FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   CAPLAN ANDREW 2. Date of Event Requiring Statement (Month/Day/Year) 08/04/2008 3. Issuer Name and Ticker or Trading Symbol SKYTERRA COMMUNICATIONS INC [SKYT] (Last) (First) (Middle) C/O SKYTERRA COMMUNICATIONS, INC., 10802 PARKRIDGE BLVD 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Chief Network Officer of MSV 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) RESTON, VA 20191 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 75,000 (1) D Â

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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	  (2)	01/29/2017	Common Stock	300,000	$ 7.425	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CAPLAN ANDREW C/O SKYTERRA COMMUNICATIONS, INC. 10802 PARKRIDGE BLVD RESTON, VA 20191	Â	Â	Â	Chief Network Officer of MSV

Signatures

Andrew Caplan		08/08/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents grant of 75,000 restricted shares of Company common stock under the 2006 Equity and Incentive Plan. Will vest as follows, subject to Mr. Caplan's continued employment: (i) 25,000 shares on January 29,2010; (ii) 25,000 shares on first day following the twentieth consecutive trading day on which price of Company's common stock exceeds $20 per share; and (iii) 25,000 shares on first day following the twentieth consecutive trading day on which price of Company's common stock exceeds $25 per share, as further set forth in award agreement. Subject to acceleration upon termination of Mr. Caplan's employment other than for "cause" as defined in the award agreement and in certain other circumstances.
(2)	The option vests in three equal annual installments beginning on January 29, 2008.

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