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):
                            May 4, 2006 (May 1, 2006)


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


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


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:

|_| 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))



Section 4 - Matters Related to Accountants and Financial Statements

Item 4.01 Changes in Registrant's Certifying Accountant

      On May 1, 2006, the Board of Directors of SkyTerra Communications, Inc.
(the "Company") notified Ernst & Young LLP ("Ernst & Young") that it had been
appointed to serve as the Company's independent registered public accounting
firm, and notified Deloitte & Touche LLP ("Deloitte & Touche") that it had been
dismissed as the Company's independent registered public accounting firm,
effective immediately. The appointment of Ernst & Young and the dismissal of
Deloitte & Touche were recommended by the Audit Committee and approved by the
Board of Directors. On May 3, 2006, the Company executed an engagement letter
with Ernst & Young.

      The audit report of Deloitte & Touche on the Company's consolidated
financial statements as of and for the years ended December 31, 2005 and 2004
did not contain an adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
In connection with the audits of the two years ended December 31, 2005 and for
the subsequent interim period through the effective date of Deloitte & Touche's
dismissal, there were no disagreements between the Company and Deloitte & Touche
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which, if not resolved to the
satisfaction of Deloitte & Touche, would have caused Deloitte & Touche to make
reference to the subject matter of such disagreements in connection with its
audit report. The audit report of Deloitte & Touche on management's assessment
of the effectiveness of internal control over financial reporting and the
effectiveness of internal control over financial reporting as of December 31,
2005 did not contain an adverse opinion or disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope or accounting principles.

      There were no "reportable events" described in Item 304(a)(1)(v) of
Regulation S-K promulgated by the Securities and Exchange Commission (the "SEC")
pursuant to the Securities Exchange Act of 1934, as amended, which have occurred
during the two years ended December 31, 2005 or for the subsequent interim
period through the effective date of Deloitte & Touche's dismissal.

     During the two years ended December 31, 2005, and from December 31, 2005
through the engagement of Ernst & Young as the Company's independent registered
public accounting firm, neither the Company nor anyone on its behalf has
consulted Ernst & Young with respect to any accounting or auditing issues
involving the Company. In particular, there was no discussion with the Company
regarding the application of accounting principles to a specified transaction,
the type of audit opinion that might be rendered on the financial statements, or
any matter that was either (i) the subject of a disagreement with Deloitte &
Touche on accounting principles or practices, financial statement disclosure or
auditing scope or procedure which, if not resolved to the satisfaction of
Deloitte & Touche, would have caused Deloitte & Touche to make reference to the
subject matter of such disagreement in connection with its report, or (ii) a
"reportable event" as described in Item 304(a)(1)(v) of Regulation S-K
promulgated by the SEC.

      The Company provided Deloitte & Touche with a copy of the foregoing
disclosures. A letter from Deloitte & Touche is attached as Exhibit 16.1 to this
Form 8-K.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

 (c) Exhibits.

           Number                 Description
           ------                 -----------
           16.1        -   Letter of Deloitte & Touche LLP dated May 4, 2006


                                   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.


Date:  May 4, 2006                           By: /s/ CRAIG J. KAUFMANN
                                                 ----------------------------
                                                 Name:  Craig J. Kaufmann
                                                 Title: Controller and Treasurer

EX-16

                                                                    Exhibit 16.1



May 4, 2006


Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561

Dear Sirs/Madam:

We have read Item 4 of SkyTerra Communications, Inc.'s Form 8-K dated May 4,
2006, and have the following comments:

1.   We agree with statements made that (a) on May 1, 2006, the board of
     directors notified Deloitte & Touche LLP that it had been dismissed as
     SkyTerra Communications, Inc.'s independent registered public accounting
     firm in the first paragraph; and (b) the statements made in the second,
     third and fifth paragraphs under Item 4.01.

2.   We have no basis on which to agree or disagree with the statements in the
     first paragraph that: (a) the board of directors notified Ernst & Young LLP
     that it had been appointed to serve as SkyTerra Communications, Inc.'s
     independent registered public accounting firm; (b) the change was
     recommended by the audit committee and approved by the board of directors;
     (c) that on May 3, 2006, SkyTerra Communications, Inc. executed an
     engagement letter with Ernst & Young LLP; or any of the statements made in
     the fourth paragraph under Item 4.01.



Yours truly,

/s/ DELOITTE & TOUCHE LLP