Registration No. 333-

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

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

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

                                    Delaware
                         (State or other jurisdiction of
                         incorporation or organization)

                                   93-0976127
                      (IRS employer identification number)

                            10802 Parkridge Boulevard
                              Reston, VA 20191-5416
                                 (703) 758-6000
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)
                            ------------------------

                   Motient Corporation 2002 Stock Option Plan

                            (Full Title of the Plan)
                            ------------------------

                             Walter V. Purnell, Jr.
                      President and Chief Executive Officer
                               Motient Corporation
                            10802 Parkridge Boulevard
                              Reston, VA 20191-5416
                                 (703) 758-6000
            (Name, address and telephone number of Agent for Service)

                                    Copy to:
                                Steven M. Kaufman
                                 Suzanne A. Barr
                             Hogan & Hartson L.L.P.
                                 Columbia Square
                           555 Thirteenth Street, N.W.
                           Washington, D.C. 20004-1109
                                 (202) 637-5600
                            ------------------------




                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

============================== ======================== ============================ ========================== =================
  Title of securities to be         Amount to be             Proposed maximum            Proposed maximum          Amount of
         registered                  registered          offering price per share    aggregate offering price   registration fee
                                                                    (1)                         (1)
                               ------------------------ ---------------------------- --------------------------
------------------------------ ------------------------ ---------------------------- -------------------------- -----------------
<S>                     <C>         <C>                 <C>                          <C>                         <C>
Common Stock, par value $.01        2,993,024           (1)                          $13,916,836                 $1,280.35
per share
============================== ======================== ============================ ========================== =================
</TABLE>

(1) Estimated solely for the purpose of calculating the amount of the
registration fee. The offering price per share and the aggregate offering price
are based upon (a) the exercise price of outstanding options granted under the
Motient Corporation 2002 Stock Option Plan (the "Stock Option Plan") in
accordance with Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"), and (b) the average of the bid and asked prices of the
registrant's common stock as reported on the OTC Bulletin Board on July 11, 2002
in accordance with Rule 457(c) under the Securities Act for shares issuable
pursuant to the Stock Option Plan and not subject to outstanding options. The
following chart illustrates the calculation of the proposed maximum aggregate
offering price for calculation of the registration fee:
<TABLE>
<CAPTION>

=================================================== ========================= ======================= ===========================
                        Type of Shares                  Number of Shares      Offering Price Per Share    Proposed Maximum
                                                                                                      Aggregate Offering Price
--------------------------------------------------- ------------------------- ----------------------- ---------------------------
--------------------------------------------------- ------------------------- ----------------------- ---------------------------
<S>                                                        <C>                       <C>                        <C>
Shares issuable pursuant to outstanding options
under the Stock Option Plan                                2,244,250                 $5.00 (1)(a)               $11,221,250
--------------------------------------------------- ------------------------- ----------------------- ---------------------------
--------------------------------------------------- ------------------------- ----------------------- ---------------------------
Shares otherwise issuable pursuant to the Stock
Option Plan                                                 748,774                  $3.60 (1)(b)                $2,695,586
--------------------------------------------------- ------------------------- ----------------------- ---------------------------
--------------------------------------------------- ------------------------- ----------------------- ---------------------------
Total Proposed Maximum Aggregate Offering Price                                                                 $13,916,836
=================================================== ========================= ======================= ===========================


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

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


<PAGE>






                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I will be
sent or given to each recipient of an award under the Motient Corporation 2002
Stock Option Plan, as specified by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
the instructions to Part I of Form S-8, such documents will not be filed with
the Securities and Exchange Commission (the "Commission") either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. These documents and the documents
incorporated by reference pursuant to Item 3 of Part II of this registration
statement, taken together, constitute the prospectus as required by Section
10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         Motient Corporation (the "Registrant") hereby incorporates by reference
into this registration statement the following documents filed by it with the
Commission:

o             the Registrant's Annual Report on Form 10-K for the fiscal year
              ended December 31, 2001, which was filed on March 29, 2002;

o             the Registrant's Quarterly Report on Form 10-Q for the three
              months ended March 31, 2002, which was filed on May 8, 2002;

o             the Registrant's Current Reports on Form 8-K, which were filed on
              January 10, 2002, March 4, 2002, May 2, 2002, June 4, 2002 and
              July 10, 2002; and

o             the description of the Registrant's common stock, $.01 par value
              per share (the "Common Stock"), contained in Amendment No. 2 to
              Registrant's registration statement on Form 8-A, filed May 1, 2002
              pursuant to Section 12 of the Exchange Act, including any
              amendments or reports filed for the purpose of updating such
              description.

