S-3

As filed with the Securities and Exchange Commission on July 30, 2007

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WORLDSPACE, INC.

(Exact name of registrant as specified in its charter)

State of Delaware	52-1732881
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

8515 Georgia Avenue, Silver Spring, MD	20910
(Address of Principal Executive Offices)	(Zip Code)

(301) 960-1200

(Registrant’s telephone number, including area code)

Donald J. Frickel, Esq.

Executive Vice President, General Counsel and Secretary

WorldSpace, Inc.

8515 Georgia Avenue, Silver Spring, MD 20910

(301) 960-1200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Jeffrey E. Cohen, Esq.

Baker & McKenzie LLP

1114 Avenue of the Americas

New York, NY 10036

(212) 626-4936

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.   x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   ¨

If this Form is a post effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.   ¨

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee(3)
Class A Common Stock, par value $0.01 per share(4)	3,176,471	$4.25	$13,500,001.75	$414.45

(1) All of the shares of the Registrant’s Class A Common Stock, par value $0.01 per share, offered hereby are being offered for the account of selling stockholders named in this prospectus. Pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of Class A Common Stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purpose of calculating the registration fee and computed based upon an exercise price of $4.25 per share.

(3) Calculated at a rate of $30.70 per million pursuant to SEC Fee Rate Advisory #6 for Fiscal Year 2007.

(4) Represents 120% of the shares of Class A Common Stock subject to warrants.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated July 30, 2007

PRELIMINARY PROSPECTUS

3,176,471 Shares

Class A Common Stock

This prospectus relates to the registration of 3,176,471 shares of our Class A Common Stock which represent 120% of the 2,647,059 shares of our Class A Common Stock which are issuable upon any exercise of our outstanding warrants issued June 1, 2007. None of such warrants has been exercised for shares of our Class A Common Stock as of the date hereof. The shares issuable upon exercise of the warrants are being registered, pursuant to the requirements of a registration rights agreement dated June 1, 2007 among the Company and the holders of the warrants, to permit the warrant holders, upon exercise of the warrants, to sell the shares from time to time in the public market.

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares hereunder.

The shares of Class A Common Stock covered by this prospectus may be offered or sold from time to time directly to purchasers or through agents, underwriters, brokers or dealers at prevailing market or privately negotiated prices and on other terms to be determined at the time of sale. See “Plan of Distribution.”

Our Class A Common Stock is listed on the Nasdaq Global Market under the trading symbol “WRSP.” On July 27, 2007, the last reported sale price of our Class A Common Stock was $4.80 per share.

Investing in our Class A Common Stock involves a high degree of risk. Before buying any shares, you should carefully read the discussion of material risks of investing in our common stock beginning on page 25 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and any risk factors set forth in our other filings with the Securities and Exchange Commission (“SEC”) pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is                     , 2007.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus may contain or incorporate by reference information that includes or is based upon forward-looking statements. These statements may relate to our growth strategy and our future financial performance, including our operations, economic performance, financial condition and prospects, and other future events. We generally identify forward-looking statements by using such words as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “seek,” “should,” “will,” or variations of such words or other similar expressions and the negatives of such words. These forward-looking statements are only predictions and are based on our current expectations.

In addition, a number of known and unknown risks, uncertainties and other factors could affect the accuracy of these statements, including the risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and any risk factors set forth in our other filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act. Some of the more significant known risks that we face are uncertainty regarding market acceptance of our products and services and our ability to generate revenue or profit. Other important factors to consider in evaluating our forward-looking statements include:

• our possible inability to execute our strategy due to changes in our industry or the economy generally;

• our possible inability to execute our strategy due to changes in political, economic and social conditions in the markets in which we operate;

• uncertainties associated with currency exchange fluctuations;

• changes in laws and regulations governing our business and operations or permissible activities;

• changes in our business strategy; and

• the success of our competitors and the emergence of new competitors.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee our future results, levels of activity or performance. Any or all of our forward-looking statements in this prospectus may turn out to be inaccurate. We have based these forward-looking statements on our current expectations and projections about future events and financial, political and social trends and assumptions we made based on information currently available to us. These statements may be affected by inaccurate assumptions we might have made or by known or unknown risks and uncertainties, including the risks and uncertainties described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and any risk factors set forth in our other filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act. In light of these assumptions, risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur as contemplated, and actual results could differ materially from those anticipated or implied by the forward-looking statements.

