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): April 7, 2005 (April 3, 2005)

                         SkyTerra Communications, Inc.
    -----------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

         DELAWARE                    000-13865                  23-2368845
--------------------------   --------------------------   ----------------------
 (State of Incorporation)     (Commission File Number)       (I.R.S. Employer
                                                            Identification No.)

                         19 West 44th Street, Suite 507
                            New York, New York 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>

ITEM 1.01.    Entry Into a Material Definitive Agreement.

         On April 3, 2005, SkyTerra Communications, Inc., a Delaware
corporation (the "Company"), entered into Amendment No. 2 (the "Amendment") to
that certain Contribution and Membership Interest Purchase Agreement dated as
of December 3, 2004 (the "Original Agreement"), among the Company, The DIRECTV
Group, Inc., a Delaware corporation ("Parent"), Hughes Network Systems, Inc., a
Delaware corporation ("HNS") and Hughes Network Systems, LLC, a newly formed
Delaware limited liability company ("Newco"; and collectively, the "Parties").

         Pursuant to the terms of the Amendment, the Parties agreed to amend
certain provisions of the Original Agreement regarding HNS's obligation to
repay certain indebtedness prior to the consummation of the transactions
contemplated by the Original Agreement as more fully described in the
Amendment. The Amendment is attached as an exhibit hereto and incorporated
herein.

ITEM 9.01.    Financial Statements and Exhibits.

         (c) Exhibits.

         Exhibit No.      Document
         -----------      --------

         10.1             Amendment No. 2, dated April 3, 2005, to the
                          Contribution and Membership Interest Purchase
                          Agreement dated as of December 3, 2004, by and among
                          The DIRECTV Group, Inc., Hughes Network Systems,
                          Inc., SkyTerra Communications, Inc. and Hughes
                          Network Systems, LLC.


                                   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 hereunto duly authorized.


                                              SKYTERRA COMMUNICATIONS, INC.
                                                       (Registrant)
Date: April 7, 2005

                                              By:  /s/ Robert C. Lewis
                                                   ---------------------
                                                   Robert C. Lewis
                                                   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": "05739334"}, "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): April 7, 2005 (April 3, 2005)

                         SkyTerra Communications, Inc.
    -----------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

         DELAWARE                    000-13865                  23-2368845
--------------------------   --------------------------   ----------------------
 (State of Incorporation)     (Commission File Number)       (I.R.S. Employer
                                                            Identification No.)

                         19 West 44th Street, Suite 507
                            New York, New York 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))
ITEM 1.01.    Entry Into a Material Definitive Agreement.

         On April 3, 2005, SkyTerra Communications, Inc., a Delaware
corporation (the "Company"), entered into Amendment No. 2 (the "Amendment") to
that certain Contribution and Membership Interest Purchase Agreement dated as
of December 3, 2004 (the "Original Agreement"), among the Company, The DIRECTV
Group, Inc., a Delaware corporation ("Parent"), Hughes Network Systems, Inc., a
Delaware corporation ("HNS") and Hughes Network Systems, LLC, a newly formed
Delaware limited liability company ("Newco"; and collectively, the "Parties").

         Pursuant to the terms of the Amendment, the Parties agreed to amend
certain provisions of the Original Agreement regarding HNS's obligation to
repay certain indebtedness prior to the consummation of the transactions
contemplated by the Original Agreement as more fully described in the
Amendment. The Amendment is attached as an exhibit hereto and incorporated
herein.

ITEM 9.01.    Financial Statements and Exhibits.

         (c) Exhibits.

         Exhibit No.      Document
         -----------      --------

         10.1             Amendment No. 2, dated April 3, 2005, to the
                          Contribution and Membership Interest Purchase
                          Agreement dated as of December 3, 2004, by and among
                          The DIRECTV Group, Inc., Hughes Network Systems,
                          Inc., SkyTerra Communications, Inc. and Hughes
                          Network Systems, LLC.

                                   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 hereunto duly authorized.

                                              SKYTERRA COMMUNICATIONS, INC.
                                                       (Registrant)
Date: April 7, 2005

                                              By:  /s/ Robert C. Lewis
                                                   ---------------------
                                                   Robert C. Lewis
                                                   Senior Vice President and
                                                   General Counsel