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):
                       December 23, 2003 (December 23, 2003)

                          SkyTerra Communications, Inc.
             (Exact name of registrant as specified in its charter)

           Delaware                    000-13865               23-2368845
 (State or Other Jurisdiction        (Commission              (IRS Employer
      of Incorporation)              File Number)        Identification Number)

              19 West 44th Street, Suite 507, New York, New York 10036
         (Address of principal executive offices, including zip code)

                                 (212) 730-7540
             (Registrant's telephone number, including area code)

                                       N/A
           (Former name or former address, if changed since last report)





Item 5. Other Events and Regulation FD Disclosure.

On December 23, 2003, the Company issued the press release filed herewith as
Exhibit 99.1, which is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

(c) Exhibits

     Number                             Description
     ------                             -----------
      99.1      -   Press release issued by SkyTerra Communications, Inc. on
                    December 23, 2003.


                                   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.


Date:  December 23, 2003                   By:   /s/ Robert C. Lewis
                                                ------------------------------
                                                Name:    Robert C. Lewis
                                                Title:   Senior Vice President
                                                         and General Counsel


                                 Exhibit Index

Number      Description
- ------      -----------
99.1        Press release issued by SkyTerra Communications, Inc. on
            December 23, 2003.

EX-99

                                                                    EXHIBIT 99.1
                                                                    ------------


SkyTerra Communications, Inc.                 Contact:
19 West 44th Street, Suite 507                Robert Lewis
New York, New York 10036                      Senior Vice President
                                              and General Counsel
                                              212-730-7540
                                              info@skyterracom.com

                    SKYTERRA COMMUNICATIONS TERMINATES STOCK
     PURCHASE AGREEMENT -- CONTINUES ACQUISITION DISCUSSIONS WITH VERESTAR

NEW YORK, NY DECEMBER 23, 2003 - SkyTerra Communications, Inc. (OTCBB: SKYT)
announced that it terminated the Stock Purchase Agreement by and among a wholly
owned subsidiary of SkyTerra, Verestar and Verestar's parent company that was
previously announced on September 2, 2003.

Verestar filed for bankruptcy protection under Chapter 11 of the United States
Bankruptcy Code.

SkyTerra is continuing negotiations to acquire all or a substantial portion of
Verestar's business, which is to provide integrated satellite and fiber
services to government organizations, multi-national corporations, broadcasters
and communications companies. By utilizing leased satellite and terrestrial
capacity, its teleports in the United States and Europe, and a team of
approximately 300 employees, Verestar designs, engineers and deploys managed
networks for data, voice and video communications services.

There can be no assurances that SkyTerra will be able to agree upon
satisfactory terms with Verestar. Any definitive agreement between Verestar and
SkyTerra will be subject to bankruptcy court approval. In connection with the
termination, SkyTerra is pursuing payment from Verestar's parent company of a
break-up fee of approximately $3.5 million.



Caution Concerning Forward-Looking Statements
- ---------------------------------------------



This document includes certain "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. Actual results may
differ materially from these expectations due to our ability to negotiate a
satisfactory agreement for the purchase of Verestar's business, which would be
subject to approval of the FCC, reaching agreements with certain of Verestar's
key satellite vendors and bankruptcy approval. Actual results may also differ
materially from these expectations depending upon whether we successful in
collecting the break-up fee, which may be disputed by Verestar's parent and
Verestar. Additional factors are detailed in the documents filed by SkyTerra
Communications, Inc. with the Securities and Exchange Commission including but
not limited to those contained under the Risk Factors section of the Annual
Report on Form 10-K filed by the Company with the Securities and Exchange
Commission on February 28, 2003. The Company assumes no obligation to update
any such forward-looking statements to reflect actual results, changes in
risks, uncertainties or assumptions underlying or affecting such statements or
for prospective events that may have a retroactive effect.