SecProbe.io

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Mail Stop 04-07								May 13,
2005

Via U.S. Mail and Fax (212) 626-4120

Donald J. Frickel, Esq.
General Counsel
WorldSpace, Inc.
2400 N Street, N.W.
Washington, D.C. 20037

	Re:	WorldSpace, Inc.
		Form S-1
		Filed April 13, 2005
		File No. 333-124044

Dear Mr. Frickel:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree with any of our comments, we
will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. We encourage you to file all exhibits with the next amendment
to
your Form S-1 or otherwise furnish drafts of the legality opinion
and
the underwriting agreement.  We may have additional comments upon
review of those documents.  Please also file the proper consent
upon
the filing of the legality opinion.
2. We note that you plan to standardize your employment agreements
with your executive officers prior the completion of this
offering.
Please file all material employment contracts between WorldSpace
and
management as soon as possible so we may review those documents.
We
may have further comments upon the filing of the agreements.
3. We note a number of blank spaces throughout your registration
statement for information that you are not entitled to omit under
Rule 430A, such as the anticipated price range.  Please note that
we
may have additional comments once you have provided this
disclosure.
Therefore, please allow us sufficient time to review your complete
disclosure prior to any distribution of preliminary prospectuses.
4. We note that you include industry research for estimated growth
data and other figures cited throughout the document, such as
those
provided by GreyStone Communications, the Yankee Group, J.D. Power
and Associates, and the National Council of Applied Economic
Research, among others.  Please provide us with marked copies of
any
materials that support these and other third party statements
cited
in the registration statement, clearly cross-referencing a
statement
with the underlying factual support.  Confirm for us that these
documents are publicly available.  To the extent that any of these
reports have been prepared specifically for this filing, file a
consent from the party.

5. Comments on your application for confidential treatment will
follow under separate cover.  Since the application review process
often results in significant revisions to the disclosure in the
prospectus, we suggest that you wait to circulate a preliminary
prospectus until you have received comments on your application.
We
will not consider a request for acceleration of effectiveness of
the
registration statement until we resolve these comments.

Prospectus Summary, page 1
6. Revise your disclosure throughout to remove unnecessary defined
terms.  In this regard, please delete the fourth sentence of the
introductory paragraph on page 1.  Once you make your disclosure
clear from the context, you will not need to define terms such as
"WorldSpace," "Company," "we" "us," and "our."
7. With a view toward more balanced disclosure in your summary
section, move to the front of the summary section a discussion of
the
following:
* your limited access to capital;
* your accumulated deficit of $2.1 billion;
* your recent restructuring of the debt owed to Stonehouse Capital
and Yenura, including clarification of the fact that while you
eliminated all of your long-term debt (other than your new
convertible notes) as a result of the recapitalization and
restructuring transactions, you still owe approximately $1.8
billion
in long-term liabilities as a result of the Royalty Agreement
(please
also revise your discussions of your recapitalization elsewhere in
the document to clarify this fact);
* your history of net operating losses; and
* that Noah Samara will continue control the company following the
offering.
8. Please tell us in your response letter your basis for your
statement that Noah Samara "pioneered the development of
satellite-
based digital radio services."
9. Clarify what you mean by the phrase "we are able to roll out
our
subscription service on a sequential basis...."

Risk Factors, page 9

      General
10. Please revise each risk factor caption so that it reflects the
risk that you discuss in the text.  Currently, many of your risk
factor captions are unduly vague, such as "Our business is
international and subject to country and region risks" on page 17,
and do not discuss adequately the risk that follows.  Other risk
factor captions merely state a fact about you, such as "We depend
on
key personnel" on page 16 and "We may not be able to manage rapid
growth" on page 20, or allude to a future event, such as "Future
changes to the regulations and policies..." on page 17.  These are
only examples.  Revise throughout to identify briefly in your
captions the risks that result from the facts or uncertainties.
Potential investors should be able to read the risk factor
captions
and come away with an understanding of what the risk is and the
result of the risk as it specifically applies to you.  As a
general
rule, your revised captions should work only in this document.  If
they are readily transferable to other companies` documents, they
are
probably too generic.  Please revise accordingly.
11. You should pare down your risk factors section to present only
the most significant factors that make the offering speculative or
risky.  Many of the risk factors are duplicative, such as:

