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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A
                                (Amendment No. 1)


          |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2006
                                       OR
          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

           For the transition period from ____________ to ____________
                        Commission file number:000-23044

                               MOTIENT CORPORATION
             (Exact name of registrant as specified in its charter)

                   Delaware                                 93-0976127
        (State or other jurisdiction of                  (I.R.S. Employer
        incorporation or organization)                  Identification No.)

12010 Sunset Hills Road, Suite 600, Reston, VA                 20190
   (Address of principal executive offices)                 (Zip Code)


                                 (703) 483-7800
              (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $0.01 per share
                                (Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. |_| Yes |X| No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. |_| Yes  |X| No

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. |X| Yes |_| No


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act

 Large accelerated filer |_|   Accelerated filer |X|   Non-accelerated filer |_|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). |_| Yes  |X| No


The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant, based upon the closing sale price of its
common stock on the last day of registrant's most recently completed second
fiscal quarter, June 30, 2006, as reported on the pink sheets, was approximately
$442,414,763 (affiliates being, for these purposes only, directors, executive
officers and holders of more than 5% of the Registrant's Common Stock).

As of April 26, 2007, the Registrant had 84,478,855 outstanding shares of Common
Stock.


<PAGE>


                                EXPLANATORY NOTE


Motient Corporation (the "Company") is filing this Amendment No. 1 to Annual
Report on Form 10-K for the year ended December 31, 2006 to include the
information required to be contained in Part III, Items 10, 11, 12, 13 and 14,
of Form 10-K. Motient had previously reported that such information would be
incorporated by reference to its definitive proxy statement to be filed pursuant
to Regulation 14A. However, Motient's definitive proxy statement will not be
filed prior to April 30, 2007, and, according to General Instruction G(3) to
Form 10-K, it hereby amends its previously filed Annual Report on Form 10-K
(filed on March 16, 2007) to include the required information. This Amendment
No. 1 to Annual Report on Form 10-K includes only Items 10, 11, 12, 13 and 14 of
Form 10-K, and Motient is not amending or supplementing any other information in
such previously filed Annual Report on Form 10-K.





                                       i

<PAGE>

                                    PART III


Item 10. Directors and Executive Officers and Corporation Governance of Motient.
-------------------------------------------------------------------------------

Directors of Motient

The following table sets forth, for each director, his name, title, age and the
year in which he first became a director of the Company. The directors have
furnished the information set forth below and elsewhere in this Annual Report
concerning them and their security holdings to Motient.

Name                     Title                        Age         Began Service

Jacques Leduc            Director                     44          2006
David Meltzer            Director                     46          2006
William Freeman          Director and Chairman        54          2007
                         of the Board
Robert Brumley           Director                     58          2006
David Andonian           Director                     50          2006

Jacques Leduc. Mr. Leduc has served on our Board of Directors since April 2006.
He is a co-founder and managing partner of Trio Capital Inc., a private equity
and venture capital firm that he started in January 2006, which invests
primarily in telecommunications and new media. He served as Chief Financial
Officer of Microcell Telecommunications Inc., a nationwide wireless operator in
Canada from February 2001 through November 2004, and as Vice President Finance
and Director Corporate Planning from January 1995 to February 2001. Mr. Leduc
holds a Masters degree in Business Administration from Ecole des Hautes Etudes
Commercials de Montreal and a Bachelors degree in Business Administration from
the Universite du Quebec a Montreal. Mr. Leduc has also served as a member of
the Board of Directors of Rural Cellular Corporation, Inc., a wireless
communications service provider, since May 2005.

David Meltzer. Mr. Meltzer has served on our Board of Directors since February
2006. Mr. Meltzer has served as Senior Vice President for International Services
for the American Red Cross since July 2005, with overall responsibility for
international disaster response activities, international development programs
and various international policy matters. From January 2002 to February 2005,
Mr. Meltzer served as the General Counsel and Executive Vice President for
Regulatory Affairs for Intelsat Global Service Corporation, a wholly-owned
subsidiary of Intelsat, Ltd. From July 2001 to September 2001, he served as Vice
President and General Counsel of Intelsat Global Services Corporation. From
December 1999 to September 2001 he served as Vice President and General Counsel
for Intelsat, Ltd. From 1989 to December 1999, Mr. Meltzer served in various
other positions with Intelsat, including as Senior Director in the Corporate
Restructuring Division. Mr. Meltzer holds a B.A. in International Relations from
the University of Pennsylvania and a J.D. from George Washington University
National Law Center.

Robert H. Brumley. Mr. Brumley has served as our President and Chief Executive
Officer since September 2006 and a member of our Board of Directors since July
2006. Mr. Brumley has also served as President and Chief Executive Officer of
TerreStar Networks Inc. since July 2005. He has also served as the President and
Chief Executive Officer of TerreStar Global since February 2006. Mr. Brumley
also serves on the board of directors of iBasis, Inc. Since December 2002, Mr.
Brumley served as Chairman and a Managing Member of Pegasus Global, of which he
was a founder. From February 2000 until July 2002, Mr. Brumley was the Executive
Vice President for Strategy and Corporate Development for Cambrian
Communications, LLC which filed for bankruptcy in September 2002. Mr. Brumley
retired from the U.S. Marine Corps as a Lieutenant Colonel in 1990. Mr. Brumley
holds a B.A. in Political Science and History from East Tennessee State
University and a J.D. from University of Tennessee, George C. Taylor College of
Law.

William M. Freeman. Mr. Freeman has served on the Board of Directors since
February 2007, Chairman of the Board since March 2007 and on the TerreStar board
of directors since May 2005. From May 2004 to February 2005, Mr. Freeman was the
Chief Executive Officer of Leap Wireless International, Inc. From January 1994
to January 2004, Mr. Freeman was a senior executive, most recently
President--Public Communications Group, at Verizon. Mr. Freeman also serves on
the board of directors of the CIT Group, Inc. Mr. Freeman holds a B.A. in
Economics from Drew University and an MBA in

                                       1
<PAGE>

Finance and Management from Rutgers University. In addition, Mr. Freeman also
participated in advanced management programs at Harvard, the Brookings Institute
and Rutgers.

David Andonian. Mr. Andonian has served on our Board of Directors since May
2006. He is currently a Managing Director of Dace Ventures, where has worked
since August 2006. From May 2003, to December 2004, Mr. Andonian served as
Executive Chairman of the board of directors, and from January 2004 to January
2006, Mr. Andonian served as the Chief Executive Officer of Affinnova, Inc. From
December 2002 to April 2003, Mr. Andonian served as an Executive in Residence at
Flagship Ventures. From July 2001 to September 2002, Mr. Andonian served as
President and Chief Operating Officer at CMGI, a leading NASDAQ 100 internet
marketing and infrastructure provider. At CMGI, he managed domestic and
international operations and was instrumental in leading the company's growth
initiatives through its business development, mergers and acquisitions,
corporate strategy and marketing functions. Prior to joining CMGI, Mr. Andonian
held several executive level positions from January, 1996 to November, 1997 with
PictureTel Corporation including General Manager of its Personal Systems
Division and Vice President of Worldwide Marketing. He began his career in sales
at IBM where he spent over fifteen years in various sales, marketing and general
management positions including VP of Worldwide Marketing and Brand Management
for IBM's PC Company. Mr. Andonian holds a B.A in Business Management from the
Isenberg School of Management at the University of Massachusetts.

Communications with Directors

The Board of Directors maintains a process for stockholders to communicate with
the Board of Directors or with individual directors. Stockholders who wish to
communicate with the Board of Directors or with individual directors should
direct written correspondence to our General Counsel at our principal executive
offices located at 12010 Sunset Hills Road, Suite 600, Reston, Virginia 20190.
Any such communication must contain (i) a representation that the stockholder is
a holder of record of stock of the Company, (ii) the name and address, as they
appear on the Company's books, of the stockholder sending such communication,
and (iii) the class and number of shares of Motient that are beneficially owned
by such stockholder. The General Counsel will forward such communications to the
Board of Directors or the specified individual director to whom the
communication is directed unless such communication is unduly hostile,
threatening, illegal or similarly inappropriate, in which case the General
Counsel has the authority to discard the communication or to take appropriate
legal action regarding such communication.

Executive Officers


Robert H. Brumley.  See Mr. Brumley's biography above.

