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:  August 16, 2004            By:  /s/ CRAIG J. KAUFMANN
                                       ---------------------------------------
                                        Craig J. Kaufmann
                                        Controller and Treasurer
                                        (Principal Accounting Officer)