8-K

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): August 26, 2004

ORBITAL SCIENCES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-14279	06-1209561
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

21839 Atlantic Boulevard, Dulles, Virginia 20166

(Address of principal executive offices)

Registrant’s telephone number, including area code: (703) 406-5000

Item 8.01. Other Events.

     On August 26, 2004, Orbital Sciences Corporation issued a press release regarding its common stock warrants issued in 2001. A copy of the company’s press release is furnished herewith as Exhibit 99.1.

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 hereunto duly authorized.

	ORBITAL SCIENCES CORPORATION
	(Registrant)
Date: August 26, 2004	By:	/s/ Garrett E. Pierce
		Garrett E. Pierce Vice Chairman and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Orbital Sciences Corporation Warrants Press Release dated August 26, 2004.

EX-99.1

For Immediate Release	For More Information Contact:
	Barron Beneski (703) 406-5528
	Public and Investor Relations
	Beneski.barron@orbital.com

ORBITAL ANNOUNCES ARRANGEMENTS REGARDING THE EXERCISE OF WARRANTS ISSUED IN 2001

(Dulles, VA 26 August 2004) – Orbital Sciences Corporation (NYSE: ORB) announced today that it has made arrangements with EquiServe Trust Company, N.A (EquiServe), the Agent for Orbital’s outstanding warrants (CUSIP 685564 13 0, NYSE trading symbol: ORB WS) the company issued in 2001 to purchase common stock, so that the exercise of the warrants may be made without delivery of certificates. A properly executed Notice of “Guaranteed Delivery"/ “Protect Period,” together with the appropriate exercise price, must be received by EquiServe prior to 5:00 p.m., New York City time, on August 31, 2004. Holders submitting a Notice of “Guaranteed Delivery” are required to surrender to EquiServe the certificates for all warrants no later than the close of business on September 3, 2004.

Each warrant allows its holder to purchase one share of the company’s common stock at an exercise price of $4.82 per share. Unless exercised in accordance with their terms by delivery of the warrant certificates or a Notice of “Guaranteed Delivery” along with payment of the per share exercise price, the warrants will expire at 5:00 p.m., New York City time, on August 31, 2004.

The company also announced the warrants will continue to trade on the NYSE on a “Regular Way” basis through August 30, 2004, but will be suspended from trading before the opening on August 31, 2004 in accordance with New York Stock Exchange policy.

Further information regarding the exercise of the warrants can be obtained from EquiServe by calling (800) 756-8200.

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