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 issuer as specified in its charter)

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


                            10802 Parkridge Boulevard
                           Reston, Virginia 20191-5416
                                  703-758-6000
                     (Address of Principal Executive Offices
                    including Zip Code, and telephone number,
        including Area Code of registrant's principal executive offices)

                      Motient Corporation Stock Award Plan
                Motient Corporation Employee Stock Purchase Plan
                            (Full title of the Plans)

                              Randy S. Segal, Esq.
              General Counsel, Senior Vice President and Secretary
                               Motient Corporation
                            10802 Parkridge Boulevard
                           Reston, Virginia 20191-5416
                                  703-758-6000

                     (Name, address, including Zip Code, and
               telephone number, including Area Code, of agent for
                                    service)



                  Approximate date of commencement of proposed
                    sale of the securities: From time to time
                        after the effective date of this
                             Registration Statement.



<PAGE>





                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                       Amount         Proposed Maximum       Proposed Maximum      Amount of
       Title of securities             to be          Offering Price       Aggregate Offering    Registration
         to be registered           Registered (1)      per Share (2)            Price (2)            Fee

<S>                                   <C>                <C>                 <C>                  <C>
          Common Stock                3,100,000          $12.6875            $39,331,250          $10,934.09
          par value $.01
          per share
================================  =================  ==================   ====================  ==============
</TABLE>

(1)       Represents  the  maximum  number  of  additional  shares  which may be
          distributed pursuant to this Registration Statement,  absent operation
          of   recapitalization   provisions  of  the  Plans.   Such  additional
          undeterminable  number of shares as may be  required by reason of such
          recapitalization provisions is hereby also registered.

(2)       Estimated  solely for the purpose of calculating the  registration fee
          pursuant to Rule 457(h) of the Securities Act of 1933, as amended.

                                      - 2 -

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information  specified in Part I have been
and/or will be sent or given to  participants  as specified by Rule 428(b)(1) of
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 of 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

         This registration statement registers additional shares of Common Stock
of Motient Corporation (the "Company") for which registration statements on Form
S-8 relating to the Company's  Stock Award Plan and Employee Stock Purchase Plan
are effective.  This registration statement hereby incorporates by reference the
contents  of such  earlier  registration  statements  on  Form  S-8  (File  Nos.
33-72852,  33-  34250,  333-30099  and  333-53253).  Item  3.  Incorporation  of
Documents by Reference.

         The Company hereby  incorporates  by reference  into this  registration
statement the following documents filed by it with the Commission:

         (a)        The Company's Registration Statements on Form S-8 (File Nos.
                    33-72852, 33-34250, 333- 30099 and 333-53253);

         (b)        The Company's  annual report on Form 10-K for the year ended
                    December 31, 1999;

         (c)        The Company's  quarterly report on Form 10-Q for the quarter
                    ended March 31, 2000;

         (d)        The  Company's  current  report on Form 8-K dated  April 24,
                    2000 and filed with the Commission on April 24, 2000;

         (e)        The Company's current report on Form 8-K dated June 29, 2000
                    and filed with the Commission on June 29, 2000; and

         (f)        The  description  of the Company's  common stock,  par value
                    $.01 per share ("Common Stock"),  contained in the Company's
                    registration  statement on Form 8-A,  dated December 9, 1993
                    and on Form 8-A/A, dated December 13, 1993.

         In addition,  all documents and reports filed by the Company subsequent
to the date  hereof  pursuant  to Sections  13(a),  13(c),  14, and 15(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"),  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


                                      - 3 -

<PAGE>


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.  Item 4.  Description  of
Securities.  A description  of the  Company's  Common Stock is  incorporated  by
reference  under Item 3. Item 5.  Interests of Named  Experts and  Counsel.  The
legal  opinion  with respect to the legality of the shares of Common Stock being
registered  hereby,   which  opinion  is  being  filed  as  Exhibit  5  to  this
registration  statement,  is  being  provided  by Randy S.  Segal,  Senior  Vice
President,  General Counsel and Secretary of the Company. Ms. Segal owns 177,159
shares of common stock. Her ownership includes shares issuable upon the exercise
of options granted under the Company's Stock Award Plan which options are vested
and exercisable,  or which may be vested and exercisable  within sixty (60) days
of the date of this registration statement.