Neil L. Hazard. Mr. Hazard has served as our Executive Vice President, Chief
Financial Officer, Treasurer and principal financial officer since September
2006. Mr. Hazard also has served as Chief Financial Officer of TerreStar Global
since October 2006 and has served as Chief Financial Officer and Treasurer of
TerreStar Networks Inc. since July 2006. In November 2006, Motient named Mr.
Hazard as its interim Chief Operating Officer. Mr. Hazard retained his titles of
Executive Vice President, Chief Financial Officer, Treasurer and principal
financial officer of Motient. From July 2001 to December 2005, Mr. Hazard served
as Chief Operating Officer at Primus Telecommunications Group, where he also
served as Chief Financial Officer from February 1996 to October 2004. Mr. Hazard
received a B.S. in Engineering from Johns Hopkins University, an M.S. in
Computer Systems Management from the University of Maryland and an M.B.A. from
the Harvard Business School. He is a Certified Public Accountant and a Certified
Management Accountant.

Jeffrey W. Epstein. Mr. Epstein has served as our General Counsel and Secretary
since September 2006. Mr. Epstein has served as the Acting General Counsel and
Secretary since October 2006 and the Associate General Counsel and Secretary
from July 2006 to December 2006 of TerreStar Networks Inc. From October 2003 to
July 2006, Mr. Epstein served as Director, Assistant General Counsel,
Transactions, for Capital One Financial Corporation. From March 2000 to
September 2003, he was an associate at the law firm Piper Rudnick LLP. Mr.
Epstein earned a B.A. in Business Administration from the University of Florida,
a J.D. from St. Thomas University School of Law and an L.L.M. in Securities and
Financial Regulation from Georgetown University Law Center.

                                       2
<PAGE>

Michael J. Reedy. Mr. Reedy has served as TerreStar's Acting Chief Operating
Officer, Senior Vice President--Network Operations since June 2005. Mr. Reedy
also has served as a Senior Vice President of TerreStar Global since February
2006. From January 2003 to August 2005, Mr. Reedy served as Chief Operating
Officer of Pegasus Global, of which he was a co-founder. From February 2002 to
January 2003, Mr. Reedy served in a variety of senior positions at Cambrian
Communications, LLC, which filed for bankruptcy in September 2002. Mr. Reedy
holds a B.A. in International Economics from Virginia Polytechnic Institute and
State University, an M.B.A. in International Business and Finance and an M.A. in
International Economics, Law and Latin American Development from The George
Washington University, where he was a Keller Fellow in International Finance.

Dennis W. Matheson. Mr. Matheson has served as TerreStar's Acting Chief
Technology Officer, Senior Vice President--Satellite Operations since January
2006. Mr. Matheson also has served as a Senior Vice President of TerreStar
Global since February 2006. From August 1993 to January 2006, Mr. Matheson
served as Chief Technical Officer of Motient. Mr. Matheson was an executive
officer of Motient at the time it filed for Chapter 11 protection. Mr. Matheson
holds a B.S. in Electrical Engineering from Clemson University and an M.S. in
Electrical Engineering from the University of Tennessee.

Doug Sobieski. Mr. Sobieski has served as TerreStar's Senior Vice
President--Wireless Networks since January 2006 and Acting Chief Marketing
Officer since October 2006. From April 1996 to December 2005, Mr. Sobieski
served in various senior positions, most recently as National Senior Vice
President of Broadband Wireless at XO Communications, which filed a Chapter 11
bankruptcy petition in June 2002. Mr. Sobieski holds a B.S. in Electrical
Engineering and an M.S. in Business and Engineering from the University of Utah.

Myrna J. Newman. Ms. Newman, elected as a Vice President of Motient in August
2005, has served as Motient's Controller, and Chief Accounting Officer. Ms.
Newman served as Motient's Principal Financial Officer from May 2004 until
September 2006. From 2001 to 2003, she was Vice President of Finance for Heads
and Threads International LLC, a subsidiary of Allegheny Corporation and
distributor of fasteners. Prior to that, from 1995 to 2001, she was the
controller of Heads and Threads. Ms. Newman received a Bachelors of Science in
Accountancy from DePaul University and an MBA from the University of Chicago.
She is a Certified Public Accountant in Illinois.

Christopher W. Downie. Mr. Downie was our Executive Vice President, Chief
Operating Officer and Treasurer from May 2004 to September 2006. From March 2004
to May 2004, Mr. Downie was appointed to the position of Executive Vice
President, Chief Operating Officer and Treasurer, and designated our Principal
Executive Officer. From April 2003 to March 2004, he served as Vice President,
Chief Financial Officer and Treasurer. From May 2002 to April 2003, Mr. Downie
worked as a consultant for CTA, a communications consulting firm. While with
CTA, Mr. Downie was primarily engaged on Motient-related and other
telecom-related matters. From February 2000 to May 2002, Mr. Downie served as
Senior Vice President and Chief Financial Officer of BroadStreet Communications,
Inc. From August 1993 to February 2000, Mr. Downie was a Vice President in the
Investment Banking Division of Daniels & Associates, LP, an investment bank
focused on communications. From 1991 to 1993, Mr. Downie was in the Corporate
Finance Department of Bear Stearns & Co. Inc. Mr. Downie served on the board of
directors of TerreStar Networks Inc. from May 2005 until September 2006. Mr.
Downie has a BA in History from Dartmouth College and an MBA from New York
University Stern School of Business.

                                       3
<PAGE>

Board Committees and Meetings

The Board of Directors consisted of seven directors at the start of 2006. One
director resigned and two were added in February, and one director was added in
each of in April and May. At our annual meeting in 2006, five incumbent
directors declined to stand for reelection, and five incumbent directors were
reelected along with one new director. The Board of Directors met 25 times
during 2006. During 2006, each director attended or participated in at least 75%
of the aggregate of the meetings held by our Board of Directors and each
committee of the Board of Directors on which he served during the period for
which he or she served. One member of our Board of Directors, Robert Brumley, is
an employee of Motient and TerreStar Networks Inc., a majority owned subsidiary.
To communicate directly with any of our directors, follow the instructions set
forth in the section above entitled "Communications with Directors." Motient
does not have a policy regarding the attendance of Board members at annual
meetings. No current director attended the 2006 annual meeting of stockholders
in person.

Director Nominations

The Board of Directors conducts its business through meetings and through its
committees. The Nominating Committee (currently David Andonian - Chairman,
Jacques Leduc, David Meltzer and William Freeman) is responsible for selecting
candidates to stand for election as directors. All of the Nominating Committee
members are independent as defined under the rules of the National Association
of Securities Dealers, Inc. Our Nominating Committee's charter is available on
our website, www.motient.com. The Nominating Committee actively seeks
individuals who meet the qualifications established by the Nominating Committee
to become members of our Board of Directors, including evaluating persons
suggested by shareowners or others, and conducting appropriate inquiries into
the backgrounds and qualifications of possible nominees. The Nominating
Committee selects those nominees whose attributes it believes would be most
beneficial to Motient. This assessment includes such issues as experience,
integrity, competence, diversity, skills, and dedication in the context of the
needs of the Board of Directors. Any stockholder that wishes to propose a
candidate should send such candidate to the attention of the Nominating
Committee at the address given in the section entitled "Communications with
Directors" above.

Board Committees

The Board of Directors has three standing committees: the Audit Committee
(comprised of Jacques Leduc - Chairman, David Andonian and William Freeman), the
Nominating Committee (comprised of David Andonian - Chairman, Jacques Leduc,
David Meltzer and William Freeman), and the Compensation and Stock Option
Committee (comprised of David Meltzer - Chairman, William Freeman and David
Andonian).

Audit Committee

In 2006, the Audit Committee consisted of Jonelle St. John, Raymond Steele and
Gerald Goldsmith through July 2006. In July 2006, Ms. St. John and Mr. Goldsmith
resigned from the Audit Committee and the Board of Directors, and Mr. LeDuc and
Mr. Andonian joined the Audit Committee. Each member of the Audit Committee is
independent as defined under the rules of the National Association of Securities
Dealers, Inc. The Audit Committee is responsible for reviewing our internal
auditing procedures and accounting controls and will consider the selection and
independence of our outside auditors. During 2006, the Audit Committee met eight
times. In February 2007, Mr. Steele resigned form the Board of Directors and the
Audit Committee, and Mr. Freeman joined the Audit Committee.

Our Board of Directors has determined that Jacques Leduc is the "Audit Committee
financial expert" as such term is defined under Item 401(h) of Regulation S-K.
Stockholders should understand that this designation is a disclosure requirement
of the SEC related to Mr. Leduc's experience and understanding with respect to
certain accounting and auditing matters. The designation does not impose on Mr.
Leduc any duties, obligations or liability that are greater than are generally
imposed on him as a member of the Audit Committee and Board of Directors, and
his designation as the Audit Committee financial expert pursuant to this SEC
requirement does not affect the duties, obligations or liability of any other
member of the Audit Committee or Board of Directors. In making this
determination, the Board of Directors considered Mr. Leduc's educational
background, and business experience, which is described above.