Forward-looking statements contained herein speak only as of the date of this prospectus. Unless required by law, we undertake no obligation to update publicly or revise any forward- looking statements to reflect new information or future events or otherwise. You should, however, review the factors and risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and any risk factors set forth in our other filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act. See “Where You Can Find More Information” and “Incorporation by Reference” elsewhere in this prospectus.

1

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the SEC using a “shelf” registration process. Under this shelf process, the selling stockholders may, from time to time, sell Class A Common Stock in one or more offerings. You should read this prospectus together with additional information described in “Where You Can Find More Information” and “Incorporation by Reference” elsewhere in this prospectus.

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.

You should not assume that the information in this prospectus is accurate after the date of this prospectus. Our business, financial condition and results of operations and prospects may have changed since that date.

OUR COMPANY

We are a global media and entertainment company which provides satellite-based digital radio services.

Our principal executive office is located at 8515 Georgia Avenue, Silver Spring, Maryland 20910 and our telephone number at that office is (301) 960-1200. Our website is located at www.worldspace.com. Information contained on our website is not part of, and is not incorporated into, this prospectus.

THE OFFERING

Shares of Class A Common Stock outstanding prior to exercise of warrants held by the selling stockholders(1)	40,396,844
Shares of Class A Common Stock that may be offered by selling stockholders, upon exercise of warrants(2)	3,176,471
Shares of Class A Common Stock to be outstanding following exercise of warrants(1)	43,573,315
Use of proceeds	We will not receive any proceeds from the sale of shares by the selling stockholders.
Selling Stockholders	See “Selling Stockholders” for information concerning the stockholders who may sell shares of our Class A Common Stock pursuant to this prospectus.
Plan of distribution	See “Plan of Distribution.”
Nasdaq Global Market symbol	WRSP

(1) Based on the number of shares of Class A Common Stock outstanding as of July 27, 2007.

(2) Represents the number of shares of Class A Common Stock issuable upon exercise of warrants at the current exercise price of $4.25 per share plus an additional 20% of such number of shares to cover future adjustments, if any.

RISK FACTORS

You should carefully consider the specific risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and any risk factors set forth in our other filings with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act before making an investment decision. See “Where You Can Find More Information” and “Incorporation by Reference” elsewhere in this prospectus.

2

USE OF PROCEEDS

We will not receive any proceeds from any sale of Class A Common Stock by the selling stockholders.

SELLING STOCKHOLDERS

The shares of Class A Common Stock being offered by the selling stockholders are issuable upon exercise of warrants issued by our Company to the selling stockholders on June 1, 2007 (the “Warrants”). The Warrants may, at the option of each holder, be exercised for shares of our Class A Common Stock at any time until June 1, 2012. The exercise price for the Warrants is $4.25 per share, subject to customary anti-dilution adjustments.

When we refer to “selling stockholders” in this prospectus, we mean those persons listed in the table below, and the pledgees, donees, permitted transferees, assignees, successors and others who later come to hold any of the selling stockholders’ interests in such shares of our Class A Common Stock other than through a public sale.

We are registering the shares of Class A Common Stock in order to permit the selling stockholders to offer the shares issuable upon exercise of the Warrants for resale from time to time.

Except for the ownership of certain senior first lien notes, amended and restated convertible notes and the aforesaid Warrants issued pursuant to those certain Amendment, Redemption and Exchange Agreements by and among our Company and each of selling stockholders, the selling stockholders have not had any material relationship with us within the past three years, other than the relationships and transactions contemplated by that certain Securities Purchase Agreement dated as of December 30, 2004 by and among the Company and certain of the selling stockholders.

The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of Class A Common Stock by each of the selling stockholders. The second column lists the number of shares of Class A Common Stock beneficially owned by each selling stockholder, based on its ownership of the amended and restated convertible notes and the Warrants, as of July 27, 2007, assuming conversion of all amended and restated convertible notes and exercise of all of the Warrants held by the selling stockholders on that date, without regard to any limitations on conversion or exercise. The beneficial ownership of our Class A Common Stock set forth in the table is determined in accordance with the rules of the SEC.

