EXHIBIT 10.32b

                                 AMENDMENT NO. 2
              TO WARRANT CERTIFICATES FOR THE PURCHASE OF SHARES OF
                       COMMON STOCK OF MOTIENT CORPORATION

     AMENDMENT  dated as of June 29, 2000 to each of those Warrant  Certificates
dated as of March 31, 1998 (as amended,  the  "Warrants" and  capitalized  terms
used herein and not otherwise  defined shall have the meanings  ascribed thereto
in the  Warrants),  issued by  Motient  Corporation  (formerly  American  Mobile
Satellite Corporation) (the "Company") to each of Hughes Electronics Corporation
and Baron Capital Partners, L.P. (collectively, the "Holders").

                              W I T N E S S E T H:

     WHEREAS,  the  Company  previously  issued  to the  Holders  Warrants  that
represented  in the  aggregate  the right to purchase  891,995  shares of Common
Stock at an Exercise Price of $7.3571 per share;

     WHEREAS,  the  Company,  the  Holders,  Singapore  Telecommunications  Ltd.
("SingTel"),  Motient Holdings Inc. (formerly AMSC Acquisition  Company,  Inc.),
the  Banks  party  thereto,  Morgan  Guaranty  Trust  Company  of New  York,  as
Documentation  Agent  ("Morgan"),   and  Toronto  Dominion  (Texas),   Inc.,  as
Administrative  Agent ("Toronto Dominion") have entered into that certain Waiver
dated as of June 29, 2000 under the Revolving Credit Agreement dated as of March
31, 1998 (the  "Revolver  Waiver") and the Company,  the Holders,  SingTel,  the
Banks party thereto,  Morgan and Toronto Dominion have entered into that certain
Waiver  dated as of June 29,  2000 under the Term Credit  Agreement  dated as of
March 31, 1998 (the "Term  Waiver";  the  Revolver  Waiver and the Term  Waiver,
collectively, the "Waivers"); and

     WHEREAS,  in  connection  with the Holders'  execution of the Waivers,  the
parties hereto desire to amend certain terms of the Warrants.

     NOW, THEREFORE, the undersigned parties hereto agree as follows:

SECTION 1.  Amendment.  Section 1 of each of the  Warrants is hereby  amended by
modifying the definition of "Exercise Price" to read in its entirety as follows:

     "Exercise  Price" means initially $6.25 per Warrant Share, as adjusted from
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time to time.

     SECTION 2.  Effectiveness.  This Amendment shall become effective as of the
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first date of which each of the parties hereto shall have executed a counterpart
hereof and each of the Satellite  Business  Transactions  (as defined in each of
the Waivers) shall have been consummated.

     SECTION 3.  Reaffirmance.  Except as expressly amended hereby, the terms of
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the Warrants  remain  unchanged and the Warrants,  as previously  amended and as
amended hereby, are in full force and effect.

     SECTION 4. Issuance of Replacement Warrant. Upon the request of any Holder,
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the Company  promptly  shall issue a new Warrant,  incorporating  the amendments
effected hereby and all previous amendments to replace the presently outstanding
Warrant held by such Holder.





     IN WITNESS WHEREOF,  each of the parties hereto has executed this Amendment
No. 2 by its duly  authorized  officer  as of the day and year  first  set forth
above.

                                MOTIENT CORPORATION
                                (formerly American Mobile Satellite Corporation)

                                By:    /s/Randy Segal
                                Name   Randy Segal
                                Title: SVP

                                HUGHES ELECTRONICS CORPORATION

                                By:    /s/Mark McEachen
                                Name   Mark McEachen
                                Title: Corporate Vice President & Treasurer

                                BARON CAPITAL PARTNERS, L.P.,
                                a Delaware limited partnership

                                By:  Baron Capital Management, Inc.,
                                     a General Partner

                                By:    /s/Linda S. Martinson
                                Name   Linda S. Martinson
                                Title: V.P. & General Counsel