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 16, 2004 (July 16, 2004)


SkyTerra Communications, Inc. 

(Exact Name of Registrant as Specified in Charter)


Delaware 000-13865 23-2368845



(State or Other Jurisdiction
of Incorporation)
(Commission
File No.)
(IRS Employer
Identification No.)


  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 9.    Regulation FD Disclosure.


On July 16, 2004, SkyTerra Communications, Inc. (the “Company”) issued a press release announcing its receipt of payment of approximately $22.6 million as payment of principal and interest outstanding on the note issued by a subsidiary of the Motient Corporation. 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 hereunto duly authorized.

    SKYTERRA COMMUNICATIONS, INC.
(Registrant)

DATE: July 16, 2004   By:  /s/  Robert C. Lewis
       
  Name:  Robert C. Lewis
  Title:  Senior Vice President and General Counsel



Exhibit Index


Number   Description

99.1   Press release issued by SkyTerra Communications, Inc. on July 16, 2004.