The third column lists the shares of Class A Common Stock issuable upon the exercise of the Warrants which are being offered by this prospectus by each selling stockholder. In accordance with the terms of a registration rights agreement among the Company and the selling stockholders, this prospectus generally covers the resale of 120% of the number of shares of Class A Common Stock issued or issuable upon exercise of the Warrants as of the trading day immediately preceding the date the registration statement of which this prospectus forms a part is initially filed with the SEC. Because the number of shares issuable upon exercise of the Warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares set forth in the third column.

3

The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus.

We have agreed to keep the registration statement of which this prospectus forms a part effective until the earlier of (x) such time as the Warrant holders are eligible to sell all of their shares issuable upon exercise of the Warrants in a sale pursuant to Section 144(k) of the Securities Act and (y) the date that all of the shares covered by this prospectus have been sold.

Under the terms of the amended and restated convertible notes and the Warrants, a selling stockholder may not convert the amended and restated convertible notes or exercise the Warrants to the extent such conversion or exercise would cause such selling stockholder, together with its affiliates, to beneficially own a number of shares of Class A Common Stock which would exceed 9.99% of our then outstanding shares of Class A Common Stock following such conversion or exercise, excluding for purposes of such determination shares of Class A Common Stock issuable upon conversion of the amended and restated convertible notes which have not been converted and upon exercise of the Warrants that have not been exercised. The number of shares in the second column does not reflect this limitation. The selling stockholders may sell all, some or none of the shares issuable upon exercise of the Warrants in this offering. See “Plan of Distribution.”

Name of Selling Stockholder	Number of Shares Owned Prior to Offering(1)	Maximum Number of Shares to be Sold Pursuant to this Prospectus(2)	Number of Shares of Owned After Offering	Percent of Class Owned After Offering
Citadel Equity Fund Ltd.(3)	8,144,956	1,496,015	6,648,941	14.1%
Highbridge International LLC(4)	6,041,253	1,127,135	4,914,118	10.8%
OZ Master Fund, Ltd.(5)	1,673,518	307,400	1,366,118	3.3%
AG Offshore Convertibles, Ltd.(6)	1,056,509	245,921	810,588	2.0%

(1) Includes shares of Class A Common Stock issuable upon conversion of amended and restated convertible notes and 120% of the shares of Class A Common Stock issuable upon exercise of the Warrants.

(2) Represents 120% of the number of shares of Class A Common Stock issuable upon exercise of the Warrants.

(3) The shares attributed to Citadel Equity Fund Ltd. include 6,648,941 shares of Class A Common Stock issuable upon conversion of amended and restated convertible notes and 120% of the 1,246,679 shares of Class A Common Stock issuable upon exercise of the Warrants. Under the terms of the amended and restated convertible notes and the Warrants, Citadel Equity Fund Ltd. may not convert the amended and restated convertible notes or exercise the Warrants to the extent such conversion or exercise would cause Citadel Equity Fund Ltd., together with its affiliates, to beneficially own a number of shares of Class A Common Stock which would exceed 9.99% of our then outstanding shares of Class A Common Stock following such conversion or exercise (excluding for purposes of such determination shares of Class A Common Stock issuable upon conversion of the amended and restated convertible notes which have not been converted and upon exercise of the Warrants which have not been exercised). The address of Citadel Equity Fund Ltd. is c/o Citadel Limited Partnership, 131 S. Dearborn Street, Chicago, Illinois 60603.

(4) The shares attributed to Highbridge International LLC include 4,914,118 shares of Class A Common Stock issuable upon conversion of amended and restated convertible notes and 120% of the 939,279 shares of Class A Common Stock issuable upon exercise of the Warrants. Under the terms of the amended and restated convertible notes and the Warrants, Highbridge International LLC may not convert the amended and restated convertible notes or exercise the Warrants to the extent such conversion or exercise would cause Highbridge International LLC, together with its affiliates, to beneficially own a number of shares of Class A Common Stock which would exceed 9.99% of our then outstanding shares of Class A Common Stock following such conversion or exercise (excluding for purposes of such determination shares of Class A Common Stock issuable upon conversion of the amended and restated convertible notes which have not been converted and upon exercise of the Warrants which have not been exercised). The address of Highbridge International LLC is c/o Highbridge Capital Management, LLC, 9 West 57th Street, 27th

4

Floor, New York, New York 10019. Highbridge Capital Management, LLC is the trading manager of Highbridge International LLC and has voting control and investment discretion over securities held by Highbridge International LLC. Glenn Dubin and Henry Swieca control Highbridge Capital Management, LLC. Each of Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca disclaim beneficial ownership of the securities held by Highbridge International LLC.