         In addition, all documents and reports filed by the Registrant
subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14, and 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") (except, with
respect to Current Reports on Form 8-K, any information furnished under item 9),
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be part hereof from the date of filing of such documents or
reports.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

         To the extent that any proxy statement is incorporated by reference
herein, such incorporation shall not include any information contained in such
proxy statement which is not, pursuant to the Commission's rules, deemed to be
"filed" with the Commission or subject to the liabilities of Section 18 of the
Exchange Act.

         After reasonable efforts, the Registrant has not been able to obtain
the written consent of Arthur Andersen LLP to the incorporation by reference of
its report into this Registration Statement. The Registrant has dispensed with
the requirement to file the written consent of Arthur Andersen LLP in reliance
on Rule 437a promulgated under the Securities Act. Since the Registrant has not
been able to obtain the written consent of Arthur Andersen LLP, you will not be
able to recover against Arthur Andersen LLP under Section 11 of the Securities
Act for any untrue statements of material fact contained in the financial
statements audited by Arthur Andersen LLP incorporated by reference herein or
any omissions to state a material fact required to be stated therein.

Item 4.           Description of Securities.

         Not applicable. (The Registrant's common stock is registered with the
Commission under Section 12 of the Exchange Act.)

Item 5.           Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.           Indemnification of Directors and Officers.

         Under Section 145 of the Delaware General Corporation Law ("DGCL"), a
corporation may indemnify its directors, officers, employees and agents and its
former directors, officers, employees and agents and those who serve, at the
corporation's request, in such capacities with another enterprise, against
expenses, including attorneys' fees, as well as judgments, fines and settlements
in nonderivative lawsuits, actually and reasonably incurred in connection with
the defense of any action, suit or proceeding in which they or any of them were
or are made parties or are threatened to be made parties by reason of their
serving or having served in such capacity. The DGCL provides, however, that such
person must have acted in good faith and in a manner such person reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
in the case of a criminal action, such person must have had no reasonable cause
to believe his or her conduct was unlawful. In addition, the DGCL does not
permit indemnification in an action or suit by or in the right of the
corporation, where such person has been adjudged liable to the corporation,
unless, and only to the extent that, a court determines that such person fairly
and reasonably is entitled to indemnity for costs the court deems proper in
light of liability adjudication. Indemnity is mandatory to the extent a claim,
issue or matter has been successfully defended.

         The Restated Certificate of Incorporation of the Registrant (the
"Motient Certificate") provides that no director of the Registrant shall be
personally liable for breach of fiduciary duty as a director. Any repeal or
modification of such provision shall not adversely affect any right or
protection, or any limitation of the liability of, a director of the Registrant
existing at, or arising out of facts or incidents occurring prior to, the
effective date of such repeal or modification. Both the Motient Certificate and
the Amended and Restated Bylaws of the Registrant contain provisions that
further provide for the indemnification of directors and officers in accordance
with and to the fullest extent permitted by the DGCL.

         Additionally, the Registrant has entered into indemnification
agreements with certain of its directors and officers which may, in certain
cases, be broader than the specific indemnification provisions contained under
current applicable law. The indemnification agreements may require the
Registrant, among other things, to indemnify such officers, directors and key
personnel against certain liabilities that may arise by reason of their status
or service as directors, officers or employees of the Registrant and to advance
the expenses incurred by such parties as a result of any threatened claims or
proceedings brought against them as to which they could be indemnified.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

         The Index to Exhibits filed herewith and appearing immediately prior to
the exhibits hereto is incorporated herein by reference.


Item 9.           Undertakings.

(a)      The Registrant hereby undertakes:

             (1)  To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)  To include any prospectus required by Section 10(a)(3) of
the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

                   (iii)To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

             (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

             (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than for the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.