* "Our ability to conduct our business in China..." (page 15),
"Extensive government regulation of the telecommunications and
broadcasting industries restricts our direct entry into China..."
(page 19), and "China`s economic, political and social
conditions..."
(page 24);
*  "Our insurance may not cover all risks..." (page 12), and "Our
business insurance in China..." (page 25); and
* "We may incur significant delays and expense in the development
and
installation of terrestrial repeater transmitters..." (page 13),
"We
may be unable to obtain the licenses required to operate our
terrestrial repeater networks in India...," and "We may experience
delays and incur significant costs in the development and
production
of our receivers" (page 14).

Other risk factors speak to generalities rather than specific
risks
or overwhelm the reader with a wash of information, such as:

* "There may not be sufficient demand for our service to allow us
to
become profitable" (page 9), "Our satellites have a limited life
and
may fail in orbit" (page 11), "We have faced in the past, and may
face in the future, challenges and constraints in obtaining
financing" (page 16), "Our technology may become obsolete," (page
17), and "Our business is international and subject to country and
region risks" (page 18).
12. Please avoid the generic conclusion in the captions and
discussions that if a risk occurs, your business and financial
performance could be materially adversely affected, and generic
statements in your risk factors that you cannot predict, cannot
guarantee, and that there is no assurance that a risk will not
occur.
These statements do not represent meaningful disclosure.  Instead,
revise to provide specific disclosure of the possible impact upon
your operating results, business, liquidity, cash flow, financial
condition, and share price.
13. Please revise to include a risk factor discussing the fact
that
you have accepted risk of loss for one of your two satellites on
the
ground before it has been launched.  Discuss the risks of losing
the
satellite during launch, the specific impact that would have on
your
financial results, the impact loss of that satellite would have on
your goal to replace the defective AfriStar satellite, and how the
loss would affect your goal to offer satellite radio to Northern
Africa and Western Europe.  Please also discuss these issues in
the
relevant subsections of Management`s Discussion and Analysis.

      We operate with very limited staffing of accounting
functions..., page 10
14. Revise this risk factor`s caption to clarify that you have
material weaknesses in your internal controls that may (or will)
impact your ability to comply with the internal controls
requirements
imposed upon reporting companies.

      Our insurance may not cover all risks of operating our
satellites, page 12
15. You state that you intend to acquire in-orbit insurance
coverage
on your AfriStar satellite by the end of April 2005.  In Note B of
your Consolidated Financial Statements on page F-10, however, you
discuss a $6.5 million insurance claim that you later withdrew.
Please clarify when your AfriStar satellite was covered by
insurance
and when that coverage lapsed.  Furthermore, what effect is the
reported anomaly expected to have on your ability to insure the
AfriStar satellite?

	Allegations of ties between certain of our former investors,
page 26
16. Revise the caption to the risk factor to state that there are
allegations of ties between Al Qaeda and investors (not former
investors) in your company.
17. In light of the numerous restrictions the agreements with
Yenura
and Stonehouse place upon WorldSpace`s expenditures, disposition
of
assets, and other aspects of your company`s business, clarify that
while Yenura and Stonehouse do not have voting control over
WorldSpace, they do have control over your company because they
have
the indirect power to direct or cause the direction of the
management
and policies of WorldSpace.
18. Disclose that Mr. Idris owned a factory in Sudan that was
bombed
by the U.S. in retaliation for possible terrorist ties.

Use of proceeds, page 32
19. To the extent possible, please revise to more specifically
identify and quantify the amount of proceeds to be used for
particular purposes, including the order of priority of those
purposes.  For example, how much of your proceeds will be used
towards the build-out of the terrestrial repeater network?
Finally,
disclose how you expect to allocate the net proceeds of the
offering
if the underwriters exercise their over-allotment option, to the
extent practicable.

