Mail Stop: 3720- CF/AD 11

Via U.S. Mail and Fax (703) 480-4659

								April 6, 2006
Mr. Henry Dubois,
Executive Vice President and Chief Financial Officer
Orbimage Holdings, Inc.
21700 Atlantic Boulevard
Dulles, VA 20166

Re:	Orbimage Holdings, Inc.
	Item 4.02 of Form 8-K
      Filed on March 28, 2006
	File No. 0-50933

Dear Mr. Dubois:

      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, 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 more information so that we may better understand your
disclosure.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our 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 any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed at the end of this letter.

Accounting comments:

1. We note in first paragraph under Item 4.02(a) that the
Company,
after discussion with BDO Seidman LLP, the Company`s independent
registered public accounting firm, undertook a review of its
accounting for an interest rate swap agreement under Statement
of
Financial Accounting Standards No. 133.  It is not clear to us
if
the Company undertook the review of its accounting for the
interest
rate swap agreement as the result of the review by your
auditors.
If that is the case, please amend the filing to comply with
requirements of Item 4.2(b) and 4.2(c) of Form 8-K.

Orbimage Holdings, Inc.
April 6, 2006
Page 2



2. Please address in your amended filings if your certifying
officers considered the effect of the error on the adequacy of
your
disclosure controls and procedures as of the end of the period
covered by your Forms 10-Q for the periods ended June 30, 2005
and
September 30, 2005.  Additionally, disclose what effect the
error
had on your current evaluation of disclosure controls and
procedures as of June 30, 2005 and September 30, 2005 and for
the
fiscal year ended December 31, 2005.


	We urge all persons who are responsible for the accuracy
and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since
the
company and its management are in possession of all facts
relating
to a company`s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of
the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement has access to all information you provide to the
staff
of the Division of Corporation Finance in our review of your
filing
or in response to our comments on your filing.







Orbimage Holdings, Inc.
April 6, 2006
Page 3



       As appropriate, please amend your filing and respond to
these comments within five business days or tell us when you
will
respond.  You may wish to provide us with marked copies of the
amendment to expedite our review.

	You may contact Gopal Dharia, Staff Accountant, at (202)
551-
3353 or me at (202) 551-3828 if you have questions regarding
comments on the Form 8-K.


							Sincerely,

							Terry French
							Accountant Branch Chief