<PAGE>



                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Reston, Commonwealth of Virginia on this 12th
day of July 2002.

                                        MOTIENT CORPORATION

                                        By: /s/David H. Engvall
                                           -----------------------------------
                                           David H. Engvall
                                           Senior Vice President, General
                                             Counsel and Secretary



                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.


         Name                      Title                       Date

/s/Walter V. Purnell, Jr.     President and Chief          July 12, 2002
------------------------  Executive Officer and Director
Walter V. Purnell, Jr.     (Principal Executive Officer)


/s/W. Bartlett Snell   Executive Vice President and Chief  July 12, 2002
-----------------------   Financial Officer and Director
W. Bartlett Snell            (Principal Financial and
                                Accounting Officer)

/s/Jared E. Abbruzzese               Director              July 12, 2002
-----------------------
Jared E. Abbruzzese

                                     Director              July __, 2002
-----------------------
Gerry S. Kittner

/s/Steven G. Singer                  Director              July  7, 2002
-----------------------
Steven G. Singer

/s/Jonelle St. John                  Director              July  9, 2002
-----------------------
Jonelle St. John

                                     Director              July __, 2002
-----------------------
Brandon G. Stranzl




<PAGE>


                                Index to Exhibits

   Exhibit
     No.                            Description
     5.1        Opinion of General  Counsel of Motient  Corporation,  regarding
                the legality of the common stock registered hereby.
     23.1       Consent of General Counsel of Motient Corporation (included as
                Exhibit 5.1).
     23.2       Consent of KPMG LLP.
     24.1       Power of Attorney (included on signature page).
     99.1       Motient Corporation 2002 Stock Option Plan.
     99.2       Form of Stock Option Agreement.
[{"type": "S-8", "sequence": "1", "filename": "s8_2002.txt", "description": "OPTION PLAN", "secsgml_size_bytes": 21395}]
{"company-data": {"conformed-name": "MOTIENT CORP", "cik": "0000913665", "assigned-sic": "4899", "irs-number": "930976127", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92326", "film-number": "02702015"}, "business-address": {"street1": "10802 PARKRIDGE BLVD", "city": "RESTON", "state": "VA", "zip": "20191-5416", "phone": "7037586000"}, "mail-address": {"street1": "10802 PARKRIDGE BLVD", "city": "RESTON", "state": "VA", "zip": "20191-5416"}, "former-company": {"former-conformed-name": "AMERICAN MOBILE SATELLITE CORP", "date-changed": "19931019"}}
Registration No. 333-

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

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------

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

                                    Delaware
                         (State or other jurisdiction of
                         incorporation or organization)

                                   93-0976127
                      (IRS employer identification number)

                            10802 Parkridge Boulevard
                              Reston, VA 20191-5416
                                 (703) 758-6000
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)
                            ------------------------

                   Motient Corporation 2002 Stock Option Plan

                            (Full Title of the Plan)
                            ------------------------

                             Walter V. Purnell, Jr.
                      President and Chief Executive Officer
                               Motient Corporation
                            10802 Parkridge Boulevard
                              Reston, VA 20191-5416
                                 (703) 758-6000
            (Name, address and telephone number of Agent for Service)

                                    Copy to:
                                Steven M. Kaufman
                                 Suzanne A. Barr
                             Hogan & Hartson L.L.P.
                                 Columbia Square
                           555 Thirteenth Street, N.W.
                           Washington, D.C. 20004-1109
                                 (202) 637-5600
                            ------------------------

