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):
                         July 26, 2006 (July 25, 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 (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))




Section 2 - Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets

         On July 26, 2006, SkyTerra Communications, Inc. (the "Company") issued
a press release in connection with the redemption of of all of its Series A
Preferred Stock and the issuance of its voting and non-voting common stock to
its preferred stockholders in connection therewith; the completion of the
rights offering that it launched on June 22, 2006; and the re-election of all
of the members of the Company's board of directors, the approval of the
Company's 2006 Equity and Incentive Plan, and the ratification of appointment
of Ernst & Young as the Company's independent registered public accounting firm
for the year ending December 31, 2006 at the Company's annual meeting held on
July 25, 2006. A copy of the press release is being filed as Exhibit 99.1 to
this Current Report on Form 8-K, and is incorporated herein by reference.

Section 3 - Securities and Trading Markets

Item 3.02.  Unregistered Sales of Equity Securities.

         The information provided in response to Item 2.01 of this Current
Report on Form 8-K is incorporated by reference into this Item 3.02.

         The shares of the Company's voting and non-voting common stock sold
directly to its preferred stockholders, Apollo Investment Fund IV, L.P. and its
affiliates ("Apollo"), were not registered under the Securities Act of 1933, as
amended (the "Securities Act"). The shares were issued to Apollo, which are
accredited investors within the meaning of Rule 501 of Regulation D, in
reliance on exemptions from registration under Section 4(2) of the Securities
Act and Rule 506 of Regulation D promulgated thereunder. Appropriate
restrictive legends were affixed to the certificates representing the shares of
the common stock sold to Apollo.

Section 8 - Other Events

Item 8.01.  Other Events.

         The information provided in response to Item 2.01 of this Current
Report on Form 8-K is incorporated by reference into this Item 8.01.

Section 9 - Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

     (d) Exhibits.

     Number       Description
     ------       -----------

     99.1         Press Release of SkyTerra Communications, Inc., dated
                  July 26, 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:  July 26, 2006                 By: /s/ ROBERT C. LEWIS
                                         -----------------------------------
                                         Name:   Robert C. Lewis
                                         Title:  Senior Vice President, General
                                                 Counsel and Secretary

EX-99

                                                                   Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact: Robert C. Lewis
Senior Vice President and General Counsel
SkyTerra Communications, Inc.
19 West 44th Street, Suite 507
New York, New York 10036
(212) 735-7540
info@skyterracom.com

    SkyTerra Communications, Inc. Announces Results of Stockholders Meeting
    and Redemption of Preferred Stock through Completion of Rights Offering

         New York, NY, July 26, 2006--SkyTerra Communications, Inc. (OTCBB:
SKYT) (the "Company") announced today that its stockholders overwhelmingly
re-elected all of the members of the Board of Directors, approved the new 2006
Equity and Incentive Plan and ratified the appointment of Ernst & Young as the
Company's independent registered public accounting firm for the year ending
December 31, 2006 at yesterday's annual meeting.

         In addition, the Company also announced that it had successfully
completed the redemption of all of the Company's outstanding Series A Preferred
Stock for aggregate cash and common stock consideration equal to the $120
million liquidation preference of the preferred stock (the "Redemption"). A
total of approximately $18.0 million in cash was paid to redeem the preferred
stock along with the issuance of approximately 5.7 million shares of voting and
non-voting common stock of the Company. The Redemption is a condition to
closing of the pending transactions to consolidate majority ownership and
control of Mobile Satellite Ventures LP (the "MSV Joint Venture") and its
corporate general partner under the Company. Closing of those transactions is
currently expected to occur during the current fiscal quarter, pending
regulatory approvals.

         The approximately $18.0 million in cash paid in connection with the
Redemption was generated from the completion of the rights offering that the
Company launched on June 22, 2006 (the "Rights Offering") which resulted in the
sale of approximately 1.0 million shares of the Company's common stock at
$18.00 per share through exercised basic and oversubscription rights. The
remaining outstanding shares of the Company's Series A Preferred Stock were
redeemed through the issuance of 2.4 million shares of the Company's voting and
3.2 million shares of its non-voting common stock to the preferred
stockholders, in accordance with the Company's May 2006 agreement with the
preferred stockholders, reflecting nearly the entire balance of the Rights
Offering, in which 6.67 million shares were sold. In accordance with
pre-existing agreements, the Company issued voting common stock to Apollo
Investment Fund IV, L.P. and certain affiliated funds so that their voting
power did not exceed a previously agreed to 29.9% threshold, and issued the
remainder in the form of non-voting common stock.

         Immediately following the completion of the Rights Offering and the
Redemption, the Company will have 24.6 million shares of common stock
outstanding and no shares of Series A Preferred Stock outstanding.

Statement under the Private Securities Litigation Reform Act:

This press release may contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act. Such statements generally include
words such as could, can, anticipate, believe, expect, seek, pursue, proposed,
potential and similar words and terms in connection with futures results,
including the transactions described in this press release. Such
forward-looking statements are subject to the following uncertainties: the
ability of the parties to obtain the necessary regulatory approvals, including
without limitation, actions by the Federal Communications Commission and other
factors impacting the parties' ability to consummate the transactions. We assume
no obligation to update or supplement such forward-looking statements.