                                       4
<PAGE>

Compensation and Stock Option Committee

The Compensation and Stock Option Committee or Compensation Committee consisted
of Raymond Steele, Gerald Goldsmith, Gerry Kittner and Jonelle St. John through
July 2006, and Raymond Steele, David Meltzer and David Andonian from July 2006
to February 2007. In February 2007 the committee was restructured to its present
composition. The Compensation and Stock Option Committee is responsible for
reviewing certain of Motient's compensation programs, making recommendations to
the Board of Directors with respect to compensation, and administering our stock
option plan. During 2006, the Compensation and Stock Option Committee met eight
times.

Section 16(a) Beneficial Ownership Reporting Compliance

Under the securities laws of the United States, our directors, executive
officers and any persons holding more than ten percent of our common stock are
required to report their ownership of the common stock and any changes in that
ownership to the SEC. Specific due dates for these reports have been established
by the SEC, and we are required to report in this Annual Report any failure to
file by these dates. Based on our review of these reports filed during and in
connection with the year ended December 31, 2006, and on certain written
representations, we do not believe that any of our directors, officers or
beneficial owners of more than ten percent of our common stock failed to file a
form or report a transaction on a timely basis.

Code of Ethics

We have adopted a code of ethics that applies to our principal executive
officer, principal financial officer and principal accounting officer. This code
of ethics has been approved by our Board of Directors, and has been designed to
deter wrongdoing among directors, officers and employees and promote honest and
ethical conduct, full, fair, accurate and timely disclosure, compliance with
applicable laws, rules and regulations, prompt internal reporting of code
violations, and accountability for adherence to our code. Our code of ethics is
available on our website, www.motient.com.

Item 11. Executive Compensation.
-------------------------------

Summary Compensation Table

The following table shows the compensation paid by Motient and its subsidiaries
for the fiscal year ended December 31, 2006 to the Chief Executive Officer, the
Chief Financial Officer, the next three most highly compensated executive
officers as of December 31, 2006, one additional person who served as the
principal executive officer and one additional person who served as the
principal financial officer in 2006, neither of whom were serving in those
capacities on December 31, 2006.

<TABLE>
<CAPTION>
                                                  SUMMARY COMPENSATION TABLE

------------------------------------------------------------------------------------------------------------------------------------
                                                                                            Change in
                                                                                           Pension Value
                                                                                               and
                                                                              Non-Equity   Nonqualified
                                                                               Incentive     Deferred
                                                      Stock       Option         Plan      Compensation      All Other
    Name and Principal             Salary    Bonus    Awards      Awards      Compensation    Earnings      Compensation     Total
         Position         Year      ($)       ($)      ($)        ($)(1)          ($)           ($)            ($)(2)         ($)
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>     <C>       <C>                 <C>                                           <C>         <C>
Robert Brumley            2006    300,000   365,625             3,201,232         ---           ---           6,965       3,873,822
President, CEO (3)        ----------------------------------------------------------------------------------------------------------
                          2005    142,437     ---      ---        572,018         ---           ---           3,313         717,768
------------------------------------------------------------------------------------------------------------------------------------
Neil Hazard
Executive Vice President,
CFO (4)                   2006    131,154   103,125    ---        474,000         ---           ---              20         708,299
------------------------------------------------------------------------------------------------------------------------------------
Dennis Matheson (5)       2006    200,000   150,000    ---      2,401,500         ---           ---             140       2,751,640
                          ----------------------------------------------------------------------------------------------------------
                          2005    190,800    28,800    ---         56,321         ---           ---             298         276,219
                          ----------------------------------------------------------------------------------------------------------
                          2004    192,880    89,908    ---         ---            ---           ---             248         283,036
------------------------------------------------------------------------------------------------------------------------------------
Michael Reedy (6)         2006    200,000   191,667    ---      2,198,478         ---           ---             ---       2,590,145
                          ----------------------------------------------------------------------------------------------------------
                          2005     76,923     ---      ---        317,022         ---           ---             100         394,045
------------------------------------------------------------------------------------------------------------------------------------
Doug Sobieski (7)         2006    200,000   150,000    ---      2,401,500         ---           ---             200       2,751,700
------------------------------------------------------------------------------------------------------------------------------------
Christopher W. Downie     2006    178,154   191,250    ---      2,486,870         ---           ---         620,048 (10)  3,476,322
Executive Vice President, ----------------------------------------------------------------------------------------------------------
COO and Treasurer (8)     2005    231,058    50,000 2,318,750     395,031         ---           ---             312       2,995,131
                          ----------------------------------------------------------------------------------------------------------
                          2004    225,707     ---      ---        989,970         ---           ---             264       1,215,941
------------------------------------------------------------------------------------------------------------------------------------
Myrna J. Newman           2006    154,808   100,000    ---      1,456,017         ---           ---         20,822 (11)   1,731,647
Vice President, CAO,      ----------------------------------------------------------------------------------------------------------
Controller (9)            2005    135,692   118,300   278,250     203,382         ---           ---             209         735,833
                          ----------------------------------------------------------------------------------------------------------
                          2004    138,641     ---      ---         ---            ---           ---             166         138,807
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       5
<PAGE>

(1)  Note: Option award amounts were calculated in accordance with FAS 123R,
     including the effect of acceleration of the TerreStar Networks options,
     using the exercise price of the Option award on the date of grants. In
     addition, each amount reflected in this column is the compensation cost
     recognized by Motient during fiscal 2006 under Statement of Financial
     Accounting Standard No. 123R (Share-Based Payment) for grants made in 2006
     and prior years. The fair value of each grant is estimated on the date of
     grant using the Black-Scholes option-pricing model.
(2)  Includes group term life insurance premiums, severance payments for Mr.
     Downie, paid time off payments for Mr. Downie and Ms. Newman, and includes
     COBRA payments for Mr. Brumley.
(3)  Mr. Brumley's employment began in July 2005. Option awards reflect 225,000
     TerreStar options granted on July 18, 2005. Mr. Brumley's bonus for 2005 of
     $140,625 was paid in 2006.
(4)  Mr. Hazard's employment began in July 2006. Option awards reflect 200,000
     TerreStar options granted on July 11, 2006.
(5)  Mr. Matheson's option awards reflect 18,000 Motient option awards granted
     in August 2005 and 150,000 TerreStar options granted on January 2, 2006.
(6)  Mr. Reedy's employment began in August 2005. Option awards reflect 150,000
     TerreStar options granted on August 15, 2005. Mr. Reedy's bonus for 2005 of
     $41,667 was paid in 2006.
(7)  Mr. Sobieski's employment began in January 2006. Option awards reflect
     150,000 TerreStar options granted on January 1, 2006.
(8)  Mr. Downie's employment terminated on September 27, 2006. Option awards
     reflect 100,000 Motient options granted on August 4, 2004, 20,000 TerreStar
     options granted in July 2005 and 110,000 Motient options granted in August
     2005. Mr. Downie also received an award of 125,000 shares of Motient
     restricted stock in March 2006. Mr. Downie was the Principal Executive
     Officer of Motient until September 27, 2006.
(9)  Ms. Newman's option awards reflect 65,000 Motient options granted in August
     2005, 15,000 TerreStar options granted in August 2006, and 110,000 Motient
     options granted in November 2006. Ms. Newman also received an award of
     15,000 shares of Motient restricted stock in March 2006. Ms. Newman was the
     Principal Financial Officer of Motient until September 27, 2006.
(10) Includes $593,438 paid out in severance pursuant to the employment
     agreement with Mr. Downie.
(11) Includes $20,330 paid out as to Ms. Newman for accrued paid time off.