Item 6.  Indemnification of Directors and Officers.

         The  Company's  Bylaws  provide  that the Company  will  indemnify  its
directors  and officers to the fullest  extent  permitted  by Delaware  law. The
Company  may  be  required  to  advance  litigation  expenses  in  the  case  of
stockholder  derivative actions or other actions,  against an undertaking by the
indemnified party to repay such advances if it is ultimately determined that the
indemnified party is not entitled to indemnification.

         In addition,  the Company's Certificate of Incorporation provides that,
pursuant to Delaware law, its directors shall not be liable for monetary damages
for breach of the directors'  fiduciary duty of care to the  corporation and its
stockholders.  This  provision  in the  Certificate  of  Incorporation  does not
eliminate the duty of care, and in appropriate  circumstances equitable remedies
such as injunctive or other forms of  nonmonetary  relief will remain  available
under  Delaware  law. In addition,  each director will continue to be subject to
liability for breach of the  director's  duty of loyalty to the Company for acts
or omissions not in good faith or involving intentional misconduct,  for knowing
violations  of law,  for  actions  leading to improper  personal  benefit to the
director,  and for payment of  dividends  or approval  of stock  repurchases  or
redemptions  that are unlawful  under  Delaware law. The provision also does not
affect a director's  responsibilities  under any other law,  such as the federal
securities laws.

         At present,  there is no pending litigation or proceeding  involving an
officer or director of the Company as to which  indemnification is being sought,
nor is the Company aware of any threatened  litigation that may result in claims
for indemnification by any officer or director.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

Exhibit Number             Description

4.1                 Specimen  of  Common  Stock   Certificate   of  the  Company
                    (incorporated  by  reference  to  Exhibit  No.  4.1  to  the
                    Company's  Registration  Statement  on Form  S-1  (File  No.
                    33-70468)).

                                      - 4 -

<PAGE>



4.2                 Motient Corporation Stock Award Plan (filed herewith).

4.5                 Motient  Corporation  Employee  Stock  Purchase  Plan (filed
                    herewith).

5                   Opinion of Randy S. Segal,  Senior Vice  President,  General
                    Counsel  and  Secretary,   regarding  the  legality  of  the
                    securities being registered.

23.1                Consent of Randy S. Segal (included in Exhibit 5).

23.2                Consent  of  Arthur   Andersen   LLP,   independent   public
                    accountants.

23.3                Consent   of  KPMG   LLP,   independent   certified   public
                    accountants.

24                  Powers of Attorney (included on the signature pages hereof).

Item 9.           Undertakings.

         The undersigned 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;

                                    (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,  or 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 the 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.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the


                                      - 5 -

<PAGE>


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 the 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.

          Insofar as indemnification  for liability 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 the payment by the  Registrant or expenses  incurred or
paid by a director,  officer or controlling  person in 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 of 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.


                                      - 6 -

<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  a Form  S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the County of Fairfax,  Commonwealth  of  Virginia,  on June 30,
2000.

                               MOTIENT CORPORATION



                               By:/s/Randy S. Segal
                                  -----------------
                                  Randy S. Segal
                                  Senior Vice President, General Counsel
                                      and Secretary

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  hereby  constitutes  and  appoints  Gary M.  Parsons,  Walter V.
Purnell, Jr. and Randy S. Segal, his true and lawful attorney-in-fact and agent,
with full power of  substitution  and  resubstitution,  for him and in his name,
place and stead,  in any and all  capacities,  to sign any and all amendments to
this registration  statement,  and to file the same , with exhibits thereto, and
other  documents  in  connection  therewith  with the  Securities  and  Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done,  as fully to all and intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or either of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.


