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))


<PAGE>


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

<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:  March 3, 2005                       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": "05658096"}, "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): 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