                                       6
<PAGE>

<TABLE>
<CAPTION>
                          GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2006

-------------------------------------------------------------------------------------------------------------
                                       Estimated Future Payouts Under         Estimated Future Payouts Under
                                      Non-Equity Incentive Plan Awards         Equity Incentive Plan Awards
-------------------------------------------------------------------------------------------------------------







                        Grant       Threshold     Target       Maximum      Threshold    Target    Maximum
        Name            Date           ($)         ($)           ($)           (#)        (#)        (#)
        (a)              (b)           (c)         (d)          (e)(4)         (f)        (g)        (h)
-------------------------------------------------------------------------------------------------------------
<S>                  <C>                        <C>            <C>
Robert Brumley            ---          ---      $150,000       $365,625        ---        ---        ---
-------------------------------------------------------------------------------------------------------------
Neil Hazard           7/11/2006        ---      $137,500(3)    $103,125        ---        ---        ---
-------------------------------------------------------------------------------------------------------------
Dennis Matheson        1/2/2006        ---      $100,000       $150,000        ---        ---        ---
-------------------------------------------------------------------------------------------------------------
Michael Reedy             ---          ---      $100,000       $191,667        ---        ---        ---
-------------------------------------------------------------------------------------------------------------
Doug Sobieski          1/1/2006        ---      $100,000       $150,000        ---        ---        ---
-------------------------------------------------------------------------------------------------------------
Christopher Downie        ---          ---          ---           ---          ---        ---        ---
-------------------------------------------------------------------------------------------------------------
Myrna Newman           8/2/2006        ---          ---           ---          ---        ---        ---
-------------------------------------------------------------------------------------------------------------
                     11/01/2006        ---          ---           ---          ---        ---        ---
-------------------------------------------------------------------------------------------------------------
</TABLE>

       GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2006 (CONTINUED)

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


--------------------------------------------------------------------------
                                                                   Grant
                                       All Other                   Date
                        All Other       Option                     Fair
                      Stock Awards:     Awards:      Exercise      Value
                        Number of      Number of     or Base        of
                        Shares of      Securities    Price of      Stock
                         Stock or      Underlying     Option        and
                          Units         Options       Awards      Option
       Name                (#)            (#)         ($/Sh)      Awards
        (a)                (i)            (j)          (k)          (l)
--------------------------------------------------------------------------
Robert Brumley             ---            ---           ---         ---
--------------------------------------------------------------------------
Neil Hazard                ---          200,000 (1)    24.42        2.37
--------------------------------------------------------------------------
Dennis Matheson            ---          150,000 (1)    24.42       16.01
--------------------------------------------------------------------------
Michael Reedy              ---            ---          ---          ---
--------------------------------------------------------------------------
Doug Sobieski              ---          150,000 (1)    24.42       16.01
--------------------------------------------------------------------------
Christopher Downie         ---            ---          ---         ---
--------------------------------------------------------------------------
Myrna Newman               ---           15,000 (1)    24.42        2.37
--------------------------------------------------------------------------
                           ---          110,000 (2)    10.80        7.65
--------------------------------------------------------------------------

(1)  Options granted under the 2002 TerreStar Networks Inc. Stock Incentive Plan
(2)  Options granted under the 2006 Motient Corporation Equity Incentive Plan
(3)  Based on Mr. Hazard's annualized salary of $275,000. Bonus payment was
     based on partial year salary since Mr. Hazard joined TerreStar in July
     2006.
(4)  Amounts in excess of target were considered and awarded by TerreStar
     Compensation Committee for milestones achieved during 2006.

                                       7
<PAGE>

<TABLE>
<CAPTION>
                                           OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2006
---------------------------------------------------------------------------------------------------------------------------------
                                         Option Awards                                               Stock Awards
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                       Equity
                                                                                                            Equity    Incentive
                                                                                                           Incentive    Plan
                                                                                                             Plan      Awards:
                                                                                                   Market   Awards:    Market
                                                      Equity                                       Value    Number    or Payout
                                                     Incentive                                       of       of      Value of
                                                       Plan                              Number    Shares  Unearned   Unearned
                                                      Awards:                              of        or     Shares,    Shares,
                       Number of      Number of      Number of                           Shares   Units of Units or   Units or
                      Securities     Securities     Securities                          or Units   Stock     Other      Other
                      Underlying     Underlying     Underlying                          of Stock    that    Rights     Rights
                      Unexercised    Unexercised    Unexercised   Option                  that      Have   that Have  that Have
                        Options        Options       Unearned    Exercise     Option      Have      Not       Not        Not
                          (#)            (#)          Options      Price    Expiration     Not     Vested   Vested     Vested
      Name            Exercisable   Unexercisable       (#)         ($)        Date      Vested     ($)       (#)        ($)
      (a)                (b)             (c)            (d)         (e)        (f)         (g)      (h)       (i)        (j)
---------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>     <C>        <C>                      <C>       <C>
Robert Brumley         225,000 (1)        ---           ---        24.42     7/17/2015     ---      ---       ---        ---
---------------------------------------------------------------------------------------------------------------------------------
Neil Hazard            200,000 (1)        ---           ---        24.42     7/10/2016     ---      ---       ---        ---
---------------------------------------------------------------------------------------------------------------------------------
Dennis Matheson        150,000 (1)        ---           ---        24.42     1/01/2016     ---      ---       ---        ---
---------------------------------------------------------------------------------------------------------------------------------
Michael Reedy          150,000 (1)        ---           ---        24.42     8/14/2015     ---      ---       ---        ---
---------------------------------------------------------------------------------------------------------------------------------
Doug Sobieski          150,000 (1)        ---           ---        24.42    12/31/2015     ---      ---       ---        ---
---------------------------------------------------------------------------------------------------------------------------------
Christopher Downie       ---              ---           ---         ---        ---         ---      ---       ---        ---
---------------------------------------------------------------------------------------------------------------------------------
Myrna Newman            15,000 (1)        ---           ---        24.42     8/01/2016     ---      ---       ---        ---
---------------------------------------------------------------------------------------------------------------------------------
                         ---            110,000 (2)     ---        10.80    10/31/2016     ---      ---       ---        ---
---------------------------------------------------------------------------------------------------------------------------------
                        65,000 (2)        ---           ---        23.15     8/04/2015     ---      ---       ---        ---
---------------------------------------------------------------------------------------------------------------------------------
                         5,999 (2)        ---           ---         3.00     4/20/2013     ---      ---       ---        ---
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

________________________________

(1)  Options granted under the 2002 TerreStar Networks Inc. Stock Incentive Plan

(2)  Options granted under the 2006 Motient Corporation Equity Incentive Plan


<TABLE>
<CAPTION>
                    OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2006
---------------------------------------------------------------------------------------------------
                                    Option Awards                          Stock Awards
---------------------------------------------------------------------------------------------------
                           Number of                             Number of
                            Shares                                Shares
                          Acquired on      Value Realized       Acquired on    Value Realized
                            Exercise         on Exercise          Vesting       on Vesting
      Name                    (#)                ($)                (#)              ($)
      (a)                     (b)                (c)                (d)              (e)
---------------------------------------------------------------------------------------------------
<S>                          <C>                <C>               <C>             <C>
Christopher Downie           1,160              9,640             120,000         1,500,000
---------------------------------------------------------------------------------------------------
Myrna Newman                   -                  -                15,000           180,000
---------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------
                                                                     -                -
---------------------------------------------------------------------------------------------------
                                                                     -                -
---------------------------------------------------------------------------------------------------
</TABLE>

________________________________

                                       8
<PAGE>

<TABLE>
<CAPTION>
                                         DIRECTOR COMPENSATION FOR FISCAL YEAR 2006

--------------------------------------------------------------------------------------------------------------------------------
                                                                                   Change in
                                                                                  Pension Value
                            Fees                                                      and
                           Earned                                 Non-Equity     Nonqualified
                           or Paid      Stock        Option     Incentive Plan      Deferred          All Other
                           in Cash      Awards       Awards      Compensation     Compensation      Compensation       Total
     Name                    ($)         ($)          ($)            ($)            Earnings            ($)             ($)
     (a)                     (b)         (c)          (d)            (e)              (f)               (g)             (h)
--------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>        <C>            <C>                                                             <C>
David Andonian             49,500      400,500      155,850          ---              ---               ---           605,850
--------------------------------------------------------------------------------------------------------------------------------
Gerald Goldsmith (1)      112,500      400,500       14,550          ---              ---               ---           527,550
--------------------------------------------------------------------------------------------------------------------------------
David Grain                57,000      333,750      155,850          ---              ---               ---           546,600
--------------------------------------------------------------------------------------------------------------------------------
Gerry Kittner (1)          99,750      400,500       14,550          ---              ---               ---           514,800
--------------------------------------------------------------------------------------------------------------------------------
Jacques Leduc              49,500      400,500      155,850          ---              ---               ---           605,850
--------------------------------------------------------------------------------------------------------------------------------
David Meltzer              52,500      333,750      155,850          ---              ---               ---           542,100
--------------------------------------------------------------------------------------------------------------------------------
Stephen Singer (1)         67,500      467,250       14,550          ---              ---               ---           549,300
--------------------------------------------------------------------------------------------------------------------------------
Jonelle St. John (1)      120,250      400,500       14,550          ---              ---               ---           535,300
--------------------------------------------------------------------------------------------------------------------------------
Raymond Steele            206,250    1,296,750      457,125          ---              ---               ---         1,960,125
--------------------------------------------------------------------------------------------------------------------------------
Barry Williamson (1)       70,500      467,250       14,550          ---              ---               ---           552,300
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Ms. St. John and Messrs. Goldsmith, Kittner, Singer and Williamson did not
     stand for reelection at our 2006 Annual Meeting of Stockholders.