                                      - 7 -

<PAGE>



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

Signature                       Title                              Date


/s/Walter V. Purnell, Jr.       Director, President and          June 30, 2000
-------------------------       Chief Executive Officer
Walter V. Purnell, Jr.          (Principal Executive Officer)


/s/W. Bartlett Snell            Chief Financial Officer          June 30, 2000
--------------------            (Principal Financial and
W. Bartlett Snell               Accounting Officer)


/s/Douglas I. Brandon           Director                         June 30, 2000
---------------------
Douglas I. Brandon


/s/Billy J. Parrott             Director                         June 30, 2000
---------------------
Billy J. Parrott


/s/Gary M. Parsons              Director                         June 30, 2000
---------------------
Gary M. Parsons


/s/Andrew A. Quartner           Director                         June 30, 2000
---------------------
Andrew A. Quartner




                                     - 8 -

<PAGE>




                                INDEX TO EXHIBITS

Exhibits            Description of Exhibit

4.1      -          Specimen  of  Common  Stock   Certificate   of  the  Company
                    (incorporated  by  reference  to  Exhibit  No.  4.1  to  the
                    Company's  Registration  Statement  on Form  S-1  (File  No.
                    33-70468)).

4.2      -          Motient Corporation Stock Award Plan (filed herewith).

4.3      -          Motient  Corporation  Employee  Stock  Purchase  Plan (filed
                    herewith).

5        -          Opinion of Randy S. Segal,  Senior Vice  President,  General
                    Counsel  and  Secretary,   regarding  the  legality  of  the
                    securities being registered.

23.1     -          Consent of Randy S. Segal (included in Exhibit 5).

23.2     -          Consent  of  Arthur   Andersen   LLP,   independent   public
                    accountants.

23.3     -          Consent   of  KPMG   LLP,   independent   certified   public
                    accountants.

24       -          Powers of Attorney (included on the signature pages hereof).


                                      - 9 -

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "STOCK AWARD PLAN AND EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 20108}]
{"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": "333-40566", "film-number": "666229"}, "business-address": {"street1": "10802 PARKRIDGE BLVD", "city": "RESTON", "state": "VA", "zip": "22091", "phone": "7037586000"}, "mail-address": {"street1": "10802 PARKRIDGE BLVD", "city": "RESTON", "state": "VA", "zip": "22091"}, "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 issuer as specified in its charter)

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

                            10802 Parkridge Boulevard
                           Reston, Virginia 20191-5416
                                  703-758-6000
                     (Address of Principal Executive Offices
                    including Zip Code, and telephone number,
        including Area Code of registrant's principal executive offices)

                      Motient Corporation Stock Award Plan
                Motient Corporation Employee Stock Purchase Plan
                            (Full title of the Plans)

                              Randy S. Segal, Esq.
              General Counsel, Senior Vice President and Secretary
                               Motient Corporation
                            10802 Parkridge Boulevard
                           Reston, Virginia 20191-5416
                                  703-758-6000

                     (Name, address, including Zip Code, and
               telephone number, including Area Code, of agent for
                                    service)

                  Approximate date of commencement of proposed
                    sale of the securities: From time to time
                        after the effective date of this
                             Registration Statement.
CALCULATION OF REGISTRATION FEE
Amount         Proposed Maximum       Proposed Maximum      Amount of
       Title of securities             to be          Offering Price       Aggregate Offering    Registration
         to be registered           Registered (1)      per Share (2)            Price (2)            Fee
Common Stock                3,100,000          $12.6875            $39,331,250          $10,934.09
          par value $.01
          per share
================================  =================  ==================   ====================  ==============
(1)       Represents  the  maximum  number  of  additional  shares  which may be
          distributed pursuant to this Registration Statement,  absent operation
          of   recapitalization   provisions  of  the  Plans.   Such  additional
          undeterminable  number of shares as may be  required by reason of such
          recapitalization provisions is hereby also registered.

(2)       Estimated  solely for the purpose of calculating the  registration fee
          pursuant to Rule 457(h) of the Securities Act of 1933, as amended.