(5) The shares attributed to OZ Master Fund, Ltd. include 1,366,118 shares of Class A Common Stock issuable upon conversion of amended and restated convertible notes and 120% of the 256,167 shares of Class A Common Stock issuable upon exercise of the Warrants. Under the terms of the amended and restated convertible notes and the Warrants, OZ Master Fund, Ltd. may not convert the amended and restated convertible notes or exercise the Warrants to the extent such conversion or exercise would cause OZ Master Fund, Ltd., together with its affiliates, to beneficially own a number of shares of Class A Common Stock which would exceed 9.99% of our then outstanding shares of Class A Common Stock following such conversion or exercise (excluding for purposes of such determination shares of Class A Common Stock issuable upon conversion of the amended and restated convertible notes which have not been converted and upon exercise of the Warrants which have not been exercised). The address of OZ Master Fund, Ltd. is c/o OZ Management LP, c/o Goldman Sachs (Cayman) Trust, Ltd. Harbour Centre, P.O. Box 896, George Town, Grand Cayman, The Cayman Islands. Daniel S. Och, as senior managing member of Och-Ziff GP LLC, the general partner of OZ Management LP, the investment manager of OZ Master Fund, Ltd., may be deemed to have investment and/or voting control of the shares held by OZ Master Fund, Ltd.

(6) The shares attributed to AG Offshore Convertibles, Ltd. include 810,588 shares of Class A Common Stock issuable upon conversion of amended and restated convertible notes and 120% of the 204,934 shares of Class A Common Stock issuable upon exercise of the Warrants. Under the terms of the amended and restated convertible notes and the Warrants, AG Offshore Convertibles, Ltd. may not convert the amended and restated convertible notes or exercise the Warrants to the extent such conversion or exercise would cause AG Offshore Convertibles, Ltd., together with its affiliates, to beneficially own a number of shares of Class A Common Stock which would exceed 9.99% of our then outstanding shares of Class A Common Stock following such conversion or exercise (excluding for purposes of such determination shares of Class A Common Stock issuable upon conversion of the amended and restated convertible notes which have not been converted and upon exercise of the Warrants which have not been exercised). The address of AG Offshore Convertibles, Ltd. is c/o Angelo, Gordon & Co., L.P., 245 Park Avenue, 26th Floor, New York, New York 10167.

5

PLAN OF DISTRIBUTION

We are registering the shares of Class A Common Stock issuable upon exercise of the warrants to permit the resale of these shares of Class A Common Stock by the holders of the warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of Class A Common Stock. “Selling stockholders” means those persons listed in the table above, and the pledgees, donees, permitted transferees, assignees, successors and others who later come to hold any of the selling stockholders’ interests in such shares of our Class A Common Stock other than through a public sale. We will bear all fees and expenses incident to our obligation to register the shares of Class A Common Stock.

The selling stockholders may sell all or a portion of the shares of Class A Common Stock beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of Class A Common Stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of Class A Common Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions,

• on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

• in the over-the-counter market;

• in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

• through the writing of options, whether such options are listed on an options exchange or otherwise;

• ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

• block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

• an exchange distribution in accordance with the rules of the applicable exchange;

• privately negotiated transactions;

• short sales;

• sales pursuant to Rule 144;

• broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

• a combination of any such methods of sale; and

• any other method permitted pursuant to applicable law.

6

If the selling stockholders effect such transactions by selling shares of Class A Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of Class A Common Stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of Class A Common Stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of Class A Common Stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of Class A Common Stock short and deliver shares of Class A Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of Class A Common Stock to broker-dealers that in turn may sell such shares.

The selling stockholders may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by the selling stockholders or borrowed from the selling stockholders or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from the selling stockholders in settlement of those derivatives to close out any related open borrowings of stock.

