SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                ----------------

                                  SCHEDULE 13D
                                 (Rule 13d-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                                (Amendment No. 1)

                          Skyterra Communications, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                               Voting Common Stock
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    83087K107
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                  Joel Piassick
                         555 Madison Avenue, 16th Floor
                            New York, New York 10022
--------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                 March 14, 2006
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of This Statement)

     If the filing  person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check  the
following box [ ].

          Note:  Schedules filed in paper format shall include a signed original
     and five copies of the schedule, including all exhibits. See Rule 13d-7 for
     other parties to whom copies are to be sent.

----------
(1)  The  remainder  of this  cover  page  shall be filled  out for a  reporting
     person's  initial  filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing  information which
     would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).




CUSIP No. 83087K107
           ---------------------

1.  NAME OF REPORTING PERSONS

    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Harbinger Capital Partners Master Fund I, Ltd.

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a) [_]
                                                                 (b) [x]
3.  SEC USE ONLY



4.  SOURCE OF FUNDS*

    WC

5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
    2(d) OR 2(e)                                                     [_]

6.  CITIZENSHIP OR PLACE OF ORGANIZATION

    Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.  SOLE VOTING POWER

    0

8.  SHARED VOTING POWER

    2,052,495

9.  SOLE DISPOSITIVE POWER

    0

10. SHARED DISPOSITIVE POWER

    2,052,495

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,052,495

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    23.2%

14. TYPE OF REPORTING PERSON*

    CO


CUSIP No. 83087K107
           ---------------------

1.  NAME OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Harbinger Capital Partners Offshore Manager, L.L.C.

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a) [_]
                                                                 (b) [x]
3.  SEC USE ONLY



4.  SOURCE OF FUNDS*

    AF

5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
    TO ITEMS 2(d) OR 2(e)                                            [_]

6.  CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.  SOLE VOTING POWER

    0

8.  SHARED VOTING POWER

    2,052,495

9.  SOLE DISPOSITIVE POWER

    0

10. SHARED DISPOSITIVE POWER

    2,052,495

11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

   2,052,495

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    23.2%

14. TYPE OF REPORTING PERSON*

   CO




CUSIP No. 83087K107
           ---------------------

1.  NAME OF REPORTING PERSONS

    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

HMC Investors, L.L.C.

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a) [_]
                                                                 (b) [x]
3.  SEC USE ONLY



4.  SOURCE OF FUNDS*

    AF

5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
    TO ITEMS 2(d) OR 2(e)                                            [_]

6.  CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.  SOLE VOTING POWER

    0

8.  SHARED VOTING POWER

    2,117,800

9.  SOLE DISPOSITIVE POWER

    0

10. SHARED DISPOSITIVE POWER

    2,117,800

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,117,800

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    23.9%

14. TYPE OF REPORTING PERSON*

    CO




CUSIP No. 83087K107
           ---------------------

1.  NAME OF REPORTING PERSONS

    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Philip Falcone

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a) [_]
                                                                 (b) [x]
3.  SEC USE ONLY



4.  SOURCE OF FUNDS*

    AF

5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
    TO ITEMS 2(d) OR 2(e)                                             [_]

6.  CITIZENSHIP OR PLACE OF ORGANIZATION

    U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.  SOLE VOTING POWER

    0

8.  SHARED VOTING POWER

    2,117,800

9.  SOLE DISPOSITIVE POWER

    0

10 .SHARED DISPOSITIVE POWER

    2,117,800

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,117,800

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    23.9%

14. TYPE OF REPORTING PERSON*

    IN




CUSIP No. 83087K107
           ---------------------

1.  NAME OF REPORTING PERSONS

    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Raymond J. Harbert

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a) [_]
                                                                 (b) [x]
3.  SEC USE ONLY



4.  SOURCE OF FUNDS*

    AF

5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
    TO ITEMS 2(d) OR 2(e)                                            [_]

6.  CITIZENSHIP OR PLACE OF ORGANIZATION

    U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.  SOLE VOTING POWER

    0

8.  SHARED VOTING POWER

    2,117,800

9.  SOLE DISPOSITIVE POWER

    0

10. SHARED DISPOSITIVE POWER

    2,117,800

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,117,800

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    23.9%

14. TYPE OF REPORTING PERSON*

    IN




CUSIP No. 83087K107
           ---------------------

1. NAME OF REPORTING PERSONS

    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

    Michael D. Luce

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a) [_]
                                                                 (b) [x]
3.  SEC USE ONLY



4.  SOURCE OF FUNDS*

    AF

5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
    TO ITEMS 2(d) OR 2(e)                                            [_]

6.  CITIZENSHIP OR PLACE OF ORGANIZATION

    U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7.  SOLE VOTING POWER

    0

8.  SHARED VOTING POWER

    2,117,800

9.  SOLE DISPOSITIVE POWER

    0

10. SHARED DISPOSITIVE POWER

    2,117,800

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    2,117,800

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    23.9%

14. TYPE OF REPORTING PERSON*

    IN




CUSIP No. 83087K107
            ---------------------

--------------------------------------------------------------------------------
Item 1.  Security and Issuer.

