION NETWORK SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)


          DELAWARE                                              52-2008654
(State or other jurisdiction                                   (IRS Employer
      of incorporation)                                   Identification Number)


                             2440 RESEARCH BOULEVARD
                                    SUITE 400
                            ROCKVILLE, MARYLAND 20850
              (Address of principal executive offices) (Zip Code)


               Registrant's telephone number, including area code:
                                 (301) 258-8101


                           ORION NETWORK SYSTEMS, INC.
          (Former name or former address, if changed since last report)






                        LORAL ORION NETWORK SYSTEMS, INC.

ITEM 5  OTHER EVENTS

     On March 20, 1998,  Orion Network Systems,  Inc.  ("Orion") was acquired by
Loral Space & Communications Ltd.  ("Loral"),  through the merger (the "Merger")
of a wholly owned  subsidiary of Loral,  Loral  Satellite  Corporation  ("Merger
Sub"), with and into Orion. Orion was the surviving  corporation (the "Surviving
Corporation")  of the Merger and thereby  became a subsidiary  of Loral.  At the
effective  time of the Merger,  Orion  changed its name to "Loral Orion  Network
Systems, Inc."

     As a result of the Merger,

     (i)  each share of common stock, par value $.01 per share, of Orion ("Orion
          Common Stock"), excluding treasury shares and shares owned by Loral or
          its  subsidiaries,  was converted  into and exchanged for the right to
          receive  .71553 fully paid and  nonassessable  shares of common stock,
          par value $.01 per share, of Loral ("Loral Common Stock"),

     (ii) each share of  preferred  stock,  par value  $.01 per share,  of Orion
          ("Orion  Preferred  Stock") was  converted  into and exchanged for the
          right to receive .71553 fully paid and  nonassessable  shares of Loral
          Common  Stock for each  share of Orion  Common  Stock  into which such
          share of Orion Preferred Stock was  convertible  immediately  prior to
          the Merger,

     (iii)each outstanding stock option to purchase shares of Orion Common Stock
          was converted  into an option to acquire .71553 shares of Loral Common
          Stock  multiplied  by the number of shares of Orion  Common  Stock for
          which such option was exercisable,

     (iv) each outstanding  warrant to purchase shares of Orion Common Stock was
          converted  into a warrant to  acquire  .71553  shares of Loral  Common
          Stock  multiplied  by the number of shares of Orion  Common  Stock for
          which such warrant was  exercisable  immediately  prior to the Merger,
          and

     (v)  each outstanding share of Orion Common Stock and Orion Preferred Stock
          owned by Loral or any of its subsidiaries was converted into the right
          to receive enough shares in the Surviving  Corporation as necessary in
          order to  ensure  that such  entity's  proportionate  interest  in the
          Surviving  Corporation




     immediately after the Merger is as it was in Orion  immediately  before the
     Merger.

     Following  the  Merger the  capital  stock of Orion  ceased to be  publicly
traded.  However,  Orion continues to have registered bonds outstanding and will
continue to file various reports with the Securities and Exchange Commission.

     The Merger was  effected  pursuant to that  certain  Agreement  and Plan of
Merger,  dated as of October 7, 1997, as amended February 11, 1998 and March 20,
1998 (the "Merger Agreement"), by and among Orion, Loral and Merger Sub, and the
related  certificate  of merger  between  Orion and  Merger  Sub filed  with the
Secretary of State of the State of Delaware on March 20, 1998.

     The foregoing description of the Merger does not purport to be complete and
is  qualified  in its  entirety  by  the  terms  and  conditions  of the  Merger
Agreement, filed as Exhibits 2.1 and 2.2 to Registration Statement No. 333-46407
on Form S-4.








                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                   LORAL ORION NETWORK SYSTEMS, INC.


Date:  March 23, 1998              By:         /s/ James B. Kaufman
                                        ----------------------------------------
                                         Vice President and Assistant Secretary