OMB APPROVAL
OMB Number:	3235-0145
Expires:	December 31, 2005
Estimated average burden
hours per response . . . 11

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)

MOTIENT CORPORATION

(Name of Issuer)

Common Stock, par value $.01 per share

(Title and Class of Securities)

619908304

                                (CUSIP Number)                                

April 13, 2004

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 619908304 13G Page 2 of 12

1.	Name of Reporting Person             Tower Investment Group, Inc. I.R.S. Identification No. of Above Person             59-2924229
2.	Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  x
3.	SEC Use Only
4.	Citizenship or Place of Organization             Florida

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.    Sole Voting Power                 0   6.    Shared Voting Power                 0   7.    Sole Dispositive Power                 0   8.    Shared Dispositive Power                 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person             0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.	Percent of Class Represented by Amount in Row (9)             0%
12.	Type of Reporting Person             CO

CUSIP No. 619908304 13G Page 3 of 12

1.	Name of Reporting Person             Bay Harbour Management, L.C. I.R.S. Identification No. of above person             None
2.	Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  x
3.	SEC Use Only
4.	Citizenship or Place of Organization             Florida

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.    Sole Voting Power                 0   6.    Shared Voting Power                 0   7.    Sole Dispositive Power                 0   8.    Shared Dispositive Power                 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person             0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.	Percent of Class Represented by Amount in Row (9)             0
12.	Type of Reporting Person             CO

CUSIP No. 619908304 13G Page 4 of 12

1.	Name of Reporting Person             Steven A. Van Dyke I.R.S. Identification No. of above person             Not applicable
2.	Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  x
3.	SEC Use Only
4.	Citizenship or Place of Organization             United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.    Sole Voting Power                 0   6.    Shared Voting Power                 0   7.    Sole Dispositive Power                 0   8.    Shared Dispositive Power                 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person             0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.	Percent of Class Represented by Amount in Row (9)             0%
12.	Type of Reporting Person             IN

CUSIP No. 619908304 13G Page 5 of 12

1.	Name of Reporting Person             Douglas P. Teitelbaum I.R.S. Identification No. of above person             Not applicable
2.	Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  x
3.	SEC Use Only
4.	Citizenship or Place of Organization             United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.    Sole Voting Power                 0   6.    Shared Voting Power                 0   7.    Sole Dispositive Power                 0   8.    Shared Dispositive Power                 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person             0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.	Percent of Class Represented by Amount in Row (9)             0
12.	Type of Reporting Person             IN

CUSIP No. 619908304 13G Page 6 of 12

1.	Name of Reporting Person             John D. Stout I.R.S. Identification No. of above person             Not applicable
2.	Check the Appropriate Box if a Member of a Group (a)  ¨ (b)  x
3.	SEC Use Only
4.	Citizenship or Place of Organization             United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.    Sole Voting Power                 0   6.    Shared Voting Power                 0   7.    Sole Dispositive Power                 0   8.    Shared Dispositive Power                 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person             0
10.	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.	Percent of Class Represented by Amount in Row (9)             0
12.	Type of Reporting Person             IN

CUSIP NO. 619908304 13G Page 7 of 12

Item 1	(a).	Name of Issuer: Motient Corporation (“Motient”)
Item 1	(b).	Address of Issuer’s Principal Executive Offices: 10802 Parkridge Blvd. Reston VA 20191-5416
Item 2	(a).	Name of Person(s) Filing: Bay Harbour Management, L.C. (“Bay Harbour”), Tower Investment Group, Inc. (“Tower”), as the majority stockholder of Bay Harbour, and Steven A. Van Dyke (“Mr. Van Dyke”), Douglas P. Teitelbaum (“Mr. Teitelbaum”) and John D. Stout (“Mr. Stout”), in their capacities as controlling stockholders of Tower.
Item 2	(b).	Address of Principal Business Office : The principal business address of Bay Harbour, Tower, Mr. Van Dyke, Mr. Teitelbaum and Mr. Stout is 885 Third Avenue, 34th Floor, New York, NY 10022.
Item 2	(c).	Citizenship: Bay Harbour – Florida Tower—Florida Mr. Van Dyke – United States Mr. Teitelbaum—United States Mr. Stout – United States
Item 2	(d).	Title of Class of Securities: Common Stock, par value $.01 per share, of Motient Corporation.
Item 2	(e).	Motient common stock has the following CUSIP Number:     619908304.
Item 3		The person(s) filing is (are): Bay Harbour is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Tower is a parent holding company of Bay Harbour. Mr. Van Dyke is a control person of Bay Harbour. Mr. Teitelbaum is a control person of Bay Harbour. Mr. Stout is a control person of Bay Harbour.