     Skyterra  Communications,  Inc.  (the  "Issuer"),  Voting Common Stock (the
"Shares")

     The address of the issuer is 19 West 44th Street, Suite 507, New York, New
York 10036.
--------------------------------------------------------------------------------
Item 2.  Identity and Background.

(a-c,f) This Schedule 13D is being filed by Harbinger  Capital  Partners  Master
Fund I, Ltd. (the "Master Fund"),  Harbinger  Capital Partners Offshore Manager,
L.L.C., ("HMC Management"),  the sole investment manager of the Master Fund, HMC
Investors,  L.L.C.,  ("HMC  Investors")  the managing  member of HMC Management,
Philip Falcone,  a member of HMC Management who acts as the portfolio manager of
the Master  Fund on behalf of HMC  Management  and is the  portfolio  manager of
Alpha US Sub  Fund VI,  LLC  ("Alpha"),  Raymond  J.  Harbert,  a member  of HMC
Investors,  and Michael D. Luce, a member of HMC  Investors  (each of the Master
Fund, HMC  Management,  HMC Investors,  Philip  Falcone,  Raymond J. Harbert and
Michael  D.  Luce  may  be  referred  to  herein  as a  "Reporting  Person"  and
collectively may be referred to as "Reporting Persons").

The Master Fund is a Cayman  Islands  corporation  with its  principal  business
address at c/o  International  Fund  Services  (Ireland)  Limited,  Third Floor,
Bishop's Square,  Redmond's Hill, Dublin 2, Ireland.  Each of HMC Management and
HMC Investors is a Delaware limited liability  company.  Each of Philip Falcone,
Raymond J. Harbert and Michael D. Luce is a United States citizen. The principal
business address for each of HMC Management,  HMC Investors,  Raymond J. Harbert
and Michael D. Luce is One Riverchase Parkway South, Birmingham,  Alabama 35244.
The principal  business  address for Philip Falcone is 555 Madison Avenue,  16th
Floor, New York, New York 10022.  Alpha is a Delaware limited liability company.
Alpha is a separately managed account.

     (d) None of Philip  Falcone,  Raymond  J.  Harbert  or Michael D. Luce has,
during the last five years, been convicted in a criminal  proceeding  (excluding
traffic violations or similar misdemeanors).

     (e) None of the Reporting  Persons have, during the last five years, been a
party to a civil  proceeding of a judicial or  administrative  body of competent
jurisdiction  and as a  result  of  such  proceeding  were or are  subject  to a
judgement,  decree or final order enjoining future violations of, or prohibiting
or mandating  activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.

--------------------------------------------------------------------------------
Item 3.  Source and Amount of Funds or Other Consideration.

As of the  date  hereof  the  Master  Fund may be  deemed  to  beneficially  own
2,052,495 Shares.

As of the date hereof HMC Management may be deemed to beneficially own 2,052,495
Shares.

As of the date hereof HMC Investors may be deemed to beneficially own 2,117,800
Shares.

As of the date hereof Philip Falcone may be deemed to beneficially own 2,117,800
Shares.

As of the date  hereof  Raymond J.  Harbert  may be deemed to  beneficially  own
2,117,800 Shares.

As of the  date  hereof  Michael  D.  Luce may be  deemed  to  beneficially  own
2,117,800 Shares.

No borrowed  funds were used to purchase  the  Shares,  other than any  borrowed
funds used for working  capital  purposes in the  ordinary  course of  business.
--------------------------------------------------------------------------------
Item 4. Purpose of Transaction.

The Shares held by the  Reporting  Persons were acquired for, and are being held
for,  investment  purposes only. The acquisitions of the Shares were made in the
ordinary course of the Reporting Persons' business or investment activities,  as
the case may be.

The Reporting Persons have no plan or proposal which relates to, or would result
in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D.

--------------------------------------------------------------------------------
Item 5.  Interest in Securities of the Issuer.

(a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial
owner of 2,052,495 Shares, constituting 23.2% of the Shares of the Issuer, based
upon 8,846,047 Shares outstanding as of the date of this filing.

     The Master  Fund has the sole power to vote or direct the vote of 0 Shares;
has the shared  power to vote or direct the vote of 2,052,495  Shares;  has sole
power to dispose or direct the disposition of 0 Shares;  and has shared power to
dispose or direct the disposition of 2,052,495 Shares.

(a, b) As of the date hereof,  HMC Management may be deemed to be the beneficial
owner of 2,052,495 Shares, constituting 23.2% of the Shares of the Issuer, based
upon 8,846,047 Shares outstanding as of the date of this filing.