The selling stockholders may pledge or grant a security interest in some or all of the warrants or shares of Class A Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of Class A Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended (the “Securities Act”), amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of Class A Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The selling stockholders and any broker-dealer participating in the distribution of the shares of Class A Common Stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of Class A Common Stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of Class A Common Stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers. In compliance with guidelines of the National Association of Securities Dealers, or NASD, the maximum consideration or discount to be received by any NASD member or independent broker dealer may not exceed 8% of the aggregate amount of the securities offered pursuant to this prospectus and any applicable prospectus supplement.

Under the securities laws of some states, the shares of Class A Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of Class A Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any selling stockholder will sell any or all of the shares of Class A Common Stock registered pursuant to the registration statement, of which this prospectus forms a part.

7

The selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of Class A Common Stock by the selling stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of Class A Common Stock to engage in market-making activities with respect to the shares of Class A Common Stock. All of the foregoing may affect the marketability of the shares of Class A Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of Class A Common Stock.

We will pay all expenses of the registration of the shares of Class A Common Stock pursuant to the registration rights agreement, estimated to be $29,764.45 in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that a selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act, in accordance with the registration rights agreements, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the related registration rights agreement, or we may be entitled to contribution.

Once sold under the registration statement, of which this prospectus forms a part, the shares of Class A Common Stock will be freely tradable in the hands of persons other than our affiliates.

8

INCORPORATION BY REFERENCE

The SEC allows us to incorporate by reference certain information we file with the SEC. This permits us to disclose important information to you by referencing these filed documents. Any information referenced this way is considered part of this prospectus, and any information filed with the SEC subsequent to this prospectus will automatically be deemed to update and supersede this information. We incorporate by reference the following documents which have been filed with the SEC.

• Our Annual Report on Form 10-K for the fiscal year ended December 31, 2006;

• Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2007;

• Our Proxy Statement on Schedule 14A for our May 25, 2007 annual meeting of stockholders;

• Our Current Reports on Form 8-K filed on April 16, 2007, June 4, 2007 and July 18, 2007; and

• The description of our Class A Common Stock, which is registered under Section 12 of the Exchange Act, contained in our Form 8-A, filed on July 29, 2005 with the SEC under Section 12(g) of the Exchange Act.

We also incorporate by reference into this prospectus all documents that we may subsequently file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and prior to the termination of the offering, including all documents that we may file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of first filing this registration statement and prior to the effectiveness of this registration statement, provided, however, that the Registrant is not incorporating by reference any information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless, and to the extent, specified in any such Current Report on Form 8-K. Any statement herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in any subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We will provide without charge upon written or oral request to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, a copy of any or all of the documents which are incorporated by reference in this prospectus (other than exhibits unless such exhibits are specifically incorporated by reference in such documents). Requests should be directed to Investor Relations, WorldSpace, Inc., 8515 Georgia Avenue, Silver Spring, MD 20910, or by calling WorldSpace Investor Relations directly at (301) 960-1200.

LEGAL MATTERS

The validity of the Class A Common Stock offered hereby will be passed upon for the selling stockholders by Baker & McKenzie LLP, New York, New York.

9

EXPERTS

The consolidated financial statements of WorldSpace, Inc. incorporated in this prospectus by reference to the Annual Report on Form 10-K for the fiscal year ended December 31, 2006 have been audited by Grant Thornton LLP, independent registered public accountants, as set forth in its report thereon, and have been incorporated herein in reliance on said report of such firm given on its authority as experts in auditing and accounting in giving said report.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. The reports, proxy statements and other information filed by us may be inspected without charge at the public reference room of the SEC, which is located at 100 F Street, N.E., Washington, D.C. 20549. You may obtain copies of all or any part of the reports, proxy statements and other information from the public reference room, upon the payment of the prescribed fees. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains a web site at www.sec.gov that contains reports, proxy statements and other information regarding registrants like us that file electronically with the SEC. You can inspect the reports, proxy statements and other information on this website.

This prospectus, which constitutes part of a registration statement on Form S-3 filed with the SEC, does not include all of the information, undertakings and exhibits included in such registration statement. Copies of the full registration statement can be obtained from the SEC as indicated above, or from us.

10

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses payable by us in connection with the Class A Common Stock being registered. The selling stockholders will not bear any portion of such expenses. All the amounts shown are estimates, except the SEC registration fee and the NASD filing fee.