Board of Director Compensation

        In February 2006, the Compensation and Stock Option Committee engaged a
compensation consultant to review our directors and officers compensation
programs. Based on that review, effective January 1, 2006, each non-employee
member of the Board of Director is entitled to an annual retainer of $30,000,
each member of the Compensation and Stock Option Committee and the Nominating
Committee is entitled to an additional retainer of $5,000 per year, and each
member of the Audit Committee is entitled to an additional retainer of $10,000
per year. In addition, the Chairperson of the Compensation and Stock Option
Committee and the Nominating Committee receives an additional retainer of
$10,000 per year and the Chairperson of the Audit Committee receives an
additional retainer of $15,000 per year. In addition, non-employee members of
the Board will receive meeting fees of $1,500 for each Board meeting in excess
of six (6) per year. Each member of the Compensation and Stock Option Committee
or the Nominating Committee will receive meeting fees of $2,000 for each
committee meeting in excess of three (3) per year, each member of the Audit
Committee will receive meeting fees of $2,500 for each meeting in excess of four
(4) per year.

        Members of the Board of Directors receive an initial grant of 20,000
restricted shares upon joining the Board of Directors and annual grants of
15,000 stock options upon re-election.

Raymond Steele retired from the Motient Board of Directors in February 2007. In
connection with his retirement, the Board of Directors authorized a cash payment
to Mr. Steele as if he continued to serve as Chairman of the Board and on the
Audit and Compensation Committees through September 2007. In addition, the Board
authorized the granting of his two remaining quarterly option grants under the
Chairman compensation plan.

                                       9
<PAGE>

                      COMPENSATION DISCUSSION AND ANALYSIS
                      ------------------------------------

Explanatory Note and Overview

        Our primary business is TerreStar Networks Inc. or TerreStar and as of
March 31, 2007, we owned approximately 85% of TerreStar's outstanding common
stock. During 2006, we transitioned most of our operations and infrastructure to
TerreStar and Motient's workforce (excluding TerreStar) diminished from
approximately seventy-five to ten employees by fiscal year end. Conversely, as
we executed our business plan in 2006, TerreStar expanded its workforce from
five to eighty-one employees by December 31, 2006. In 2007, we expect to
increase our total number of employees as TerreStar continues to increase its
staffing and operations. Given the foregoing changes, our dependence on the
success of TerreStar's business, and our recent restructuring transactions, we
experienced a significant change in our management structure, and the
methodology of our compensation system is currently under evaluation. It is
anticipated that any compensation changes or approved structure will solely
impact our majority-owned subsidiary, TerreStar and its executive officers and
management. We expect that a new compensation structure will be finalized,
approved by the Compensation Committee, and implemented during the second
quarter of 2007 for TerreStar employees and certain executive officers of
Motient, who also serve as officers of TerreStar.

        This Compensation Discussion and Analysis provides an overview of the
combined Motient and TerreStar compensation philosophy. For purposes of the
following section, except where the context otherwise requires or unless
otherwise indicated, the terms "we," "our" and "us" refer to Motient.

        The following discussion and analysis of compensation arrangements of
our named executive officers should be read together with the compensation
tables and related disclosures set forth elsewhere in this Annual Report. This
discussion contains forward looking statements that are based on our current
plans and expectations regarding future compensation programs. Actual
compensation programs that we adopt may differ materially from currently planned
programs as summarized in this discussion.


Compensation Committee Members

        The Compensation and Stock Option Committee or Compensation Committee is
responsible for establishing basic principles related to our compensation
programs and for providing oversight of compensation programs and policies for
senior executive officers. The Compensation Committee is currently comprised of
David Meltzer, David Andonian and William Freeman, all of whom are independent,
non-employee directors. From January 2006 through July 2006, the Compensation
Committee consisted of Raymond Steele, Gerald Goldsmith and Gerry Kittner, and
from July 2006 through February 2007, David Meltzer, David Andonian and Raymond
Steele. The Compensation Committee maintains a practice of meeting prior to
regularly scheduled meetings of the Board of Directors and generally holds
executive sessions without management present. Mr. Meltzer serves as the
Chairman of the Compensation Committee and sets the meetings and agendas.

        Although the Compensation Committee does not currently have a charter,
the Board of Directors has delegated to the Compensation Committee the
responsibilities of reviewing and approving compensation granted to our
executive officers and directors. The Compensation Committee has the authority
to retain its own compensation consultant and to obtain advice and assistance
from internal or external legal, accounting or other advisers as it sees fit.
For example, in 2006, the Compensation Committee engaged Strategic Compensation
Research Associates or SCRA, an independent third-party compensation consultant,
to review and assess the company's compensation practices for executives and
directors. Specifically, SCRA provided recommendations to the Compensation
Committee in 2006 with respect to the adoption of the Company's 2006 Equity
Incentive Plan and compensation for the Board of Directors, including the
Chairman of the Board.

        In 2006, the management of TerreStar engaged Mercer as its own
independent third-party compensation consultant, to review and provide
compensation benchmark analysis and studies to TerreStar's management in
connection with the development of a new compensation structure. Based on the
results of Mercer's benchmark of similarly situated companies, it was determined
that the overall compensation of TerreStar's employees, particularly at the

                                       10
<PAGE>

senior management level, was below market. As discussed above, the compensation
structure for TerreStar executives and certain of Motient's executives, who also
serve as executive officers of both TerreStar and Motient, is currently being
evaluated to devise a compensation plan consistent with our overall compensation
philosophy. We expect that this new compensation structure to be implemented in
the second quarter of 2007.

        At the request of the Compensation Committee, our Chief Executive
Officer, Chief Financial Officer and General Counsel/Secretary regularly
participate in Compensation Committee meetings with respect to compensation
matters. In addition, the Chief Executive Officer was actively involved in
discussions relating to setting the compensation levels for his direct reports
as well as assisting in the formation and design of our compensation programs
and policies. The Compensation Committee reviews and approves compensation
components for the Chief Executive Officer and other executive officers
including the following components:

     o    Annual base salary;
     o    Cash and equity bonuses, including target amounts;
     o    Other equity or cash compensation;
     o    Employment agreements, severance arrangements, and change in control
          agreements/provisions, as applicable; and
     o    Any other material benefits, compensation or arrangements.

Compensation Committee Activity

     During 2006, the Compensation Committee met eight times and acted on the
following matters:

     o    Director compensation;
     o    Employee bonuses for 2006;
     o    Amendment employment agreements with three executives (Messrs. Downie
          and Macklin and Ms. Newman);
     o    Approval of a cash retention plan for certain employees in connection
          with the sale of assets to Geologic Solutions; and
     o    Approval of compensation for the Chairman of the Board.

        In addition to the above activities, as discussed herein, it is expected
that the Compensation Committee will finalize and approve the new compensation
structure being evaluated and considered for employees of TerreStar and certain
executive officers of Motient. This compensation structure is expected to be
implemented during the second quarter of 2007.

Compensation Philosophy

        We design our compensation programs to enable us to attract, retain and
motivate executive officers to support and achieve our short-term and long-term
strategic goals, and to compliment our efforts to develop our integrated
next-generation communications system. To the extent possible, the Compensation
Committee also believes it is important to seek to foster a stockholder
perspective in management by awarding stock options and other equity based
awards to align the interests of our executives with those of our stockholders.

        With respect to former Motient executive management, our Compensation
Committee played an active role in setting compensation on a case-by-case basis
according to the philosophy set forth above, giving particular consideration
towards incenting outgoing management to complete certain strategic
transactions.

        With respect to the continuing Motient executive management, an
individual's compensation is determined with respect to each element based upon
an independently conducted analysis of publicly-available compensation data and
compensation survey data of comparable companies. The Chief Executive Officer
delivers a performance evaluation for each of the other executive officers to
the members of the Compensation Committee and makes recommendations on
compensation arrangements, including adjustments in base salary, changes in
target bonus awards and/or metrics for earning cash incentives and equity
grants. Such recommendation is based on competitive market data and a variety of
other factors, including individual performance, market competitive pressures,

                                       11
<PAGE>

business conditions, the vesting and value of current equity grants, our overall
performance and the potential financial impact of implementing the
recommendations. The Compensation Committee considers, but is not bound to and
does not always accept, the recommendations of the Chief Executive Officer with
respect to executive officer compensation. In addition, the Compensation
Committee occasionally seeks input from independent compensation consultants
prior to making any final determinations.

