Exhibit 31.2


                                 CERTIFICATIONS

I, Craig J. Kaufmann, certify that:

     1.  I have reviewed this Form 10-Q of SkyTerra Communications, Inc.;

     2.  Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this report;

     3.  Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the registrant as of, and for, the periods presented in this
         report;

     4.  The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and have:

         a)   designed such disclosure controls and procedures, or caused such
              disclosure controls procedures to be designed under our
              supervision, to ensure that material information relating to the
              registrant, including its consolidated subsidiaries, is made
              known to us by others within those entities, particularly during
              the period in which this report is being prepared;

         b)   evaluated the effectiveness of the registrant's disclosure
              controls and procedures and presented in this report our
              conclusions about the effectiveness of the disclosure controls
              and procedures, as of the end of the period covered by this
              report based on such evaluation; and

         c)   disclosed in this report any change in the registrant's internal
              control over financial reporting that occurred during the
              registrant's most recent fiscal quarter (the registrant's fourth
              quarter in the case of an annual report) that has materially
              affected, or is reasonably likely to materially affect, the
              registrant's internal control over financial reporting; and

     5.  The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of
         registrant's board of directors (or persons performing the equivalent
         function):

         a)   all significant deficiencies in the design or operation of
              internal controls over financial reporting which are reasonably
              likely to adversely affect the registrant's ability to record,
              process, summarize and report financial information; and

         b)   any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal control over financial reporting.



Date:  May 17, 2004                        By: /s/ CRAIG J. KAUFMANN
                                              --------------------------------
                                                Craig J. Kaufmann
                                                Controller and Treasurer
                                                (Principal Accounting Officer)