SEC registration fee	$	414.45
Legal fees and expenses	$	20,000
Accounting fees and expenses	$	5,000
NASD filing fee	$	1,850
Miscellaneous expenses	$	2,500
Total	$	29,764.45

Item 15. Indemnification of Directors and Officers

Delaware General Corporation Law. Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person 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 enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit, or proceeding, provided the person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. A similar standard of care is applicable in the case of actions by or in the right of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person will have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action was brought determines that, despite the adjudication of liability but in view of all of the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses that the Delaware Court of Chancery or other court shall deem proper.

Charter and by-laws. WorldSpace’s certificate of incorporation and bylaws provide that it will indemnify and advance expenses to its directors, officers and employees to the fullest extent permitted by Delaware law in connection with any threatened, pending or completed action, suit or proceeding to which such person was or is a party or is threatened to be made a party by reason of the fact that he or she is or was WorldSpace’s director, officer or employee, or is or was serving at WorldSpace’s request as a director, officer, employee or agent of another corporation or enterprise.

11

Insurance. WorldSpace also has directors’ and officers’ liability insurance to insure our directors and officers against liability for actions or omissions occurring in their capacity as a director or officer, subject to certain exclusions and limitations.

SEC Position. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling WorldSpace pursuant to the foregoing provisions, WorldSpace has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

12

Item 16. List of Exhibits

The following is a list of exhibits filed as part of this registration statement, which are incorporated herein.

Exhibit Number	Exhibit Description
3.1(a)	Certificate of Incorporation of WorldSpace, Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-124044) filed on April 13, 2005).
3.1(b)	Amendment to Certificate of Incorporation of WorldSpace, Inc. (incorporated by reference to Exhibit 3.1(b) to Amendment No. 6 to the Registration Statement on Form S-1 (File No. 333-124044) filed on July 19, 2005).
3.1(c)	Amendment to Certificate of Incorporation of WorldSpace, Inc. (incorporated by reference to Exhibit 3.1(c) to Amendment No. 6 to the Registration Statement on Form S-1 (File No. 333-124044) filed on July 19, 2005).
3.2	By-laws of WorldSpace, Inc. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-124044) filed on April 13, 2005).
4.1	Provisions defining the rights of holders of our Class A Common Stock in our Certificate of Incorporation, as amended, and By-laws (included in Exhibits 3.1 and 3.2).
5.1	Opinion of Baker & McKenzie LLP.
23.1	Consent of Grant Thornton LLP.
23.2	Consent of Baker & McKenzie LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included on the signature page to this Registration Statement).

Item 17. Undertakings

WorldSpace hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the

13

information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by WorldSpace pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

WorldSpace hereby undertakes that, for purposes of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

WorldSpace hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of WorldSpace’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefits plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of WorldSpace pursuant to the foregoing provisions, or otherwise, WorldSpace has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is,

14

therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by WorldSpace of expenses incurred or paid by a director, officer or controlling person of WorldSpace in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, WorldSpace will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

15

Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on July 30, 2007.

WORLDSPACE, INC.
By:	/s/ Noah A. Samara
Noah A. Samara
Chairman, Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on July 30, 2007. Each person whose signature appears below as a signatory to this registration statement hereby constitutes and appoints Noah A. Samara and Donald J. Frickel, or either one of them, as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments and post-effective amendments to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as that person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any substitute therefore may lawfully do or cause to be done by virtue hereof.

Signatures	Title
/s/ Noah A. Samara Noah A. Samara	Chairman, Chief Executive Officer and President (Chief Executive Officer)
/s/ Sridhar Ganesan Sridhar Ganesan	Executive Vice President-Chief Financial Officer (Chief Financial Officer)
/s/ Vincent Loiacono Vincent Loiacono	Senior Vice President (Chief Accounting Officer)

16

/s/ Kassahun Kebede Kassahun Kebede	Director
/s/ James R. Laramie James R. Laramie	Director
/s/ Charles McC. Mathias Charles McC. Mathias	Director
/s/ Michael Nobel Michael Nobel	Director
/s/ Frank-Jürgen Richter Frank-Jürgen Richter	Director
/s/ William Schneider, Jr. William Schneider, Jr.	Director