        To determine the compensation of our Chief Executive Officer and other
executive officers, the Compensation Committee, through consultation with the
remaining independent members of the Board of Directors, assesses each officer's
performance and considers competitive market data and other factors described
herein.

        We believe it is in our stockholders' best interests to ensure that our
executive compensation is competitive with those of other companies of similar
size and complexity. The Compensation Committee seeks independent professional
assistance and advice from outside consulting firms from time to time in the
development and utilization of the competitive market data and the establishment
of its executive compensation programs.

        Based upon the compensation survey data and publicly-available
information, we produced an overall range of competitive market data for the
compensation of each of our executive officers and each of TerreStar's executive
officers.

Elements of Compensation

Base Salary
-----------

        We target base salary at the median level of the compensation survey
data and publicly-available information mentioned above in order to retain and
reward executive talent. However, to better support our objective to retain and
properly reward executive officers, we also consider other factors, such as
duties and responsibilities not typically found in similar positions with
comparable companies, prior experience, job performance, tenure, any distinctive
value to the organization, and general market conditions.

Cash Incentives
---------------

        We structure a cash incentive plan, our Bonus Plan, to align the
financial incentives of our employees and executive officers with our short-term
and long-term operating goals and interests of our stockholders, and to reward
exceptional performance. Some of our executive officers who currently have
employment agreements with TerreStar have cash bonus amounts set forth in such
contracts. Messrs. Brumley and Hazard serve as officers of Motient and TerreStar
but neither receives compensation for their service as executives of Motient.
Each fiscal year, the Compensation Committee approves the structure, performance
metrics as well as each metric's relative weighting under our Bonus Plan. For
2006, the Compensation Committee considered the various goals and milestones
established and achieved by TerreStar and its executive officers and ascribed a
ratio of 1.5x to the bonus targets for exceeding these goals.

        In 2006, the Chief Executive Officer's annual target bonus was
approximately 50% of his annual base salary and the annual target bonus for our
Chief Financial Officer was 50% of his annual base salary. The fiscal 2006
bonuses for our Chief Executive Officer and Chief Financial Officer were based
on targets established in their employment agreements multiplied by the ratio
described above for exceeding the goals and objections. Similar calculations
were used for other executive and employee bonuses and were paid out at the end
of 2006.

Equity Incentives
-----------------

        We provide long-term incentive compensation through the award of stock
options under our 2006 Equity Incentive Plan and TerreStar executives received
stock options under the 2002 TerreStar Stock Option Plan. Given Motient's
majority ownership in TerreStar, it is expected that no additional awards will
be made under the TerreStar option plan and future awards will be made solely
under the Motient plan. We can also, but have not except to our Board of
Directors, award restricted stock and other equity incentives under our 2006
Equity Incentive Plan. In the past, we had also granted stock options under our
2002 Stock Option Plan and restricted stock under our 2004 Restricted Stock
Plan. No additional options or restricted stock may be granted under these plans

                                       12
<PAGE>

in the future, however, the plans are still in effect with respect to
outstanding equity already granted. These awards generally vest over a number of
years or upon the occurrence of certain strategic transactions. Due to the
various strategic transactions that we have undertaken over the last several
years, many of these stock options have already vested for employees who had
received these awards prior to the occurrence of the transactions.

        The Compensation Committee regularly reviews our long-term incentive
compensation practices. Potential changes include adjusting the mix of equity
awards granted, adjusting the vesting schedule of the equity awards, and using
other forms of equity and/or non-equity long term incentive compensation with
vesting based upon the achievement of performance metrics. Consistent with our
philosophy of paying for performance, no executive is entitled to an automatic
equity grant. In determining the proper amount and mixture of equity awards
granted to each executive officer, we consider a variety of factors, including
such executive officer's contribution to our performance, current equity
holdings, ability to influence future performance and relative position within
our organization, the competitive market data described above, the relative
value of each equity award, the financial impact on our profitability and the
dilutive impact to our stockholders.

        In 2006, TerreStar granted options under the 2002 TerreStar Stock Option
Plan to attract new hires as TerreStar built out its work force to eighty-one
employees at year end. TerreStar's stock options typically vest 1/3 per year and
have a 10 year term. It is expected that any future awards will be solely made
under the Motient option plan. In addition, both the TerreStar and Motient stock
options generally have change in control vesting acceleration, forfeiture,
transfer restrictions and other customary provisions.

        In determining which elements of compensation are to be paid, and how
they are weighted, we also take into account our compliance with Internal
Revenue Code Section 162(m). Section 162(m) of the Internal Revenue Code
precludes us from taking a deduction for compensation in excess of $1 million
for our executive officers named in the Summary Compensation Table. Certain
performance-based compensation is specifically excluded from the deduction
limit. Our policy is to qualify, to the extent reasonable, the compensation of
our executive officers for deductibility under applicable tax laws. However, the
Compensation Committee believes that its primary responsibility is to provide a
compensation program to meet our stated objectives and that the loss of a tax
deduction may be necessary in some circumstances.

Generally Available Benefit Plans and Executive Perquisites
-----------------------------------------------------------

        In 2006, we provided each of our executive officers health care coverage
and life insurance coverage that is generally available to all of our salaried
employees. We also offer each of our executive officers the ability to
participate in our tax-qualified 401(k) Plan on the same terms available to each
of our salaried employees. Under our 401(k) Plan, we provide all employees with
matching contributions that are subject to vesting over time. Our executive
officers do not receive any retirement benefits beyond those generally available
to our salaried employees.


                                       13
<PAGE>

Compensation Committee Report on Executive Compensation

        We, the Compensation Committee of the Board of Directors, have reviewed
and discussed the Compensation Discussion and Analysis, or CD&A, within the
Executive Compensation section of this Annual Report with the management of the
Company. Based on such review and discussion, we are of the opinion that the
executive compensation policies and plans provide appropriate compensation to
properly align Motient Corporations' performance and the interests of its
stockholders through the use of competitive and equitable executive compensation
in a balanced and reasonable manner, for both the short and long-term.
Accordingly, we have recommended to the Board of Directors that the CD&A be
included as part of this filing.

Submitted by the Compensation Committee of the Board of Directors:

David Meltzer, Chairman
David Andonian
William Freeman



Change of Control Agreements

Pursuant to a plan of reorganization, Motient entered into a change of control
agreement, effective May 1, 2002, with each of Ms. Peterson, Mr. Crawford and
eight other former vice presidents of Motient. Under the agreements, each
officer is eligible to receive one year of their annual base salary (excluding
cash bonus) in the event that both (x) a "change in control" or an anticipated
"change in control," as defined in the change of control agreement, has occurred
and (y) the employee is terminated or his or her compensation or
responsibilities are reduced. The events constituting a "change of control"
generally involve the acquisition of greater than 50% of the voting securities
of Motient, as well as certain other transactions or events with a similar
effect. The agreements for Mr. Crawford and Ms. Peterson were amended and paid
out in 2006. All other employees covered by these agreements are no longer
employed by us.

On November 21, 2005, Motient entered into employment agreements with each of
Mr. Downie, Ms. Newman and Mr. Macklin. The agreements provide for annual
salaries of $240,000, $150,000 and $175,000, annual cash bonuses of up to 50%,
35% and 35%, and grants of 125,000, 15,000, and 15,000 shares of restricted
common stock, respectively. The restricted stock grant and 176,664 unvested
stock options will vest upon the consummation of a change of control. Ms.
Newman's and Mr. Macklin's employment agreements provide for a severance payment
of up to two year's salary, bonus and benefits value upon termination by the
company without cause, or upon termination by the employee for good reason. The
severance amount payable to either Ms. Newman or Mr. Macklin decreases by one
month's pay for each month such employee is employed after November 2005, to a
minimum severance payment of one year's salary. Mr. Downie's severance payment
is equivalent to eighteen months' of his salary, bonus and benefit value. On
March 9, 2006 we amended the November 21, 2005 employment agreements with Mr.
Downie, Ms. Newman and Mr. Macklin. The amendments were made to clarify certain
provisions relating to events triggered by a change of control. Mr. Downie is no
longer employed with us and his severance payment was made in 2006. In September
2006 and November 2006, we amended and restated the employment agreements with
Mr. Macklin and Ms. Newman, respectively. These amendments reflected their new
positions with us.

