EXHIBIT 3.5

                            CERTIFICATE OF AMENDMENT

                                       OF

             THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                  ORBCOMM INC.

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              PURSUANT TO THE PROVISIONS OF SECTIONS 103 AND 242 OF
              THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

                         ------------------------------

                  ORBCOMM Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Company"), DOES HEREBY CERTIFY as follows:

                  FIRST: At a meeting held on August 25, 2006, the Board of
                  Directors of the Company adopted resolutions setting forth a
                  proposed amendment to the Third Amended and Restated
                  Certificate of Incorporation of the Company (the "Amendment"),
                  declaring the advisability of the Amendment and directing that
                  the Amendment be submitted to the stockholders of the Company
                  for their consideration

                  SECOND: Pursuant to the Amended By-laws of the Company, the
                  Amendment was approved and adopted by the written consent of
                  the holders of a majority of the Common Stock, Series A
                  convertible redeemable preferred stock and Series B
                  convertible redeemable preferred stock, voting as a single
                  class.

                  THIRD: The Amendment amends Article IV, Section A of the Third
                  Amended and Restated Certificate of Incorporation of the
                  Company by deleting Section A thereof in its entirety and
                  substituting the following in lieu thereof:

                  "Classes of Stock. The corporation is authorized to issue two
                  classes of stock to be designated, respectively, "Common
                  Stock" and "Preferred Stock." The total number of shares that
                  this corporation is authorized to issue is one hundred fifty
                  million (150,000,000) shares. One hundred five million
                  (105,000,000) shares shall be Common Stock, $0.001 par value
                  per share. Forty five million (45,000,000) shares shall be
                  Preferred Stock, $0.001 par value per share.

                  "Effective at 11:59 p.m., Eastern Time, on October 6, 2006
                  (the "Effective Time"), every three shares of Common Stock,
                  $0.001 par value per share ("Old Common Stock"), issued and
                  outstanding or held in the treasury of the Company at the
                  Effective Time shall be automatically reclassified and
                  combined into two shares of Common Stock, par value $0.001 per
                  share ("New Common Stock"), without any action by the holder
                  thereof (the "Reclassification"). From and after the Effective
                  Time, all references to "Common Stock" herein shall refer to
                  "New Common Stock".



                  "Each stock certificate that, immediately prior to the
                  Effective Time, represented shares of Old Common Stock (a
                  "Certificate") will from and after the Effective Time
                  represent, automatically and without the necessity of
                  surrendering the same for exchange, the number of shares of
                  New Common Stock, rounded up to the nearest whole number,
                  determined by multiplying the number of shares of Old Common
                  Stock represented by such Certificate immediately prior to the
                  Effective Time by two-thirds (2/3). No stockholder of the
                  corporation shall transfer any fractional shares of New Common
                  Stock of the corporation. The corporation shall not recognize
                  on its stock record books any purported transfer of any
                  fractional share of New Common Stock of the corporation."

                  FOURTH: The Amendment was duly adopted in accordance with the
                  provisions of Section 242 of the General Corporation law of
                  the State of Delaware.


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                  IN WITNESS WHEREOF, the Company has caused this certificate to
be executed by its officer thereunto duly authorized, this 6th day of October,
2006.

                                          ORBCOMM INC.



                                          By: /s/ Jerome B. Eisenberg
                                              --------------------------
                                              Jerome B. Eisenberg
                                              Chief Executive Officer



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