8-A12G

FORM 8-A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FOR REGISTRATION OF CERTAIN CLASSES OR SECURITIES

PURSUANT TO SECTION 12(B) OR (G) OF THE

SECURITIES EXCHANGE ACT OF 1934

WorldSpace, Inc.

(Exact name of registrant as specified in its charter)

Delaware	52-1732881
(State of incorporation or organization)	(I.R.S. Employer Identification No.)
2400 N Street, N.W., Washington D.C.	20037
(Address of principal executive offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act: None.

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  ¨

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  x

Securities Act registration statement file number to which this form relates: 333-124044

Securities to be registered pursuant to Section 12(g) of the Act:

Class A Common Stock, par value $0.01 per share

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

This Registration Statement relates to the registration under the Securities Exchange Act of 1934, as amended, of the Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of WorldSpace, Inc., a Delaware corporation (the “Registrant”). The description of the Class A Common Stock to be registered hereunder is set forth under the caption “Description of capital stock” contained in the Registration Statement on Form S-1, as amended, filed with the Securities and Exchange Commission (File No. 333-124044), which description is incorporated by reference herein.

Item 2. Exhibits.

The Class A Common Stock described herein is to be registered on the NASDAQ National Market. The following exhibits defining the rights of our stockholders are filed herewith or incorporated by reference, as indicated below:

1. Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1(a) of the Registrant’s Statement on Form S-1 (SEC File No. 333-124044)).

2. Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1(b) of Amendment No. 6 to the Registrant’s Statement on Form S-1 (SEC File No. 333-124044)).

3. Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1(c) of Amendment No. 6 to the Registrant’s Statement on Form S-1 (SEC File No. 333-124044)).

4. By-Laws of the Company (incorporated by reference to Exhibit 3.2 of the Registrant’s Statement on Form S-1 (SEC File No. 333-124044)).

5. Registration Rights Agreement dated December 30, 2004 among the Company, Highbridge International LLC, Amphora Limited, OZ Master Fund, Ltd., AG Offshore Convertibles, Ltd., AG Domestic Convertibles, L.P., Citadel Equity Fund Ltd., and Citadel Credit Trading Ltd. (incorporated by reference to Exhibit 4.2 of the Registrant’s Statement on Form S-1 (SEC File No. 333-124044)).

6. Registration Rights Agreement dated July 18, 2005 between the Company and XM Satellite Radio Holdings Inc. (incorporated by reference to Exhibit 4.4 of Amendment No. 6 to the Registrant’s Statement on Form S-1 (SEC File No. 333-124044)).

7. Form of stock certificate relating to Class A Common Stock*

*Filed herewith.

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: July 29, 2005

WORLDSPACE, INC.
By:	/s/ Donald J. Frickel
	Donald J. Frickel
	Executive Vice President

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EXHIBIT INDEX

1. Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1(a) of the Registrant’s Statement on Form S-1 (SEC File No. 333-124044)).

2. Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1(b) of Amendment No. 6 to the Registrant’s Statement on Form S-1 (SEC File No. 333-124044)).

3. Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1(c) of Amendment No. 6 to the Registrant’s Statement on Form S-1 (SEC File No. 333-124044)).

4. By-Laws of the Company (incorporated by reference to Exhibit 3.2 of the Registrant’s Statement on Form S-1 (SEC File No. 333-124044)).

5. Registration Rights Agreement dated December 30, 2004 among the Company, Highbridge International LLC, Amphora Limited, OZ Master Fund, Ltd., AG Offshore Convertibles, Ltd., AG Domestic Convertibles, L.P., Citadel Equity Fund Ltd., and Citadel Credit Trading Ltd. (incorporated by reference to Exhibit 4.2 of the Registrant’s Statement on Form S-1 (SEC File No. 333-124044)).

6. Registration Rights Agreement dated July 18, 2005 between the Company and XM Satellite Radio Holdings Inc. (incorporated by reference to Exhibit 4.4 of Amendment No. 6 to the Registrant’s Statement on Form S-1 (SEC File No. 333-124044)).

7. Form of stock certificate relating to Class A Common Stock*

*Filed herewith.

EX-7

Exhibit 7

Number	Shares
WA

WORLDSPACE, INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

CLASS A	SEE REVERSE FOR CERTAIN DEFINITIONS
COMMON STOCK	CUSIP NO. 981579 10 5

THIS CERTIFIES THAT

IS THE RECORD HOLDER OF

FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.01 PER SHARE OF THE CLASS A COMMON STOCK OF

WORLDSPACE, INC.

Transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.

This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:

	WORLDSPACE, INC. CORPORATE SEAL 2004 DELAWARE
/sig/		/sig/
CHAIRMAN & CEO		EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL & SECRETARY

COUNTERSIGNED AND REGISTERED

AMERICAN STOCK TRANSFER & TRUST COMPANY

TRANSFER AGENT AND REGISTRAR

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	—	as tenants in common	UNIF GIFT MIN ACT -                      Custodian
TEN ENT	—	as tenants by the entireties	(Cust)                                         (Minor)
JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	under Uniform Gifts to Minors Act                                                                                                                                                     (State)
			UNIF TRF MIN ACT -                      Custodian (until age     )
			(Cust)
			under Uniform Transfers
			(Minor)
			to Minors Act
			(State)

                                  Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED,                  hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

Shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated                                     

X

X

NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed
By
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.