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): March 3, 2005
                                (March 3, 2005)

                         SKYTERRA COMMUNICATIONS, INC.

            (Exact name of registrant as specified in its charter)


             Delaware                   000-13865              23-2368845
(State or Other Jurisdiction of   (Commission File Number)   (I.R.S. Employer
Incorporation or Organization)                              Identification No.)


                         19 West 44 Street, Suite 507
                              New York, NY 10036
              (Address of Principal Executive Offices) (Zip Code)


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


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):

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

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

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

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





This Report on Form 8-K contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. All statements regarding our
expected financial position and operating results, our business strategy, and
our financing plans are forward-looking statements. These statements can
sometimes be identified by our use of forward-looking words such as "may,"
"will," "anticipate," "estimate," "expect," "project," or "intend." These
forward-looking statements reflect our plans, expectations, and beliefs and,
accordingly, are subject to certain risks and uncertainties. We cannot
guarantee that any of such forward-looking statements will be realized.

Statements regarding factors that may cause actual results to differ
materially from those contemplated by such forward-looking statements
("Cautionary Statements") include, among others, those under the caption "Risk
Factors" in our 8-K filed on December 27, 2004. All of our subsequent written
and oral forward-looking statements (or statements that may be attributed to
us) are expressly qualified by the Cautionary Statements. You should carefully
review the risk factors described in our other filings with the Securities and
Exchange Commission (the "SEC") from time to time.

Our forward-looking statements are based on information available to us today,
and we undertake no obligation to update these statements. Our actual results
may differ significantly from the results discussed.

Item 7.01 - Regulation FD Disclosure

The Company issued a press release, dated March 3, 2005, which is attached
hereto as Exhibit 99.1. The exhibit is furnished, not filed, pursuant to
Regulation FD. For additional information concerning the subject matter of the
press release, please visit the website of the Federal Communications
Commission, www.fcc.gov.

Item 9.01 - Financial Statements and Exhibits

(c)  Exhibit 99.1   Press release dated March 3, 2005




                                  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 hereto duly authorized.

                                           SKYTERRA COMMUNICATIONS, INC.
                                           (Registrant)


DATE:  March 3, 2005                       By: /s/ Robert C. Lewis
                                               --------------------------------
                                           Name:  Robert C. Lewis
                                           Title: Senior Vice President and
                                                  General Counsel

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 ANNOUNCES
                                  FCC RULING
                             FOR MSV JOINT VENTURE

NEW YORK, NY, March 3, 2005. SkyTerra Communications, Inc. (OTC: SKYT)
announced that the Federal Communications Commission (FCC) released the text
of its new rules for the deployment and operation by the Mobile Satellite
Ventures LP (the MSV Joint Venture) of an ancillary terrestrial component
(ATC) to its mobile satellite service (MSS) systems. The text of the FCC
Order, which was released on Friday, contains the details of the unanimous
decision announced by the FCC at its February 10, 2005 public meeting. The
FCC's Order provides the MSV Joint Venture with substantial additional
flexibility in its system implementation, allowing it to significantly lower
the cost of ATC deployment and increase the capacity of the MSS/ATC hybrid
system. This additional flexibility provided by the FCC's decision is expected
to allow the MSV Joint Venture to offer users affordable and reliable voice
service from virtually anywhere on the North American continent. In addition,
the MSV Joint Venture expects to be able to offer a cost effective high-speed
data communications service in North America through its integrated
satellite/terrestrial service system.

The FCC's Order rejected arguments that would have unnecessarily limited ATC
flexibility. Instead, the FCC reaffirmed the fundamental underpinnings of its
February 2003 decision and excised many constraints that would have limited
the spectral efficiency and communications efficacy of ATC. In addition to the
MSV Joint Venture, a global list of companies and industries supported the
FCC's decision to make ATC a reality including automobile manufacturers,
chipset and device companies, satellite manufacturers, state space agencies,
public safety users, and other businesses that see the significant advantage
of combining the ubiquity of satellites with the scale of terrestrial
communications. Specifically, the FCC's decision recognized the essential
nature of ATC in providing spectral efficiency to MSS users in populous areas,
and that it can do so at an insignificant cost of interference potential to
other systems.

Jeffrey Leddy, the chief executive officer and president of SkyTerra, noted
"the FCC's Order is another significant milestone for the MSV Joint Venture,
permitting it to create a hybrid system incorporating the best of wireless
technology -- satellites which provide true nationwide coverage with
terrestrial wireless services in densely-populated areas which provide
high-capacity and high-quality service. We are hopeful that in the future the
MSV Joint Venture will be able to provide unique two-way mobile services to
millions of Americans."

This summary is qualified by reference to the FCC's order, which may be found
on the FCC's website at:
http://hraunfoss.fcc.gov/edocs_public/attachmatch/FCC-05-30A1.pdf. Please
review the order for additional important information regarding limitations
and conditions on the authorizations and waivers granted to the MSV Joint
Venture.


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

This document includes certain "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. Important factors
that could cause actual results to differ materially from those expressed or
implied by these forward-looking statements the outcome of court challenges to
the order and the ability of the MSV Joint Venture to finance and implement
its business plan. Additional factors are detailed in the documents filed by
the Company with the Securities and Exchange Commission including but not
limited to those contained under the Risk Factors section of the Annual Report
on Form 8-K filed by the Company with the Securities and Exchange Commission
on December 27, 2004. 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.