TERRESTAR CORP

AMEND.1 TO S-3 FOR AMERICAN MOBILE SATELLITE CORP.

S-3/A

CONSENT OF ARNOLD & PORTER

EX-5

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

EX-23.1

INDEPENDENT AUDITORS' CONSENT

EX-23.2

FINANCIAL DATA SCHEDULE

EX-27.1

FINANCIAL DATA SCHEDULE

EX-27.2

EXCHANGE AGREEMENT

EX-99.1

SHAREHOLDERS AGREEMENT

EX-99.2

REGISTRATION RIGHTS AGREEMENT

EX-99.3

NOTE PURCHASE AGREEMENT

EX-99.4