SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                              [Motient Letterhead]

                                   May 4, 2005

United States Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C.  20549-0406

Attention:  Larry Spirgel, Assistant Director

Re:  Motient Corporation

     Form 10-K for the fiscal year ended December 31, 2003, filed July 2, 2004
     File No. 0-23044

Dear Mr. Spirgel:

On behalf of Motient Corporation, please accept our responses to the comments of
the Staff, given in the letter dated April 20, 2005. The bold, italicized,
numbered paragraphs and headings below are taken from your comment letter, and
our response to each such comment follows in plain text.

    Form 10-K for the fiscal year ended December 31, 2003, filed July 2, 2004
    -------------------------------------------------------------------------

Notes to Consolidated Financial Statements, page F-6
----------------------------------------------------

Note 1. Organization, page F-6
------------------------------

1.   We note that in November 2004 you invested in 5.4 million Mobile Satellite
     Ventures LP (MSV) limited partnership units as well as a corresponding
     number of shares of MSV's general partner. Please clearly explain to us the
     legal structure of MSV. In regard we note that at inception MSV was LLC and
     then it was converted to a limited partnership. Tell us who the limited and
     general partners are, their economic interests at each balance sheet period
     presented and corresponding rights and obligations including, but not
     limited to, whether the limited partners can remove the general partner.
     Tell us how your investments in MSV's general partner affects your interest
     in MSV and provide us with any other relevant facts supporting the partners
     influence in the operating activities of MSV.

<PAGE>

Larry Spirgel                                                        May 4, 2005
                                                                          Page 2

Mobile Satellite Ventures LP ("MSV LP") is a limited partnership organized under
the laws of the state of Delaware. Mobile Satellite Ventures GP Inc. ("MSV GP")
is the sole general partner of MSV LP. MSV GP has no material assets or
liabilities, other than its right to act as the general partner of MSV LP. MSV
GP does not have any equity interest in MSV LP. The ownership structures of MSV
LP and MSV GP are materially identical (i.e.; Motient owns 49% of MSV LP and 49%
of MSV GP). MSV was converted from an LLC into an LP on November 26, 2001, in
connection with the sale of MSV LP and MSV GP to third parties. The limited and
general partners are shown on the capitalization table attached hereto as
appendix A.

No limited partner has the right to remove the general partner. Moreover, the
ownership of the general partner must, pursuant to the stockholder's agreement
governing the general partner, mirror the ownership of the limited partnership,
except for (i) limited partnership units issued to a single limited partner
(Dean & Company, which owns about 6,000 of the approximately 35 million
outstanding MSV LP units) and (ii) limited partnership units issued to employees
upon exercise of their employee options. Given these conditions, and given that
no party has ever made an independent investment into the general partner,
Motient's interest in MSV GP has no independent effect on Motient's investment
in MSV as a whole.

The rights and obligations of the MSV investors are governed primarily by (1)
the MSV LP limited partnership agreement, (2) the MSV GP stockholder's
agreement, and (3) the MSV GP voting agreement. All of these agreements have
been previously filed as exhibits to reports and registration statements filed
with the Commission.

Pursuant to these agreements, the investors have typical private company
protections, such as tag-along rights, preemptive rights, drag-along rights and
rights of first offer. In addition, the various investors have rights to
nominate directors to the board of directors of MSV GP (which, as the general
partner of MSV LP, controls the management of MSV LP). Motient may designate up
to 5 of the 13 MSV GP directors. (Prior to the February 9, 2005, acquisition of
the MSV interests held by Telcom, Spectrum and Columbia, Motient had the right
to only designate 3 of the 13 MSV directors). SkyTerra Communications Inc.,
through their investment entity MSV Investors LLC, may designate up to 3
directors, TMI Communications and Company, through their investment subsidiary,
may designate up to 3 directors, and the other two directors are Alex Good, the
CEO of MSV and Gary Parsons, the chairman of MSV. The right of a stockholder to
designate a director may not be transferred except in connection with the sale
of MSV GP shares, which can only be sold in conjunction with MSV LP units.
Accordingly, Motient has no ability to direct the management of MSV GP, nor has
it ever had such ability in the past.

