Worldspace (WRSPQ) 8-A12G Registration of securities

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.