SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549





                                    FORM 8-K






                Current Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934






        Date of Report (Date of earliest reported event): July 15, 2004



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



         Delaware                       0-23044                93-0976127
(State or other jurisdiction of    (Commission File No.)      (IRS Employer
incorporation or organization)                            Identification Number)


                             300 Knightsbridge Pkwy.
                             Lincolnshire, IL 60069
                                 (847) 478-4200
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)


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                           Forward-Looking Statements

This Report on Form 8-K contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements regarding our
expected financial position and operating results, our business strategy, and
our financing plans are forward-looking statements. These statements can
sometimes be identified by our use of forward-looking words such as "may,"
"will," "anticipate," "estimate," "expect," "project," or "intend." These
forward-looking statements reflect our plans, expectations, and beliefs and,
accordingly, are subject to certain risks and uncertainties. We cannot guarantee
that any of such forward-looking statements will be realized.

Statements regarding factors that may cause actual results to differ materially
from those contemplated by such forward-looking statements ("Cautionary
Statements") include, among others, those under the caption "Risk Factors" in
our annual report on Form 10-K for the year ended December 31, 2003 (filed on
July 2, 2004). All of our subsequent written and oral forward-looking statements
(or statements that may be attributed to us) are expressly qualified by the
Cautionary Statements. You should carefully review the risk factors described in
our other filings with the Securities and Exchange Commission (the "SEC") from
time to time.

Our forward-looking statements are based on information available to us today,
and we will not update these statements. Our actual results may differ
significantly from the results discussed.


Item 7.           Financial Statements and Exhibits

(c)      Exhibits

99.1     A copy of our press release, dated July 15, 2004, is filed herewith as
         Exhibit 99.1




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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                 MOTIENT CORPORATION



                                          By: /s/ Chris Downie
                                             -------------------------------
                                                  Christopher Downie
                                                  Executive Vice President
                                                  Chief Operating Officer

Date:  July 15, 2004



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