                         CALCULATION OF REGISTRATION FEE
============================== ======================== ============================ ========================== =================
  Title of securities to be         Amount to be             Proposed maximum            Proposed maximum          Amount of
         registered                  registered          offering price per share    aggregate offering price   registration fee
                                                                    (1)                         (1)
                               ------------------------ ---------------------------- --------------------------
------------------------------ ------------------------ ---------------------------- -------------------------- -----------------
Common Stock, par value $.01        2,993,024           (1)                          $13,916,836                 $1,280.35
per share
============================== ======================== ============================ ========================== =================
(1) Estimated solely for the purpose of calculating the amount of the
registration fee. The offering price per share and the aggregate offering price
are based upon (a) the exercise price of outstanding options granted under the
Motient Corporation 2002 Stock Option Plan (the "Stock Option Plan") in
accordance with Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"), and (b) the average of the bid and asked prices of the
registrant's common stock as reported on the OTC Bulletin Board on July 11, 2002
in accordance with Rule 457(c) under the Securities Act for shares issuable
pursuant to the Stock Option Plan and not subject to outstanding options. The
following chart illustrates the calculation of the proposed maximum aggregate
offering price for calculation of the registration fee:
=================================================== ========================= ======================= ===========================
                        Type of Shares                  Number of Shares      Offering Price Per Share    Proposed Maximum
                                                                                                      Aggregate Offering Price
--------------------------------------------------- ------------------------- ----------------------- ---------------------------
--------------------------------------------------- ------------------------- ----------------------- ---------------------------
Shares issuable pursuant to outstanding options
under the Stock Option Plan                                2,244,250                 $5.00 (1)(a)               $11,221,250
--------------------------------------------------- ------------------------- ----------------------- ---------------------------
--------------------------------------------------- ------------------------- ----------------------- ---------------------------
Shares otherwise issuable pursuant to the Stock
Option Plan                                                 748,774                  $3.60 (1)(b)                $2,695,586
--------------------------------------------------- ------------------------- ----------------------- ---------------------------
--------------------------------------------------- ------------------------- ----------------------- ---------------------------
Total Proposed Maximum Aggregate Offering Price                                                                 $13,916,836
=================================================== ========================= ======================= ===========================

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

-------------------------------------------------------------------------------------------------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I will be
sent or given to each recipient of an award under the Motient Corporation 2002
Stock Option Plan, as specified by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
the instructions to Part I of Form S-8, such documents will not be filed with
the Securities and Exchange Commission (the "Commission") either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. These documents and the documents
incorporated by reference pursuant to Item 3 of Part II of this registration
statement, taken together, constitute the prospectus as required by Section
10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

         Motient Corporation (the "Registrant") hereby incorporates by reference
into this registration statement the following documents filed by it with the
Commission:

o             the Registrant's Annual Report on Form 10-K for the fiscal year
              ended December 31, 2001, which was filed on March 29, 2002;

o             the Registrant's Quarterly Report on Form 10-Q for the three
              months ended March 31, 2002, which was filed on May 8, 2002;

o             the Registrant's Current Reports on Form 8-K, which were filed on
              January 10, 2002, March 4, 2002, May 2, 2002, June 4, 2002 and
              July 10, 2002; and

o             the description of the Registrant's common stock, $.01 par value
              per share (the "Common Stock"), contained in Amendment No. 2 to
              Registrant's registration statement on Form 8-A, filed May 1, 2002
              pursuant to Section 12 of the Exchange Act, including any
              amendments or reports filed for the purpose of updating such
              description.

         In addition, all documents and reports filed by the Registrant
subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14, and 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") (except, with
respect to Current Reports on Form 8-K, any information furnished under item 9),
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be part hereof from the date of filing of such documents or
reports.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

         To the extent that any proxy statement is incorporated by reference
herein, such incorporation shall not include any information contained in such
proxy statement which is not, pursuant to the Commission's rules, deemed to be
"filed" with the Commission or subject to the liabilities of Section 18 of the
Exchange Act.

         After reasonable efforts, the Registrant has not been able to obtain
the written consent of Arthur Andersen LLP to the incorporation by reference of
its report into this Registration Statement. The Registrant has dispensed with
the requirement to file the written consent of Arthur Andersen LLP in reliance
on Rule 437a promulgated under the Securities Act. Since the Registrant has not
been able to obtain the written consent of Arthur Andersen LLP, you will not be
able to recover against Arthur Andersen LLP under Section 11 of the Securities
Act for any untrue statements of material fact contained in the financial
statements audited by Arthur Andersen LLP incorporated by reference herein or
any omissions to state a material fact required to be stated therein.

Item 4.           Description of Securities.

         Not applicable. (The Registrant's common stock is registered with the
Commission under Section 12 of the Exchange Act.)