Dilution, page 34
20. Please quantify the further dilution to new investors that
will
occur assuming the exercise of all of your outstanding stock
options
and warrants.  Also quantify the dilution to new investors if your
underwriters fully exercise their over-allotment option.

Management`s discussion and analysis, page 37

	General
21. Discuss what steps, if any, the company is taking to remediate
the material weaknesses in its internal control over financial
reporting.

Revenue, page 40
22. Explain why you expect receiver sales to decline as a
percentage
of total revenue.  We note your risk factor relating to offering
receivers at reduced cost.  Discuss whether you intend on
providing
receivers free to potential customers as incentives to subscribe,
and, if so, what is the expected impact to your cost of revenue.

Operating expense overview, page 40
23. Discuss whether you expect your depreciation and amortization
expenses to increase materially as a result of the defect
associated
with your AfriStar satellite.

24. Describe for us the nature of the sales incentives to your
distribution partners and how you subsidize the cost of the
receivers
as described at pages 64 and 73.
25. In addition, tell us how you are accounting for these
incentives.
In your response, tell us how you considered the guidance in EITF
01-
09.

      Liquidity and Capital Resources, page 51
26. Identify and quantify the "several one-time corporate
expenses."
27. Clarify whether you expect construction on your F4 satellite
to
be restarted.

28. Disclose the likely impact the Stonehouse royalty payments
could
have on your financial condition and results of operations. In
addition, please discuss management`s financial options in the
event
that the cash generated by operations is not enough to fund the
reserve account when the forecasted EBITDA is positive or the
annual
payment is due.

29. Disclose the estimated amount of capital expenditures required
for the build-out of the terrestrial repeater network in China
during
the next twelve months and the estimated total expenditures to
complete the network.

      Contractual Obligations, page 55
30. Because your royalty payments are reported as a long-term
liability on your balance sheet for the December 31, 2004 fiscal
year
end, please include the estimated amount of contingent royalty
payments you expect to pay.  We note that the value of your
Contingent Royalty Obligation reported on your balance sheet is
$1,814,175,000.
31. Clarify that your convertible notes are payable in full at the
option of the holder after 3 years.

Business, page 57

	General
32. You do not discuss your operations in Africa and the Middle
East
even though your AfriStar satellite primarily covers those areas.
In
addition, it is not clear how many of your 53,000 paying
subscribers
reside in those areas.  Clarify where, other than India, your
paying
subscribers reside.  Please expand your Business section to
discuss
your operations in Africa and the Middle East.

Government Regulation, page 86
33. Please consider creating a risk factor discussing the risk
arising from the lack of mandatory dispute resolution or
enforcement
mechanisms at the International Telecommunications Union.  For
instance, we note that while the use frequencies of your AfriStar
and
AsiaStar satellites are registered in the Master International
Frequency Register maintained by the International
Telecommunications
Union, there is no guarantee that your use of those frequencies
would
be protected from interference from non-conforming uses by other
nations.

Executive Compensation, page 100
34. We note your statement that Donald J. Frickel was recipient of
stock options for the prior fiscal year, yet there is no summary
compensation table disclosure nor stock option grant table
disclosure.  Please revise accordingly.  Furthermore, we note that
you recorded $90.3 million in stock compensation expense in 2004.
Provide more detail as to why you had such a significant stock
compensation expense in 2004 when the only named executive officer
to
whom you granted options was Mr. Frickel.

Pre-offering recapitalization, page 103
35. We note your description of the merger between your principal
operating company and former holding company.  Please describe the
merger in your response.  Tell us about the business purpose of
the
merger and how the merger fit into your recapitalization and
restructuring.

Underwriting, page 129
36. You state that "certain of the underwriters or securities
dealers
may distribute prospectuses electronically."  Identify in your
response letter any members of the underwriting syndicate that
will
engage in any electronic offer, sale or distribution of the shares
and describe their procedures to us.  If you become aware of any
additional members of the underwriting syndicate that may engage
in
electronic offers, sales or distributions after you respond to
this
comment, promptly supplement your response to identify those
members
and provide us with a description of their procedures.

      Briefly