Exhibit 31.1



                                 CERTIFICATIONS

I, Jeffrey A. Leddy, 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/ JEFFREY A. LEDDY
                                             ---------------------------------
                                             Jeffrey A. Leddy
                                             Chief Executive Officer and
                                             President (Principal Executive
                                             Officer and Principal Financial
                                             Officer)