Also, please note that, pursuant to the voting agreement, referenced above, and
filed as an exhibit to our registration statement on Form S-1, filed on February
14, 2004, Motient is contractually prohibited from owning more than 49% of the
units/shares of MSV LP or MSV GP without the consent of a supermajority of the
other MSV investors. In addition, certain strategic transactions (a sale of the
assets of MSV, certain mergers, etc.) may not be approved without the consent of
such a supermajority. With the exception of the voting agreement, which was

<PAGE>

Larry Spirgel                                                        May 4, 2005
                                                                          Page 3

entered into in November 2004 (when Motient's interest in MSV was increased from
29.5% to 38.6%), all of these corporate governance agreements have been in place
since the inception of MSV LP in November 2001.

No member of MSV LP management is also a member of management of any investor.
There are no employees of MSV GP. Given the ownership restrictions discussed
above, which prevent Motient from exercising control over the actions of MSV
except as it is entitled to as a minority shareholder, and given Motient's lack
of involvement with any day-to-day activities of MSV (as Motient has no
management representative at MSV), Motient does not exercise direct or indirect
control over MSV LP or MSV GP.

2.   In order to help us better understand your relationship with Mobile
     Satellite Ventures LP and subsidiaries, please provide us with a
     chronological history of your investment in tabular format, including the
     following pertinent information at each milestone event:

     o    your equity interest in MSV;
     o    the number of limited partnership units you owned in MSV;
     o    the number of shares you owned in MSV's general partner; and
     o    the accounting literature you relied upon to account for your
          investment in MSV using the equity method.

     In your response, please provide any additional, relevant information that
     you believe is necessary to obtain a full understanding of your involvement
     with MSV and its equity partners.

In response to the above comment, we generally refer the Staff to Appendix A,
which addresses the capital structure of MSV, and Appendix B, which sets out a
chronological history of our investment in MSV.

In response to the Staff's comment about accounting literature, we note that we
relied upon the guidance of EITF No 96-16, "Investor's Accounting for an
Investee When the Investor Has a Majority of the Voting Interest but the
Minority Shareholder or Shareholders Have Certain Approval or Veto Rights". As
we discussed in our December 2002 and 2003 Annual Reports on Form10-K, on June
29, 2000, Motient formed a joint venture subsidiary, Mobile Satellite Ventures
LP (formerly known as Mobile Satellite Ventures LLC), in which it owned, until
November 26, 2001, 80% of the membership interests. The other 20% interest in
MSV was purchased by three investors unrelated to Motient. The minority
investors had participating rights which provided for their participation in
certain business decisions that were made in the normal course of business;
therefore, in accordance with EITF No 96-16, Motient's investment in MSV has
been recorded pursuant to the equity method of accounting.

<PAGE>

Larry Spirgel                                                        May 4, 2005
                                                                          Page 4

As of May 4, 2005, Motient does not possess a majority voting or board of
directors interest in either MSV LP, or its general partner, MSV GP, and does
not control the operations or assets MSV.

3.   Your disclosure on page F-10 indicates that the fair value of your equity
     investment in MSV, after considering the investment in November 2004, was
     determined by the carrying amount of your investment in MSV, adjusted for
     the change in ownership upon conversion of the notes. Please tell us how
     you accounted for the additional investment in November 2004 and your basis
     for conclusion.

In response to the Staff's comment, Motient recorded the $125,000,000 cash
investment in November 2004 at cost after consideration of the factors outlined
below. We would direct the Staff's attention to Appendix C, which sets forth
ownership of MSV, not on a fully-diluted basis (as is set forth on Appendix A),
but on an issued and outstanding basis, which is the basis for our accounting of
this matter.

By way of background, Motient holds an equity interest in MSV that is accounted
for under the equity method of accounting, in accordance with Accounting
Principles Board Opinion No. 18, "the Equity Method of Accounting for
Investments in Common Stock".

On November 12, 2004, Motient acquired approximately 5.4 million MSV limited
partnership units, and a corresponding number of shares in MSV's general
partner, MSV GP. These units consist of 4.2 million units purchased for $125
million in cash and 1.2 million units received in exchange for the cancellation
of our $15 million principal note (and all accrued interest thereon) issued by
MSV and the conversion of $3.5 million of convertible notes issued by MSV
(including the cancellation of the accrued interest on such convertible notes).
In connection with our investment, the other limited partners of MSV exchanged
their outstanding notes (but not generally the accrued interest thereon), and
one limited partner contributed an additional $20 million of cash, for limited
partnership units and a corresponding number of MSV GP shares.

