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):  February 12, 2010

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 12, 2010, TerreStar Corporation (the “Company”) promoted Jeffrey W. Epstein, 41, to Chief Executive Officer effective immediately.  Mr. Epstein shall continue to serve as President of the Company.  Mr. Epstein has served as the Company’s President and principal executive officer since April 2008.  Mr. Epstein served as the Company’s Senior Vice President, General Counsel and Secretary from September 2006 to December 2008.  In addition, Mr. Epstein served as the General Counsel and Secretary from October 2006 to December 2008 and the Associate General Counsel and Secretary from July 2006 to December 2006 of TerreStar Networks Inc.  From October 2003 to July 2006, Mr. Epstein served as Director, Assistant General Counsel, Transactions, for Capital One Financial Corporation.

On February 12, 2010, the Company also promoted Vincent Loiacono, 50, to Chief Financial Officer effective immediately.  Mr. Loiacono has served as TerreStar’s Chief Accounting Officer and Principal Financial Officer for TerreStar since November 2008.  Mr. Loiacono served as Senior Vice President and Corporate Controller of WorldSpace, Inc. from May 2005 to October 2008. Mr. Loiacono served in senior financial management roles in AT&T Government Solutions and Nextel Communications from May 1996 to May 2005.

The Company has not entered into any new material plans, contracts or arrangements or amended any existing plans contracts or arrangements with Mr. Epstein.  The Company and Mr. Epstein are parties to an Employment Agreement dated January 15, 2008 (the “Epstein Employment Agreement”).  A description and copy of the Epstein Employment Agreement is included with the Company’s Current Report on Form 8-K filed with the commission on January 22, 2008.  On November 24, 2008, the Company entered into a letter agreement with Mr. Epstein, pursuant to which the Company and Mr. Epstein agreed to amend certain provisions of the Epstein Employment Agreement, as needed to comply with Section 409A of the Internal Revenue Code (the “Letter Agreement”).  A copy of the Letter Agreement is included with the Company’s Current Report on Form 8-K filed with the commission on November 26, 2008.

The Company has not entered into any new material plans, contracts or arrangements or amended any existing plans contracts or arrangements with Mr. Loiacono.  A description of the arrangement between the Company and Mr. Loiacono is included with the Company’s Current Report on Form 8-K filed with the commission on November 26, 2008.

Item 7.01 – Regulation FD Disclosure.

On February 16, 2010, the Company issued a press release announcing the promotions of Messrs. Epstein and Loiacono.  A copy of the press release is attached as Exhibit 99.1.  This exhibit is furnished, not filed, pursuant to Regulation FD.

Item 9.01 – Financial Statements and Exhibits.

(d)	Exhibits
99.1	Press Release dated February 16, 2010

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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:  February 16, 2010

EX-99.1

Exhibit 99.1

TerreStar Promotes Epstein and Loiacono

RESTON, VA, February 16, 2010 - - TerreStar Corporation (NASDAQ: TSTR) today announced that Jeffrey W. Epstein has added Chief Executive Officer duties to his position at TerreStar Corporation and its subsidiaries, and will assume the title of President & CEO, effectively immediately. Mr. Epstein has served as President of TerreStar since April 2008.

"The Board is pleased to recognize Jeff’s achievements and talents by promoting him to Chief Executive Officer," said William Freeman, Chairman of the TerreStar Board of Directors.  "Since Jeff’s elevation to President in April 2008 he has shown that he has the vision and leadership to take TerreStar into its next phase of growth – becoming the first fully operational integrated satellite/terrestrial network provider."

The Board of Directors also promoted Vincent Loiacono to Chief Financial Officer of TerreStar Corporation and its subsidiaries, effectively immediately.  Mr. Loiacono has been TerreStar’s Chief Accounting Officer since November 2008.

“Working with Vince over the last year has demonstrated that he has the expertise and commitment necessary for TerreStar’s Chief Financial Officer,” said Jeffrey Epstein, President & CEO of TerreStar. “Vince will help us execute against a sound corporate financial plan, creating long-term shareholder value as we become operational and begin generating revenues.”

These promotions follow a strong 2009 for TerreStar, including launching the world’s largest, most powerful communications satellite and introducing the first integrated satellite and cellular 3G smartphone.  In 2010, TerreStar remains focused on delivering next-generation mobile communications services to help solve the critical communications challenges faced by government, emergency responders, enterprises, and rural communities.

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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.terrestar.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.

Media Contact:

Kelly Adams, TerreStar Networks

703.483.7966

Kelly.Adams@terrestar.com