     HMC  Management  has the sole power to vote or direct the vote of 0 Shares;
has the shared  power to vote or direct the vote of 2,052,495  Shares;  has sole
power to dispose or direct the disposition of 0 Shares;  and has shared power to
dispose or direct the disposition of 2,052,495 Shares.

HMC  Management  specifically  disclaims  beneficial  ownership  in  the  Shares
reported herein except to the extent of its pecuniary interest therein.

(a, b) As of the date hereof,  HMC Investors may be deemed to be the  beneficial
owner of 2,117,800 Shares, constituting 23.9% of the Shares of the Issuer, based
upon 8,846,047 Shares outstanding as of the date of this filing.

     HMC  Investors  has the sole  power to vote or direct the vote of 0 Shares;
has the shared  power to vote or direct the vote of 2,117,800  Shares;  has sole
power to dispose or direct the disposition of 0 Shares;  and has shared power to
dispose or direct the disposition of 2,117,800 Shares.

HMC Investors specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of its pecuniary interest therein.

(a, b) As of the date hereof,  Philip Falcone may be deemed to be the beneficial
owner of 2,117,800 Shares, constituting 23.9% of the Shares of the Issuer, based
upon 8,846,047 Shares outstanding as of the date of this filing.

     Mr. Falcone has the sole power to vote or direct the vote of 0 Shares;  has
the shared power to vote or direct the vote of 2,117,800 Shares;  has sole power
to dispose  or direct  the  disposition  of 0 Shares;  and has  shared  power to
dispose or direct the disposition of 2,117,800 Shares.

Mr. Falcone  specifically  disclaims beneficial ownership in the Shares reported
herein except to the extent of his pecuniary interest therein.

(a,  b) As of the date  hereof,  Raymond  J.  Harbert  may be  deemed  to be the
beneficial owner of 2,117,800  Shares,  constituting  23.9% of the Shares of the
Issuer, based upon 8,846,047 Shares outstanding as of the date of this filing.

     Mr. Harbert has the sole power to vote or direct the vote of 0 Shares;  has
the shared power to vote or direct the vote of 2,117,800 Shares;  has sole power
to dispose  or direct  the  disposition  of 0 Shares;  and has  shared  power to
dispose or direct the disposition of 2,117,800 Shares.

Mr. Harbert  specifically  disclaims beneficial ownership in the Shares reported
herein except to the extent of his pecuniary interest therein.

(a, b) As of the date hereof, Michael D. Luce may be deemed to be the beneficial
owner of 2,117,800 Shares, constituting 23.9% of the Shares of the Issuer, based
upon 8,846,047 Shares outstanding as of the date of this filing.

     Mr. Luce has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 2,117,800  Shares;  has sole power to
dispose or direct the  disposition of 0 Shares;  and has shared power to dispose
or direct the disposition of 2,117,800 Shares.

Mr. Luce  specifically  disclaims  beneficial  ownership in the Shares  reported
herein except to the extent of his pecuniary interest therein.

(c) The trading dates,  number of Shares  purchased and sold and price per share
for all  transactions  in the Shares by the  Reporting  Persons are set forth in
Exhibit B.

--------------------------------------------------------------------------------
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect
         to Securities of the Issuer.

         N/A.







--------------------------------------------------------------------------------
Item 7.  Material to be Filed as Exhibits.

Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares of the Issuer








--------------------------------------------------------------------------------


                                    SIGNATURE


     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

Harbinger Capital Partners Master Fund I, Ltd.
By: Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member

By: /s/ Joel B. Piassick
------------------------

Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member

By: /s/ Joel B. Piassick
------------------------

HMC Investors, L.L.C.

By: /s/ Joel B. Piassick
------------------------


/s/ Philip Falcone
---------------------
Philip Falcone

/s/ Raymond J. Harbert
---------------------
Raymond J. Harbert

/s/ Michael D. Luce
---------------------
Michael D. Luce

March 28, 2006



Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).






                                                                       Exhibit A


                                    AGREEMENT

The  undersigned  agree that this  Schedule 13D dated March 28, 2006 relating to
the Voting  Common  Stock of  Skyterra  Communications,  Inc.  shall be filed on
behalf of the undersigned.


Harbinger Capital Partners Master Fund I, Ltd.
By: Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member

By: /s/ Joel B. Piassick
-------------------------

Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member

By: /s/ Joel B. Piassick
-------------------------

HMC Investors, L.L.C.

By: /s/ Joel B. Piassick
-------------------------


/s/ Philip Falcone
---------------------
Philip Falcone

/s/ Raymond J. Harbert
---------------------
Raymond J. Harbert

/s/ Michael D. Luce
---------------------
Michael D. Luce

March 28, 2006







                                                                      Exhibit B

                     Transactions in the Voting Common Stock


         TRANSACTIONS BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.

   Date of               Number of Shares                    Price per Share
 Transaction             Purchase/(Sold)
   3/14/06                   100,000                              20.78
   3/15/06                    70,300                              20.78












SK 03773 0003 656469