As a result of the November 12, 2004 investment into MSV, there was a "shift in
equity," which is not directly covered by Accounting Principles Board Opinion
No. 18. Accordingly, Motient, under the guidance of SAB Topic 5(H), which
addresses transactions in which the investee issues common stock in exchange for
cash or non-cash assets, recorded the change of interest gains and losses either
in income, or directly to equity (paid-in-capital). In this case the investee,
MSV LP, issued limited partnership units both for cash as well as conversion of
debt (MSV GP issued shares in proportion to the MSV LP units issued for no
consideration, as it is contractually required to do). Motient recognized a
change of interest gain as a debit directly to paid-in-capital, and a change of
interest loss as a credit directly to paid-in-capital (resulting in a net
change-of-interest gain), since MSV is considered a start-up-operation. It is
management's opinion that the net change of interest gain is realizable. Please
see the calculations below for further detail.

<PAGE>

Larry Spirgel                                                        May 4, 2005
                                                                          Page 5

                    Shift in Equity Calculation
                    ---------------------------

1) Company Ownership Prior to Shift in Equity                  46.47%

2) Company Ownership after Shift in Equity                     30.06%

3) Carrying amount of the Company's Investment                10,385

4) The Company's share of MSV's Net Equity                   (35,074)
                                                               46.47%
                                                              ------
                                                         $   (16,299)

5) MSV's equity - post conversions                            92,482
                                                               30.06%
                                                              ------
                                                         $    27,800

6) Increase in carrying value                            $    17,415

7) Decrease in Ownership Interest
     Before                                                    46.47%
     After                                                     30.06%
                                                              ------
     Decrease                                                  35.31%

8) Unamortized excess cost                                   (26,684)
   Portion effectively sold                                    35.31%
                                                              ------
   Write-off of excess cost                                   (9,422)

9) SAB 51 Pick up                                        $     7,993

Motient would also like to bring to the Staff's attention the typographical
error in the footnote disclosure in paragraph 2 on page F-7. Please be aware
that our December 31, 2004 Balance Sheet and December 31, 2004 Statement of
Operations report the Shift in Equity Calculation as listed above, it is merely
the footnote that is incorrect. The change in interest recorded directly to
shareholder's equity is a $8.0 million gain, rather than a $3.1 million loss. As
this change in interest is recorded directly to the balance sheet, did not
appear on the income statement, and as our financial statements are correct as
reported, and moreover has no impact on Motient's cash flow or core operating
business, we believe that this typographical error is not material, and
accordingly we believe that we do not believe that we must amend our 10-K. We
will, of course, correct this minor error in all subsequent filings.

<PAGE>

Larry Spirgel                                                        May 4, 2005
                                                                          Page 6

4.   We note that as of December 31, 2004, you employ the equity method of
     accounting for your investments in MSV. Please tell us how you considered
     the 2005 investments in TSV, Inc., TSV II, Inc., Spectrum Space Equity
     Investors IV, Inc. and Columbia Space Partners, Inc., in determining the
     method of accounting of your investments in MSV going forward. Tell us
     whether you intend to consolidate the results of MSV, and your basis for
     the conclusion.

In response to the Staff's comment, Motient does not intend to consolidate the
results of MSV subsequent to the 2005 investment, as Motient is entitled to
designate only 5 of MSV GP's 13 directors, and does not otherwise control a
majority interest in either MSV LP or MSV GP. We refer the Staff to Appendix A,
which shows Motient's ownership of MSV after the 2005 investments into Telcom,
Spectrum and Columbia. We also note for the staff that, with respect to Telcom
Satellite Ventures, Inc. and Telcom Satellite Ventures II, Inc., the acquisition
of such entities occurred by way of a merger in which a wholly owned subsidiary
of Motient Corporation was the surviving entity. Accordingly, Motient now holds
the MSV LP and MSV GP units/shares formerly held by such entities directly
th