Compensation and Stock Option Committee Interlocks and Insider Participation

In 2006, the Compensation and Stock Option Committee of Motient's board of
directors consisted of Messrs. Steele, Kittner, Goldsmith and Ms. St. John (from
May 2005 through July 2006), and Messrs. Meltzer, Steele and Andonian from
August 2006 to February 2007. Mr. Steele resigned from the board and Mr. Freeman
took his place on the Compensation Committee in February 2007. During this time,
none of these individuals were executive officers or employees of Motient or its
subsidiaries, and no "compensation committee interlocks" existed during 2006.

                                       14
<PAGE>

Item 12. Security Ownership of Certain Beneficial Owners and Management and
---------------------------------------------------------------------------
Related Stockholder Matters.
---------------------------

The following table sets forth certain information known to us with respect to
the beneficial ownership of our common stock as of April 26, 2007 (unless
otherwise indicated), by:

     o    each person known by us to be a beneficial owner of five percent (5%)
          or more of our common stock;
     o    each current director, each of whom is also a nominee for election as
          a director;
     o    each executive officer named in the summary compensation table in Item
          11 of this Annual Report; and
     o    all current directors and executive officers as a group.

Shares outstanding is based on 84,478,855 shares of common stock outstanding
(shares of common stock subject to options or warrants which are currently
exercisable or will become exercisable within 60 days after April 26, 2007 or
issuable upon conversion of preferred stock are deemed outstanding for computing
the percentage for the person or group holding such shares or warrants, but are
not deemed outstanding for computing the percentage for any other person or
group).

Except as otherwise indicated, each person listed in the table has sole voting
and investment power with respect to the shares beneficially owned, subject to
community property laws, where applicable.

--------------------------------------------------------------------------------
Name                                Shares Owned           Percent of Class (2)
--------------------------------------------------------------------------------
Directors and Executive Officers
--------------------------------------------------------------------------------
Robert Brumley                      -                      -
--------------------------------------------------------------------------------
Neil Hazard                         -                      -
--------------------------------------------------------------------------------
Jeffrey Epstein                     -                      -
--------------------------------------------------------------------------------
Michael Reedy                       -                      -
--------------------------------------------------------------------------------
Dennis Matheson                     -                      -
--------------------------------------------------------------------------------
Doug Sobieski                       -                      -
--------------------------------------------------------------------------------
Myrna Newman                        115,665                *
--------------------------------------------------------------------------------
Christopher W. Downie               -                      -
--------------------------------------------------------------------------------
David Andonian, Director            45,000                 *
--------------------------------------------------------------------------------
William Freeman, Director           -                      -
--------------------------------------------------------------------------------
Jacques Leduc, Director             45,000                 *
--------------------------------------------------------------------------------
David Meltzer, Director             40,000                 *
--------------------------------------------------------------------------------
Current Directors and Officers      249,665                *
as a Group (11 persons)
--------------------------------------------------------------------------------
Other 5% Stockholders
--------------------------------------------------------------------------------
Funds Affiliated with Harbert       23,367,711             26.5%
Management Corporation
--------------------------------------------------------------------------------
Funds Affiliated with Highland      9,024,326              10.4%
Capital Management
--------------------------------------------------------------------------------
Stanfield Offshore Leveraged        7,752,871              9.0%
Assets, Ltd.
--------------------------------------------------------------------------------
Funds Affiliated with Tudor         5,294,814              6.2%
Investment Corp.
--------------------------------------------------------------------------------
George W. Haywood                   4,813,026              5.7%
--------------------------------------------------------------------------------
BCE Inc.                            4,531,213              5.4%
--------------------------------------------------------------------------------
 *Less than 1%.

                   Notes Regarding Beneficial Ownership Table:

o    The address for all officers and directors is c/o Motient Corporation,
     12010 Sunset Hills Road, 6th Floor, Reston, Virginia 20190.

o    Robert H. Brumley. Mr. Brumley became our President and Chief Executive
     Officer on September 27, 2006 and was elected to our Board of Directors on
     August 4, 2006.

o    Neil L. Hazard. Mr. Hazard became our Executive Vice President, Chief
     Financial Officer and Treasurer on September 27, 2006.

                                       15
<PAGE>

o    Jeffrey Epstein. Mr. Epstein became our General Counsel and Secretary on
     September 27, 2006

o    Michael Reedy. Mr. Reedy serves as Acting Chief Operating Officer, Senior
     Vice President-Network Operations of TerreStar Networks Inc., a
     majority-owned subsidiary of Motient.

o    Dennis Matheson. Mr. Matheson serves as Acting Chief Technology Officer,
     Senior Vice President-Satellite Operations of TerreStar Networks Inc., a
     majority-owned subsidiary of Motient.

o    Doug Sobieski. Mr. Sobieski serves as Senior Vice President-Wireless
     Networks of TerreStar Networks Inc., a majority-owned subsidiary of
     Motient.

o    Myrna Newman. Ms. Newman serves as our Chief Accounting Officer and
     Controller. As of April 26, 2007, Ms. Newman's share ownership included
     8,000 shares of common stock and 107,665 shares issuable upon exercise of
     currently vested stock options.

o    Christopher W. Downie. Mr. Downie served as our Executive Vice President,
     Chief Operating Officer and Treasurer until September 2006.

o    David Andonian. Includes 30,000 shares of restricted common stock and
     immediately exercisable options to purchase 15,000 shares of common stock,
     all of which options are vested.

o    William Freeman. Mr. Freeman was elected to our Board of Directors on
     January 31, 2007.

o    Jacques Leduc. Includes 30,000 shares of restricted common stock and
     immediately exercisable options to purchase 15,000 shares of common stock,
     all of which options are vested.

o    David B. Meltzer. Includes 25,000 shares of restricted common stock and
     immediately exercisable options to purchase 15,000 shares of common stock,
     all of which options are vested.

o    Funds Affiliated with Harbert Management Corporation. Pursuant to a
     Schedule 13D/A dated April 19, 2007, as filed with the Securities and
     Exchange Commission, Harbert Management Corporation reported that as of
     April. 26, 2007, it had shared voting and dispositive power over 23,367,711
     shares of common stock, including 1,886 shares issuable upon exercise of
     warrants and 3,625,170 shares issuable upon conversion of shares of Series
     B Preferred Stock. Each of Harbinger Capital Partners Master Fund I, Ltd.,
     Harbinger Capital Partners Offshore Manager, L.L.C. and HMC Investors,
     L.L.C. reported shared voting and dispositive power over 18,180,780 shares
     of common stock; Harbinger Capital Partners Offshore Manager, L.L.C. and
     HMC Investors, L.L.C. each specifically disclaimed beneficial ownership in
     such shares except to the extent of its pecuniary interest therein. Each of
     Harbinger Capital Partners Special Situations Fund, L.P., Harbinger Capital
     Partners Special Situations GP, LLC and HMC - New York, Inc. reported
     shared voting and dispositive power over 5,186,931 shares of common stock;
     each specifically disclaimed beneficial ownership in such shares except to
     the extent of its pecuniary interest therein. Philip Falcone, Raymond J.
     Harbert and Michael D. Luce reported shared voting and dispositive power
     over 23,367,711 shares of common stock; each specifically disclaimed
     beneficial ownership in such shares except to the extent of his pecuniary
     interest therein. The mailing address of Harbert Management Corporation is
     One Riverchase Parkway South, Birmingham, Alabama 35244.

o    Funds Affiliated with Highland Capital Management, L.P. Pursuant to a
     Schedule 13D/A dated November 15, 2006, as filed with the Securities and
     Exchange Commission, Highland Capital Management, L.P., and certain
     affiliated entities reported that as of November 15, 2006, it and certain
     affiliated entities had sole voting and dispositive power over 9,024,326
     shares of common stock, including 2,700,270 shares issuable upon conversion
     of shares of Series A Preferred Stock. The mailing address of Highland
     Capital Management, L.P. is Two Galleria Tower, 13455 Noel Road, Suite 800,
     Dallas, Texas 75240.

o    Stanfield Offshore Leveraged Assets, Ltd. Share ownership includes
     6,042,700 shares of common stock and 1,710,171 shares issuable upon
     conversion of shares of Series B Preferred Stock.

o    Funds Affiliated with Tudor Investment Corporation. Pursuant to a Schedule
     13G/A dated February 14, 2007, as filed with the Securities and Exchange
     Commission, Tudor Investment Corporation reported that as of December 31,