                                      - 2 -
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information  specified in Part I have been
and/or will be sent or given to  participants  as specified by Rule 428(b)(1) of
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 of 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

         This registration statement registers additional shares of Common Stock
of Motient Corporation (the "Company") for which registration statements on Form
S-8 relating to the Company's  Stock Award Plan and Employee Stock Purchase Plan
are effective.  This registration statement hereby incorporates by reference the
contents  of such  earlier  registration  statements  on  Form  S-8  (File  Nos.
33-72852,  33-  34250,  333-30099  and  333-53253).  Item  3.  Incorporation  of
Documents by Reference.

         The Company hereby  incorporates  by reference  into this  registration
statement the following documents filed by it with the Commission:

         (a)        The Company's Registration Statements on Form S-8 (File Nos.
                    33-72852, 33-34250, 333- 30099 and 333-53253);

         (b)        The Company's  annual report on Form 10-K for the year ended
                    December 31, 1999;

         (c)        The Company's  quarterly report on Form 10-Q for the quarter
                    ended March 31, 2000;

         (d)        The  Company's  current  report on Form 8-K dated  April 24,
                    2000 and filed with the Commission on April 24, 2000;

         (e)        The Company's current report on Form 8-K dated June 29, 2000
                    and filed with the Commission on June 29, 2000; and

         (f)        The  description  of the Company's  common stock,  par value
                    $.01 per share ("Common Stock"),  contained in the Company's
                    registration  statement on Form 8-A,  dated December 9, 1993
                    and on Form 8-A/A, dated December 13, 1993.

         In addition,  all documents and reports filed by the Company subsequent
to the date  hereof  pursuant  to Sections  13(a),  13(c),  14, and 15(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"),  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

                                      - 3 -
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.  Item 4.  Description  of
Securities.  A description  of the  Company's  Common Stock is  incorporated  by
reference  under Item 3. Item 5.  Interests of Named  Experts and  Counsel.  The
legal  opinion  with respect to the legality of the shares of Common Stock being
registered  hereby,   which  opinion  is  being  filed  as  Exhibit  5  to  this
registration  statement,  is  being  provided  by Randy S.  Segal,  Senior  Vice
President,  General Counsel and Secretary of the Company. Ms. Segal owns 177,159
shares of common stock. Her ownership includes shares issuable upon the exercise
of options granted under the Company's Stock Award Plan which options are vested
and exercisable,  or which may be vested and exercisable  within sixty (60) days
of the date of this registration statement.

Item 6.  Indemnification of Directors and Officers.

         The  Company's  Bylaws  provide  that the Company  will  indemnify  its
directors  and officers to the fullest  extent  permitted  by Delaware  law. The
Company  may  be  required  to  advance  litigation  expenses  in  the  case  of
stockholder  derivative actions or other actions,  against an undertaking by the
indemnified party to repay such advances if it is ultimately determined that the
indemnified party is not entitled to indemnification.

         In addition,  the Company's Certificate of Incorporation provides that,
pursuant to Delaware law, its directors shall not be liable for monetary damages
for breach of the directors'  fiduciary duty of care to the  corporation and its
stockholders.  This  provision  in the  Certificate  of  Incorporation  does not
eliminate the duty of care, and in appropriate  circumstances equitable remedies
such as injunctive or other forms of  nonmonetary  relief will remain  available
under  Delaware  law. In addition,  each director will continue to be subject to
liability for breach of the  director's  duty of loyalty to the Company for acts
or omissions not in good faith or involving intentional misconduct,  for knowing
violations  of law,  for  actions  leading to improper  personal  benefit to the
director,  and for payment of  dividends  or approval  of stock  repurchases  or
redemptions  that are unlawful  under  Delaware law. The provision also does not
affect a director's  responsibilities  under any other law,  such as the federal
securities laws.