Item 4	(a).	Amount beneficially owned:
		As of April 30, 2004, Bay Harbour may be deemed to be the beneficial owner of 0 shares of Motient common stock as a result of voting and dispositive power that it held with respect to the 0 shares of Motient common stock held for the account of private investment funds and managed accounts.

CUSIP NO. 619908304 13G Page 8 of 12

		As of April 30, 2004, Tower may be deemed to be the beneficial owner of the 0 shares of Motient common stock deemed to be beneficially owned by Bay Harbour as referred to above. Tower is the majority stockholder of Bay Harbour. As of April 30, 2004, Mr. Van Dyke may be deemed beneficial owner of 0 shares of Motient common stock deemed to be beneficially owned by Bay Harbour as referred to above. Mr. Van Dyke is a stockholder of Tower, which is the majority shareholder of Bay Harbour. As of April 30, 2004, Mr. Teitelbaum may be deemed beneficial owner of 0 shares of Motient common stock deemed to be beneficially owned by Bay Harbour as referred to above. Mr. Teitelbaum is a stockholder of Tower, which is the majority shareholder of Bay Harbour. As of April 30, 2004, Mr. Stout may be deemed beneficial owner of 0 shares of Motient common stock deemed to be beneficially owned by Bay Harbour as referred to above. Mr. Stout is a stockholder of Tower, which is the majority shareholder of Bay Harbour. Bay Harbour Tower, Mr. Van Dyke, Mr. Teitelbaum and Mr. Stout each expressly disclaim any beneficial ownership interest in Motient common stock owned by the limited partners and investors in the managed accounts for which Bay Harbour acts as investment adviser, and the filing of this Schedule 13G shall not be construed as an admission that they are the beneficial owners of Motient common stock owned by the limited partners and investors in the managed accounting for which Bay Harbour acts as investment adviser.
Item 4	(b).	Percent of class: 0%
Item 4	(c).	Number of shares as to which persons has:
		Number of shares as to which Bay Harbour has:
		(i)	Sole power to vote or direct the vote: 0
		(ii)	Shared power to vote or to direct the vote: 0
		(iii)	The sole power to dispose of or to direct the disposition of: 0
		(iv)	Shared power to dispose of or to direct the disposition of: 0
		Number of shares as to which Tower has:
		(i)	Sole power to vote or direct the vote: 0
		(ii)	Shared power to vote or to direct the vote: 0
		(iii)	The sole power to dispose of or to direct the disposition of: 0
		(iv)	Shared power to dispose of or to direct the disposition of: 0
		Number of shares as to which Mr. Van Dyke has:
		(i)	Sole power to vote or direct the vote: 0
		(ii)	Shared power to vote or to direct the vote:0
		(iii)	The sole power to dispose of or to direct the disposition of: 0
		(iv)	Shared power to dispose of or to direct the disposition of: 0
		Number of shares as to which Mr. Teitelbaum has:

CUSIP NO. 619908304 13G Page 9 of 12

		(i)	Sole power to vote or direct the vote: 0
		(ii)	Shared power to vote or to direct the vote: 0
		(iii)	The sole power to dispose of or to direct the disposition of: 0
		(iv)	Shared power to dispose of or to direct the disposition of: 0
			Number of shares as to which Mr. Stout has:
		(i)	Sole power to vote or direct the vote: 0
		(ii)	Shared power to vote or to direct the vote: 0
		(iii)	The sole power to dispose of or to direct the disposition of: 0
		(iv)	Shared power to dispose of or to direct the disposition of: 0
Item 5.	Ownership of Five Percent or Less of a Class
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  x
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	Not Applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
	See Item 3 hereof, and Exhibit 1.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable.
Item 9.	Notice of Dissolution of Group.
	Not Applicable.
Item 10.	Certification.
	By signing below each of the undersigned certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 1912EP104 13G Page 10 of 12 Pages

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: May 4, 2004		BAY HARBOUR MANAGEMENT, L.C.
	By:	/s/    Steven A. Van Dyke
		Name: Steven A. Van Dyke
		Title: President
Date: May 4, 2004		TOWER INVESTMENT GROUP, INC.
	By:	/s/    Steven A. Van Dyke
		Name: Steven A. Van Dyke
		Title: President
Date: May 4, 2004		/s/    Steven A. Van Dyke
		Steven A. Van Dyke
Date: May 4, 2004		/s/    Douglas P. Teitelbaum
		Douglas P. Teitelbaum
Date: May 4, 2004		/s/    John D. Stout

CUSIP No. 1912EP104 13G Page 11 of 12 Pages

Exhibit Index

Exhibit 1 List of subsidiaries provided in response to Item 7 of this Schedule 13G.