                                       16
<PAGE>

     2006, it had shared voting and dispositive power over 4,836,083 shares of
     common stock, including 133,371 shares issuable upon exercise of warrants,
     through Tudor Proprietary Trading, L.L.C., The Altar Rock Fund, L.P., The
     Raptor Global Portfolio, Ltd., and The Tudor BVI Global Portfolio Ltd. This
     amount includes warrants to purchase 233,371 shares of common stock.
     Because Tudor Investment Corporation is the sole general partner of Altar
     Rock and provides investment advisory services to Raptor Portfolio and BVI
     Portfolio, Tudor Investment Corporation may be deemed beneficially to own
     the shares of common stock owned by each. Tudor Investment Corporation
     expressly disclaimed such beneficial ownership. Because Paul Tudor Jones is
     the controlling shareholder of Tudor Investment Corporation and the
     indirect controlling equity holder of Tudor Proprietary Trading, Mr. Jones
     may be deemed beneficially to own the shares of common stock deemed
     beneficially owned by Tudor Investment Corporation and Tudor Proprietary
     Trading. Mr. Jones expressly disclaimed such beneficial ownership. Because
     Mr. Pallotta is the portfolio manager of Tudor Investment Corporation and
     Tudor Proprietary Trading, Mr. Pallotta may be deemed beneficially to own
     the shares of common stock deemed beneficially owned by Tudor Investment
     Corporation and Tudor Proprietary Trading. Mr. Pallotta expressly
     disclaimed such beneficial ownership. The mailing address of Tudor
     Investment Corporation is 1275 King Street, Greenwich, Connecticut 06831.

o    George W. Haywood. Pursuant to a Schedule 13G/A dated February 14, 2007, as
     filed with the Securities and Exchange Commission, Mr. Haywood reported
     that as of December 31, 2006, he had sole voting and dispositive power over
     4,813,026 shares of common stock (including 81,340 shares owned by Mr.
     Haywood's children and 609,686 shares underlying warrants) and shared
     voting and dispositive power over 64,000 shares of common stock. His
     mailing address is c/o Cronson & Vris, LLP, 380 Madison Avenue, 24th Floor,
     New York, New York 10017.

o    BCE, Inc. Pursuant to a Schedule 13D/A dated March 7, 2007, as filed with
     the Securities and Exchange Commission, BCE, Inc. reported that as of March
     7, 2007, it had sole voting and dispositive power over 4,531,213 shares of
     common stock, and that its mailing address is 1000, rue de la Gauchetiere
     Ouest, Bureau 3700, Montreal, Quebec H3B 4Y7, Canada.



                                       17
<PAGE>

                      Equity Compensation Plan Information

The following table provides information as of December 31, 2006 with respect to
shares of our common stock that may be issued under our existing equity
compensation plans.

<TABLE>
<CAPTION>
                                        A                                B                                C
                          -----------------------------   ------------------------------  ----------------------------------
                                                                                             Number of Securities Remaining
                            Number of Securities to be            Weighted Average           Available for Future Issuance
                             Issued Upon Exercise of             Exercise Price of          Under Equity Compensation Plans
   Plan Category              Outstanding Options               Outstanding Options       (Excluding Securities Reflected in
                                                                                                       Column A)
-----------------------   -----------------------------   ------------------------------  ----------------------------------
<S>                                  <C>                             <C>                               <C>
Equity
Compensation
Plans Approved  by                   366,066                         $   23.28                         9,633,934
Shareholders (1)

Equity
Compensation
Plans Not  Approved                     ----                              ----                              ----
by Shareholders (2)             ------------                            ------                         ---------

Total                                366,066                         $   23.28                         9,633,934
                                ============                         =========                         =========
</TABLE>

________________________

(1)  Consists of our 2002 Stock Option Plan and 2006 Equity Incentive Plan.
(2)  Consists of our 2004 Restricted Stock Plan.


Item 13. Certain Relationships and Related Transactions.
-------------------------------------------------------


We incurred expenses of $2,791,458 to related parties for service-related
obligations for the year ended December 31, 2006. Of that amount, $1,300,833 was
incurred to MSV for consulting services related to TerreStar. In addition in
2006, $1,125,000 in cash was paid to Communications Technology Advisors LLC, or
CTA, a consulting and private advisory firm specializing in the technology and
telecommunications sectors. We also incurred expenses of $365,625 in continuing
operations to CTA's founder, Jared Abbruzzese for his service as Chairman of the
Board of TerreStar.

We incurred expenses of $13,051,000 to related parties for service-related
obligations for the year ended December 31, 2005. Of that amount, $3,621,000 was
incurred to MSV for consulting services related to TerreStar. In addition in
2005, $1,773,000 in cash and $7,657,000 in stock-based compensation incurred to
CTA. At December 31, 2005, the Company had accrued $699,000 related to the
services provided by MSV. Also at December 31, 2005 there was a $70,000
payment-in-transit to MSV for services included in the above amount.


                                       18
<PAGE>

Item 14. Principal Accountant Fees and Services.
-----------------------------------------------


Audit Fees

     The following table presents fees for professional services rendered by
Friedman LLP and billed to us for the audit of our annual financial statements
for the years ended December 31, 2006 and 2005, and fees for other services
billed by Friedman LLP during those periods:

                               Twelve Months Ended        Twelve Months Ended
                               December 31, 2006          December 31, 2005
                               -----------------          -----------------
     Audit fees                $  675,397                 $  867,356
     Audit related fees            20,164                     93,024
     Tax fees                     102,541                     91,844
     Other                              0                          0
                                ---------                 ----------
              Total            $  798,102                 $1,052,224

Audit Fees. Annual audit fees relate to services rendered in connection with the
audit of the annual financial statements included in our Annual Report on Form
10-K, the quarterly reviews of financial statements included in our Quarter
Reports on Form 10-Q, registration statement consent procedures and audit and
testing of the company's internal controls in accordance with Section 404 of the
Sarbanes-Oxley Act of 2002.

Audit-Related Fees. Audit-related services include fees for consultations
concerning financial accounting and reporting matters and for services in
connection with our 401(k) Plan. Audit-related fees are disclosed as those
audit-related fees paid during the specified fiscal year.

Tax Fees. Tax services include fees for tax compliance, tax advice and tax
planning. Tax fees are disclosed as those tax fees paid during the specified
fiscal year.

All Other Fees. Includes fees related to permitted corporate finance assistance
and permitted advisory services.

Audit Committee Policies

     The Audit Committee of Motient's Board of Directors is solely responsible
for the approval in advance of all audit and permitted non-audit services to be
provided by the independent auditors (including the fees and other terms
thereof), subject to the de minimis exceptions for non-audit services provided
by Section 10A(i)(1)(B) of the Exchange Act, which services are subsequently
approved by the Audit Committee prior to the completion of the audit. None of
the fees listed above are for services rendered pursuant to such de minimis
exceptions.



                                       19
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                    MOTIENT CORPORATION



                                    By /s/ Neil Hazard
                                       ---------------
                                       Neil Hazard
                                       Executive Vice President, Chief Financial
                                       Officer and Treasurer



                                    Date:  April 27, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.



/s/ Robert Brumley*           President and Chief Executive       April 27, 2007
--------------------------    Officer, Director (principal
Robert Brumley                executive officer)

/s/ Neil Hazard*              Executive Vice President, Chief     April 27, 2007
--------------------------    Financial Officer (principal
Neil Hazard                   financial officer)

/s/ William Freeman*          Director                            April 27, 2007
--------------------------
William Freeman

/s/ David Andonian*           Director                            April 27, 2007
--------------------------
David Andonian

/s/ Jacques Leduc*            Director                            April 27, 2007
--------------------------
Jacques Leduc

/s/ David Meltzer*            Director                            April 27, 2007
--------------------------
David B. Meltzer

By: /s/ Neil Hazard           Executive Vice President, Chief
                              Financial Officer and Treasurer

*Note:  Powers of Attorney appointing Neil Hazard and Jeffrey Epstein, or any of
them acting singly, to execute this Amendment No. 1 to Form 10-K on behalf of
the above-named individuals previously were filed with the Securities and
Exchange Commission.

<PAGE>

                                  EXHIBIT INDEX



     31.1    -      Certification of the principal executive officer pursuant to
                    Section 302 of the Sarbanes-Oxley Act of 2002

     31.2    -      Certification of the principal financial officer pursuant to
                    Section 302 of the Sarbanes-Oxley Act of 2002

     32      -      Certification of the principal financial officer and
                    principal executive officer pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002