8-K

UNITED STATES

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 event reported):  September 30, 2009

TERRESTAR CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33546	93-0976127
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)
12010 Sunset Hills Road
Reston, VA		20190
(Address of Principal		(Zip Code)
Executive Offices)

Registrant’s telephone number, including area code:  703-483-7800

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 – Entry into Material Definitive Agreement.

On September 25, 2009, TerreStar Networks Inc. (“TerreStar Networks”), a majority-owned subsidiary of TerreStar Corporation (“Company”), entered into a Mobile Satellite Services and Support Agreement (“Services and Support Agreement”) with AT&T Mobility II, LLC (“AT&T”).  The Services and Support Agreement sets forth the services to be provided by the parties in connection with the AT&T commercial service offering of TerreStar Networks’ satellite communications services.  The initial term of the Services and Support Agreement is for a period of twenty-four months following the Effective Date and will automatically renew for successive twelve month periods unless one party terminates the Services and Support Agreement by giving notice at least 60 days prior to the conclusion of the initial term or any successive renewal period.  The Services and Support Agreement also contains an agreement to develop a marketing plan for the services provided by the parties, and arrangements regarding billing, payments, and customer support.  The Services and Support Agreement also contains a license of certain intellectual property and other technical arrangements between the parties.

The description of the terms of the Services and Support Agreement contained in this Item 1.01 is a summary and does not purport to be complete, and is qualified in its entirety by reference to the terms of the Services and Support Agreement, which will be filed as an exhibit to the Company’s next periodic report.

Item 7.01.     Regulation FD Disclosure

TerreStar Networks issued a press release, dated September 30, 2009, which is attached hereto as Exhibit 99.1. This exhibit is furnished, not filed, pursuant to Regulation FD.

Item 9.01.  Exhibits

(d)   Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release dated September 30, 2009

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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.

TERRESTAR CORPORATION
By:	/s/ Douglas Brandon
	Douglas Brandon
	General Counsel & Secretary

Date:  September 30, 2009

EX-99.1

Exhibit 99.1

TerreStar Announces Distribution Agreement with AT&T

First Satellite Cellular Smartphone to Offer Integrated Service

RESTON, VA – September 30, 2009 – Mobile communications provider TerreStar Networks Inc. (TerreStar), a majority-owned subsidiary of TerreStar Corporation (NASDAQ: TSTR), announced today an agreement between TerreStar and AT&T to bring to market the first fully integrated satellite cellular smartphone.

The TerreStar solution will combine AT&T’s wireless connectivity with the ability to use an all-IP satellite network as back up throughout the United States.  Using one phone number and one device, users will be able to access voice and data services in the United States, Puerto Rico, the U.S. Virgin Islands and offshore coastal waters over either the AT&T cellular network or the TerreStar satellite network.

The TerreStar™ GENUS™ Smartphone is a revolutionary device, combining 3G terrestrial wireless capability with satellite voice and data in a standard smartphone size and form factor. The device uses the Windows Mobile® operating system to provide rich smartphone functionality and includes premium features such as a touchscreen, WiFi, Bluetooth®, GPS and a QWERTY keyboard.  The solution is intended to work as a user’s everyday cellular smartphone device, with satellite access capability as a secondary option when needed.

 “TerreStar is pleased to announce AT&T as a distribution channel.  TerreStar remains focused on offering an integrated satellite and terrestrial communications solution to enable true ubiquity and reliability virtually anywhere in the United States to help solve the critical communications and business continuity challenges faced by government, emergency responders, enterprises and rural communities,” said Jeffrey Epstein, president, TerreStar Networks.

The TerreStar integrated solutionredefines the mobile satellite services experience by providing easy access to both cellular and satellite networks through a cutting-edge handset that is both smaller and more feature-rich than previous satellite devices.

This agreement is one of a series of recent milestones announced by TerreStar.  TerreStar launched the world’s largest, most powerful commercial satellite, TerreStar-1, on July 1.  The first end-to-end call over TerreStar-1 was completed on July 20th. On August 27th TerreStar announced the successful completion of in-orbit testing.

TerreStar and AT&T will demonstrate the TerreStar GENUS™ Smartphone at a special event on October 5th at the IACP (International Association of Chiefs of Police) annual conference in Denver, CO.

About TerreStar Networks Inc.

TerreStar Networks (www.terrestar.com), a majority owned subsidiary of TerreStar Corporation (NASDAQ: TSTR), plans to offer a reliable, secure and resilient satellite terrestrial mobile broadband network that will provide voice, data and video services dedicated to helping solve the critical communication and business continuity challenges faced by government, emergency responders, enterprise businesses and rural communities.  TerreStar expects to offer next generation mobile communications through a network of partners and service providers to users who need “anywhere” coverage throughout the United States.

About TerreStar Corporation

TerreStar Corporation is the controlling shareholder of TerreStar Networks Inc. and TerreStar Global Ltd. For additional information on TerreStar Corporation, please visit the company's website at www.terrestarcorp.com.

Statement under the Private Securities Litigation Reform Act:

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to the strategy of TerreStar Corporation, its plans, and the transactions described in this press release. Such statements generally include words such as could, can, anticipate, believe, expect, seek, pursue, proposed, potential and similar words and terms in connection with future results. We assume no obligation to update or supplement such forward-looking statements.

Windows Mobile is a registered trademark of Microsoft Corporation.  Bluetooth is a registered trademark of Bluetooth SIG.

For more information, please contact:

Kelly Adams, Director Marketing and Communications

TerreStar Networks

Mobile: +1 703-483-7966

Email: Kelly.Adams@terrestar.com

Chris Fallon

Ruder Finn for TerreStar Networks

Phone: +1 212-715-1691

Email: fallonc@ruderfinn.com