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):
                      January 31, 2006 (January 30, 2006)


                         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)     (IRS Employer
         Incorporation)                                         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 (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))



Section 8 - Other Events

Item 8.01.  Other Events.

         On January 31, 2006, SkyTerra Communications, Inc. issued a press
release in connection with the declaration by its Board of Directors of
SkyTerra's previously announced special dividend of the common stock of Hughes
Communications, Inc., its wholly-owned subsidiary. A copy of the press release
is being filed as Exhibit 99.1 to this Current Report on Form 8-K.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

         The exhibits to this Current Report on Form 8-K are listed on the
Exhibit Index on page 4 hereof, which is incorporated by reference in this Item
9.01(d).



                                   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: January 31, 2006                 By: /s/ ROBERT C. LEWIS       
                                           Name:  Robert C. Lewis
                                           Title: Senior Vice President, 
                                                  General Counsel and Secretary



                                 EXHIBIT INDEX


Number                Description
99.1                  Press Release of SkyTerra Communications, Inc., dated 
                      January 31, 2006.