17

EXHIBIT INDEX

Exhibit Number	Exhibit Description
3.1(a)	Certificate of Incorporation of WorldSpace, Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-124044) filed on April 13, 2005).
3.1(b)	Amendment to Certificate of Incorporation of WorldSpace, Inc. (incorporated by reference to Exhibit 3.1(b) to Amendment No. 6 to the Registration Statement on Form S-1 (File No. 333-124044) filed on July 19, 2005).
3.1(c)	Amendment to Certificate of Incorporation of WorldSpace, Inc. (incorporated by reference to Exhibit 3.1(c) to Amendment No. 6 to the Registration Statement on Form S-1 (File No. 333-124044) filed on July 19, 2005).
3.2	By-laws of WorldSpace, Inc. (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-124044) filed on April 13, 2005).
4.1	Provisions defining the rights of holders of our Class A Common Stock in our Certificate of Incorporation, as amended, and By-laws (included in Exhibits 3.1 and 3.2).
5.1	Opinion of Baker & McKenzie LLP.
23.1	Consent of Grant Thornton LLP.
23.2	Consent of Baker & McKenzie LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included on the signature page to this Registration Statement).

EX-5.1

Exhibit 5.1

		Baker & McKenzie LLP 1114 Avenue of the Americas New York, New York 10036, USA
		Tel: +1 212 626 4100 Fax: +1 212 310 1600 www.bakernet.com
Asia Pacific Bangkok Beijing Hanoi Ho Chi Minh City Hong Kong Jakarta Kuala Lumpur Manila Melbourne Shanghai Singapore Sydney Taipei Tokyo Europe & Middle East Almaty Amsterdam Antwerp Bahrain Baku Barcelona Berlin Bologna Brussels Budapest Cairo Düsseldorf Frankfurt / Main Geneva Kyiv London Madrid Milan Moscow Munich Paris Prague Riyadh Rome St. Petersburg Stockholm Vienna Warsaw Zurich North & South America Bogotá Brasilia Buenos Aires Calgary Caracas Chicago Chihuahua Dallas Guadalajara Houston Juarez Mexico City Miami Monterrey New York Palo Alto Porto Alegre Rio de Janeiro San Diego San Francisco Santiago Sao Paulo Tijuana Toronto Valencia Washington, DC	July 30, 2007 WorldSpace, Inc. 8515 Georgia Avenue Silver Spring, Maryland 20910 Ladies and Gentlemen: We have examined the Registration Statement on Form S-3 (the “Registration Statement”) of WorldSpace, Inc. (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) on the date hereof in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 3,176,471 shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Shares”), which represent one hundred twenty percent of the 2,647,059 shares issuable upon exercise of certain warrants (the “Warrants”) issued pursuant to Amendment, Redemption and Exchange Agreements dated June 1, 2007 among the Company and each of the investors listed therein. We understand that the Shares are to be offered and sold from time to time, following exercise of the Warrants, by the persons identified in the Registration Statement, as described in the Registration Statement and any amendments thereto, the Prospectus contained therein (the “Prospectus”) and any supplements to the Prospectus. As the Company’s legal counsel, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by the Company in connection with the issuance of the Shares upon exercise of the Warrants and have examined such records and documents as we have deemed necessary to form a basis for the opinion expressed herein. Based on the foregoing and subject to the qualifications set forth below, and having regard to the legal considerations we deem relevant, we are of the opinion that the issuance of the Shares has been duly authorized and that the Shares, when issued upon exercise of the Warrants, in accordance with the terms of the Warrants, will be validly issued, fully-paid and nonassessable. We are admitted to practice in the State of New York, and we express no opinion as to any matters governed by any laws other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the Federal laws of the United States of America. We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Baker & McKenzie LLP is a member of Baker & McKenzie International, a Swiss Verein.

Very truly yours,

/s/ Baker & McKenzie LLP

Page 2

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated April 16, 2007 (which expresses an unqualified opinion and contains an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standard No. 123(R), Share-Based Payment) accompanying the consolidated financial statements and schedule of WorldSpace, Inc. and subsidiaries appearing in the 2006 Annual Report of the Company to its shareholders included in the Annual Report on Form 10-K for the year ended December 31, 2006, which is incorporated by reference in this Registration Statement and Prospectus. We hereby consent to the incorporation by reference of the aforementioned report in the Registration Statement and Prospectus and to the use of our name as it appears under the caption “Experts.”

/s/ Grant Thornton LLP

McLean, Virginia

July 30, 2007