SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* WATERFALL JOHN C (Last) (First) (Middle) C/O MORGENS, WATERFALL, VINTIADIS & CO., 600 FIFTH AVENUE, 27TH FLOOR (Street) NEW YORK NY 10020 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MOTIENT CORP [ MNCP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/24/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/24/2004		S		1,000	D	$7.05	2,409,000	I	See footnote(1)(2)
Common Stock	06/24/2004		P		100,000	A	$8.57	300,000	D(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	$8.57	06/24/2004		J		15,000		(4)	07/01/2009	Common Stock	15,000	(5)	15,000	D(6)

Explanation of Responses:

1. The Reporting Person may be considered part of a group consisting of the following direct owners of Common Stock: Phaeton International (BVI) Ltd. ("Phaeton") (966,200 shares), Phoenix Partners, L.P. ("Phoenix I") (1,101,600 shares) and Phoenix Partners II, L.P. ("Phoenix II") (331,200 shares). The Reporting Person may also be considered to beneficially own 10,000 shares of Common Stock held by the John and Jane Waterfall 1992 Trust, dated 1/1/92, a trust established for the benefit of the Reporting Person's children.

2. The Reporting Person is the President and Treasurer of Morgens, Waterfall, Vintiadis & Co., Inc. ("Morgens Waterfall"), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, as amended. The business of Morgens Waterfall is the rendering of financial services and as such it provides discretionary investment advisory services to each of Phaeton, Phoenix I and Phoenix II. In such capacity, Morgens Waterfall holds for the accounts of Phaeton, Phoenix I and Phoenix II the foregoing shares of Common Stock. The primary occupation of the Reporting Person is to act as principal in the business of Morgens Waterfall.

3. The Reporting Person directly owns 300,000 shares of Common Stock for his personal account.

4. The warrants will vest on three separate dates subject to the condition that the issuer has not caused a registration statement covering the resale of the underlying shares of Common Stock to be declared effective by the SEC ("registration"). One third (33.3%) of the warrants will vest on November 30, 2004 (the "Vesting Date") if registration has not occurred by such date. An additional third (for a cumulative amount of 66.6%) of the warrants will vest on the 30th day after the Vesting Date if registration has not occurred by such date. The final third (for a cumulative amount of 100%) of the warrants will vest on the 60th day after the Vesting Date if registration has not occurred by such date.

5. The warrants were issued with the Common Stock and required no additional consideration.

6. The Reporting Person directly owns 15,000 warrants for his personal account.

	/s/ John C. Waterfall	07/19/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.