         At present,  there is no pending litigation or proceeding  involving an
officer or director of the Company as to which  indemnification is being sought,
nor is the Company aware of any threatened  litigation that may result in claims
for indemnification by any officer or director.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

Exhibit Number             Description

4.1                 Specimen  of  Common  Stock   Certificate   of  the  Company
                    (incorporated  by  reference  to  Exhibit  No.  4.1  to  the
                    Company's  Registration  Statement  on Form  S-1  (File  No.
                    33-70468)).

                                      - 4 -
4.2                 Motient Corporation Stock Award Plan (filed herewith).

4.5                 Motient  Corporation  Employee  Stock  Purchase  Plan (filed
                    herewith).

5                   Opinion of Randy S. Segal,  Senior Vice  President,  General
                    Counsel  and  Secretary,   regarding  the  legality  of  the
                    securities being registered.

23.1                Consent of Randy S. Segal (included in Exhibit 5).

23.2                Consent  of  Arthur   Andersen   LLP,   independent   public
                    accountants.

23.3                Consent   of  KPMG   LLP,   independent   certified   public
                    accountants.

24                  Powers of Attorney (included on the signature pages hereof).

Item 9.           Undertakings.

         The undersigned 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;

                                    (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,  or 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 the 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.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the

                                      - 5 -
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 the 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.

          Insofar as indemnification  for liability 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 the payment by the  Registrant or expenses  incurred or
paid by a director,  officer or controlling  person in 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 of 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.

                                      - 6 -
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  a Form  S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the County of Fairfax,  Commonwealth  of  Virginia,  on June 30,
2000.

                               MOTIENT CORPORATION

                               By:/s/Randy S. Segal
                                  -----------------
                                  Randy S. Segal
                                  Senior Vice President, General Counsel
                                      and Secretary

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  hereby  constitutes  and  appoints  Gary M.  Parsons,  Walter V.
Purnell, Jr. and Randy S. Segal, his true and lawful attorney-in-fact and agent,
with full power of  substitution  and  resubstitution,  for him and in his name,
place and stead,  in any and all  capacities,  to sign any and all amendments to
this registration  statement,  and to file the same , with exhibits thereto, and
other  documents  in  connection  therewith  with the  Securities  and  Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done,  as fully to all and intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or either of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

                                      - 7 -
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated:

Signature                       Title                              Date

/s/Walter V. Purnell, Jr.       Director, President and          June 30, 2000
-------------------------       Chief Executive Officer
Walter V. Purnell, Jr.          (Principal Executive Officer)

/s/W. Bartlett Snell            Chief Financial Officer          June 30, 2000
--------------------            (Principal Financial and
W. Bartlett Snell               Accounting Officer)

/s/Douglas I. Brandon           Director                         June 30, 2000
---------------------
Douglas I. Brandon

/s/Billy J. Parrott             Director                         June 30, 2000
---------------------
Billy J. Parrott

/s/Gary M. Parsons              Director                         June 30, 2000
---------------------
Gary M. Parsons

/s/Andrew A. Quartner           Director                         June 30, 2000
---------------------
Andrew A. Quartner

                                     - 8 -
INDEX TO EXHIBITS

Exhibits            Description of Exhibit

4.1      -          Specimen  of  Common  Stock   Certificate   of  the  Company
                    (incorporated  by  reference  to  Exhibit  No.  4.1  to  the
                    Company's  Registration  Statement  on Form  S-1  (File  No.
                    33-70468)).

4.2      -          Motient Corporation Stock Award Plan (filed herewith).

4.3      -          Motient  Corporation  Employee  Stock  Purchase  Plan (filed
                    herewith).

5        -          Opinion of Randy S. Segal,  Senior Vice  President,  General
                    Counsel  and  Secretary,   regarding  the  legality  of  the
                    securities being registered.

23.1     -          Consent of Randy S. Segal (included in Exhibit 5).

23.2     -          Consent  of  Arthur   Andersen   LLP,   independent   public
                    accountants.

23.3     -          Consent   of  KPMG   LLP,   independent   certified   public
                    accountants.

24       -          Powers of Attorney (included on the signature pages hereof).

                                      - 9 -