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):
                          June 9, 2005 (June 6, 2005)


                         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)


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))

<PAGE>


Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

Effective June 6, 2005, the board of directors of SkyTerra Communications,
Inc. (the "Company") elected Aaron J. Stone to serve as a director and to
replace Marc Rowan who resigned from the board of directors as of that same
date.

Mr. Stone is a Partner of Apollo Advisors, L.P. where he has worked since
1997. Mr. Stone is currently a director of AMC Entertainment Inc., Educate
Inc., Hughes Networks Systems, LLC and Intelsat Holdings, Ltd. Prior to
Apollo, Mr. Stone worked for Smith Barney Inc. in its Mergers & Acquisitions
group. Mr. Stone graduated cum laude from Harvard College with an A.B. in
Social Studies.

In addition, on June 8, 2005, the holders of the Company's Series A Preferred
Stock notified the Company that pursuant to the terms thereof, that Michael
Gross, who resigned effective as of that date, would be replaced, effective
immediately, by Michael Weiner.

Mr. Weiner joined Apollo and Apollo Real Estate Advisors in 1992 and has
served as general counsel of the Apollo organization since that time. Prior to
joining Apollo, Mr. Weiner was a partner in the law firm of Morgan, Lewis &
Bockius specializing in securities law, public and private financings, and
corporate and commercial transactions. Mr. Weiner serves on the board of
directors of Quality Distribution. Mr. Weiner received a BS in Business and
Finance from the University of California at Berkeley and a JD from the
University of Santa Clara.

Mr. Stone and Mr. Weiner are affiliates of Apollo Advisors, which controls
Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P., AIF
IV/RRRR LLC and AP/RM Acquisition LLC the sole holders of our Series A
Preferred Stock, our non-voting common stock and all of our outstanding Series
1-A and Series 2-A warrants. In addition, through those funds, Apollo Advisors
is the largest holder of our common stock.

<PAGE>

                                  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:  June 8, 2005                        By:  /s/ ROBERT C. LEWIS
                                                ----------------------------
                                                Name:   Robert C. Lewis
                                                Title:  Senior Vice President
                                                        and General Counsel
[{"type": "8-K", "sequence": "1", "filename": "skyju6.txt", "description": "FORM 8-K", "secsgml_size_bytes": 4386}]
{"company-data": {"conformed-name": "SKYTERRA COMMUNICATIONS INC", "cik": "0000756502", "assigned-sic": "4899", "irs-number": "232368845", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-13865", "film-number": "05886156"}, "business-address": {"street1": "19 WEST 44TH STREET", "street2": "SUITE 507", "city": "NEW YORK", "state": "NY", "zip": "10036", "phone": "212-730-7540"}, "mail-address": {"street1": "19 WEST 44TH STREET", "street2": "SUITE 507", "city": "NEW YORK", "state": "NY", "zip": "10036"}, "former-company": [{"former-conformed-name": "RARE MEDIUM GROUP INC", "date-changed": "19990414"}, {"former-conformed-name": "ICC TECHNOLOGIES INC", "date-changed": "19920703"}, {"former-conformed-name": "INTERNATIONAL COGENERATION CORP", "date-changed": "19891005"}]}
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):
                          June 9, 2005 (June 6, 2005)

                         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)

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))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

Effective June 6, 2005, the board of directors of SkyTerra Communications,
Inc. (the "Company") elected Aaron J. Stone to serve as a director and to
replace Marc Rowan who resigned from the board of directors as of that same
date.

Mr. Stone is a Partner of Apollo Advisors, L.P. where he has worked since
1997. Mr. Stone is currently a director of AMC Entertainment Inc., Educate
Inc., Hughes Networks Systems, LLC and Intelsat Holdings, Ltd. Prior to
Apollo, Mr. Stone worked for Smith Barney Inc. in its Mergers & Acquisitions
group. Mr. Stone graduated cum laude from Harvard College with an A.B. in
Social Studies.

In addition, on June 8, 2005, the holders of the Company's Series A Preferred
Stock notified the Company that pursuant to the terms thereof, that Michael
Gross, who resigned effective as of that date, would be replaced, effective
immediately, by Michael Weiner.

Mr. Weiner joined Apollo and Apollo Real Estate Advisors in 1992 and has
served as general counsel of the Apollo organization since that time. Prior to
joining Apollo, Mr. Weiner was a partner in the law firm of Morgan, Lewis &
Bockius specializing in securities law, public and private financings, and
corporate and commercial transactions. Mr. Weiner serves on the board of
directors of Quality Distribution. Mr. Weiner received a BS in Business and
Finance from the University of California at Berkeley and a JD from the
University of Santa Clara.

Mr. Stone and Mr. Weiner are affiliates of Apollo Advisors, which controls
Apollo Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P., AIF
IV/RRRR LLC and AP/RM Acquisition LLC the sole holders of our Series A
Preferred Stock, our non-voting common stock and all of our outstanding Series
1-A and Series 2-A warrants. In addition, through those funds, Apollo Advisors
is the largest holder of our common stock.
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:  June 8, 2005                        By:  /s/ ROBERT C. LEWIS
                                                ----------------------------
                                                Name:   Robert C. Lewis
                                                Title:  Senior Vice President
                                                        and General Counsel