Item 5.           Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.           Indemnification of Directors and Officers.

         Under Section 145 of the Delaware General Corporation Law ("DGCL"), a
corporation may indemnify its directors, officers, employees and agents and its
former directors, officers, employees and agents and those who serve, at the
corporation's request, in such capacities with another enterprise, against
expenses, including attorneys' fees, as well as judgments, fines and settlements
in nonderivative lawsuits, actually and reasonably incurred in connection with
the defense of any action, suit or proceeding in which they or any of them were
or are made parties or are threatened to be made parties by reason of their
serving or having served in such capacity. The DGCL provides, however, that such
person must have acted in good faith and in a manner such person reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
in the case of a criminal action, such person must have had no reasonable cause
to believe his or her conduct was unlawful. In addition, the DGCL does not
permit indemnification in an action or suit by or in the right of the
corporation, where such person has been adjudged liable to the corporation,
unless, and only to the extent that, a court determines that such person fairly
and reasonably is entitled to indemnity for costs the court deems proper in
light of liability adjudication. Indemnity is mandatory to the extent a claim,
issue or matter has been successfully defended.

         The Restated Certificate of Incorporation of the Registrant (the
"Motient Certificate") provides that no director of the Registrant shall be
personally liable for breach of fiduciary duty as a director. Any repeal or
modification of such provision shall not adversely affect any right or
protection, or any limitation of the liability of, a director of the Registrant
existing at, or arising out of facts or incidents occurring prior to, the
effective date of such repeal or modification. Both the Motient Certificate and
the Amended and Restated Bylaws of the Registrant contain provisions that
further provide for the indemnification of directors and officers in accordance
with and to the fullest extent permitted by the DGCL.

         Additionally, the Registrant has entered into indemnification
agreements with certain of its directors and officers which may, in certain
cases, be broader than the specific indemnification provisions contained under
current applicable law. The indemnification agreements may require the
Registrant, among other things, to indemnify such officers, directors and key
personnel against certain liabilities that may arise by reason of their status
or service as directors, officers or employees of the Registrant and to advance
the expenses incurred by such parties as a result of any threatened claims or
proceedings brought against them as to which they could be indemnified.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

         The Index to Exhibits filed herewith and appearing immediately prior to
the exhibits hereto is incorporated herein by reference.

Item 9.           Undertakings.

(a)      The Registrant hereby undertakes:

             (1)  To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)  To include any prospectus required by Section 10(a)(3) of
the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

                   (iii)To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

             (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

             (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than for the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Reston, Commonwealth of Virginia on this 12th
day of July 2002.

                                        MOTIENT CORPORATION

                                        By: /s/David H. Engvall
                                           -----------------------------------
                                           David H. Engvall
                                           Senior Vice President, General
                                             Counsel and Secretary

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

         Name                      Title                       Date

/s/Walter V. Purnell, Jr.     President and Chief          July 12, 2002
------------------------  Executive Officer and Director
Walter V. Purnell, Jr.     (Principal Executive Officer)

/s/W. Bartlett Snell   Executive Vice President and Chief  July 12, 2002
-----------------------   Financial Officer and Director
W. Bartlett Snell            (Principal Financial and
                                Accounting Officer)

/s/Jared E. Abbruzzese               Director              July 12, 2002
-----------------------
Jared E. Abbruzzese

                                     Director              July __, 2002
-----------------------
Gerry S. Kittner

/s/Steven G. Singer                  Director              July  7, 2002
-----------------------
Steven G. Singer

/s/Jonelle St. John                  Director              July  9, 2002
-----------------------
Jonelle St. John

                                     Director              July __, 2002
-----------------------
Brandon G. Stranzl
Index to Exhibits

   Exhibit
     No.                            Description
     5.1        Opinion of General  Counsel of Motient  Corporation,  regarding
                the legality of the common stock registered hereby.
     23.1       Consent of General Counsel of Motient Corporation (included as
                Exhibit 5.1).
     23.2       Consent of KPMG LLP.
     24.1       Power of Attorney (included on signature page).
     99.1       Motient Corporation 2002 Stock Option Plan.
     99.2       Form of Stock Option Agreement.