FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SAMARA NOAH A 		2. Issuer Name and Ticker or Trading Symbol

WorldSpace, Inc [ WRSP ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman, CEO & President
(Last)          (First)          (Middle)

C/O WORLDSPACE, INC., 8515 GEORGIA, AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/24/2008
(Street)

SILVER SPRING, MD 20910
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Subordinated Convertible Note   (1) $2.05   7/25/2008     P     9756098       1/15/2009   (3) 7/25/2013   Class A Common Stock   9756098   (2) $20000000.00   (1) 9756098   (2) I   By corporation   (4)
Warrant   (1) $2.00   7/24/2008     P     4800000       1/15/2009   (6) 7/24/2013   Class A Common Stock   4800000   (5) $0   4800000   (5) I   By corporation   (4)

Explanation of Responses:
( 1)  On July 24, 2008, WorldSpace, Inc. entered into a financing agreement with Yenura Pte. Ltd. Under the terms of the financing agreement, WorldSpace, Inc. may draw down up to $20 million in exchange for (i) subordinated convertible notes with principal amounts equal to the amount drawn down under the financing agreement and (ii) 4.8 million warrants to purchase Class A Common Stock of WorldSpace. On July 24, 2008, WorldSpace issued to Yenura Pte. Ltd. 4,800,000 warrants to purchase Class A Common Stock (the "Warrants"). On July 25, 2008, WorldSpace made a $20 million draw down of the financing agreement, and a subordinated convertible note (the "Note") in the principal amount of $20 million was issued in respect of such draw down.
( 2)  Reflects the number of shares which could be acquired by Yenura Pte. Ltd. upon the full conversion of the Note.
( 3)  The Note becomes convertible at the earliest of (i) January 15, 2009, (ii) an Event of Default (as defined in the Note) and (ii) the first public announcement of a proposed Change of Control (as defined in the Note).
( 4)  Yenura Ptd. Ltd. is a corporation controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities (except to the extent of his pecuniary interest therein) for purposes of Section 16 or for any other purpose.
( 5)  Reflects the number of shares which could be acquired by Yenura Pte. Ltd. upon the exercise of all of the Warrants.
( 6)  The Warrants become exercisable at the earliest of (i) January 15, 2009, (ii) an Event of Default (as defined in the Warrant) and (ii) the first public announcement of a proposed Change of Control (as defined in the Warrant).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SAMARA NOAH A
C/O WORLDSPACE, INC., 8515 GEORGIA
AVENUE
SILVER SPRING, MD 20910 		X X Chairman, CEO & President

Signatures
/s/ Noah A. Samara by Tedros A. Lemma, Attorney in fact 7/28/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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