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 19, 2004 (May 18,2004)


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


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



<PAGE>


ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)  Exhibits

Number      Description

99.1     Press release issued by SkyTerra Communications, Inc. on May 18, 2004.

ITEM 12.  Results of Operations and Financial Condition

On May 18, 2004, SkyTerra Communications, Inc. issued a press release
announcing earnings results for the quarter ended March 31, 2004. The full
text of the press release issued in connection with the announcement is
attached as Exhibit 99.1 to this report on Form 8-K.

The information in the report, including the exhibit hereto, shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934 (the "Exchange Act") or otherwise subject to liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 of the Exchange Act, except as expressly set forth by
specific reference in such a filing.

<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.

                                             SKYTERRA COMMUNICATIONS, INC.
                                             (Registrant)

DATE:  May 19, 2004                           By:  /s/    Robert C. Lewis
                                                  ------------------------
                                                  Name:  Robert C. Lewis
                                                  Title: Senior Vice President
                                                         and General Counsel
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{"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": "04817868"}, "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):
                           May 19, 2004 (May 18,2004)

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

          Delaware                      000-13865              23-2368845
(State or Other Jurisdiction        (Commission File          (IRS Employer
      of Incorporation)                  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 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)  Exhibits

Number      Description

99.1     Press release issued by SkyTerra Communications, Inc. on May 18, 2004.

ITEM 12.  Results of Operations and Financial Condition

On May 18, 2004, SkyTerra Communications, Inc. issued a press release
announcing earnings results for the quarter ended March 31, 2004. The full
text of the press release issued in connection with the announcement is
attached as Exhibit 99.1 to this report on Form 8-K.

The information in the report, including the exhibit hereto, shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934 (the "Exchange Act") or otherwise subject to liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933 of the Exchange Act, except as expressly set forth by
specific reference in such a filing.
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:  May 19, 2004                           By:  /s/    Robert C. Lewis
                                                  ------------------------
                                                  Name:  Robert C. Lewis
                                                  Title: Senior Vice President
                                                         and General Counsel