SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported): May 12, 2004

                       PEGASUS COMMUNICATIONS CORPORATION

               (Exact Name of Registrant as Specified in Charter)


           Delaware                       0-32383                 23-3070336
-------------------------------  ------------------------    -----------------
 (State or Other Jurisdiction    (Commission File Number)    IRS Employer
       of Incorporation)                                     Identification No.)


      c/o Pegasus Communications Management Company, 225 City Line Avenue,
                   Suite 200, Bala Cynwyd, Pennsylvania 19004

               (Address of Principal Executive Offices) (Zip Code)



        Registrant's telephone number, including area code: 800-376-0022

                                       N/A

          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>



Item 5.               Other Events.
                      ------------

            On May 13, 2004, Pegasus Communications Corporation ("Pegasus")
issued two press releases, which are attached hereto as Exhibits 99.1 and 99.2
and incorporated herein by reference, announcing that on May 12, 2004, the
United States District Court for the Central District of California had entered
an order dismissing DIRECTV's claims against Pegasus Satellite Television, Inc.,
a subsidiary of Pegasus. The District Court also dismissed Pegasus' claims
against DIRECTV thereby terminating further proceedings between DIRECTV and
Pegasus before the District Court. A copy of the order entered by the District
Court on May 12, 2004 is attached hereto as Exhibit 99.3 and incorporated herein
by reference.

Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.
             ------------------------------------------------------------------

             (c) Exhibits.

                      99.1     Press release dated May 13, 2004.

                      99.2     Press release dated May 13, 2004.

                      99.3     Order of the United States District Court for the
                               Central District of California, entered on
                               May 12, 2004.





<PAGE>


                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                           PEGASUS COMMUNICATIONS CORPORATION


                                  By    /s/ Scott A. Blank
                                    ------------------------------------------
                                           Scott A. Blank,
                                           Senior Vice President


May 17, 2004



<PAGE>


                          EXHIBIT INDEX

Exhibit No.        Description

99.1               Press release dated May 13, 2004.

99.2               Press release dated May 13, 2004.

99.3               Order of the United States District Court for the Central
                   District of California, entered on May 12, 2004.
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{"company-data": {"conformed-name": "PEGASUS COMMUNICATIONS CORP /", "cik": "0001135338", "assigned-sic": "4833", "irs-number": "233070336", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-32383", "film-number": "04809478"}, "business-address": {"street1": "225 CITY LINE AVE", "street2": "STE 200", "city": "BALA CYNWYD", "state": "PA", "zip": "19004", "phone": "8884387488"}, "mail-address": {"street1": "225 CITY LINE AVE", "street2": "STE 200", "city": "BALA CYNWYD", "state": "PA", "zip": "19004"}, "former-company": {"former-conformed-name": "PEGASUS HOLDINGS CORP I", "date-changed": "20010221"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): May 12, 2004

                       PEGASUS COMMUNICATIONS CORPORATION

               (Exact Name of Registrant as Specified in Charter)

           Delaware                       0-32383                 23-3070336
-------------------------------  ------------------------    -----------------
 (State or Other Jurisdiction    (Commission File Number)    IRS Employer
       of Incorporation)                                     Identification No.)

      c/o Pegasus Communications Management Company, 225 City Line Avenue,
                   Suite 200, Bala Cynwyd, Pennsylvania 19004

               (Address of Principal Executive Offices) (Zip Code)

        Registrant's telephone number, including area code: 800-376-0022

                                       N/A

          (Former Name or Former Address, if Changed Since Last Report)
Item 5.               Other Events.
                      ------------

            On May 13, 2004, Pegasus Communications Corporation ("Pegasus")
issued two press releases, which are attached hereto as Exhibits 99.1 and 99.2
and incorporated herein by reference, announcing that on May 12, 2004, the
United States District Court for the Central District of California had entered
an order dismissing DIRECTV's claims against Pegasus Satellite Television, Inc.,
a subsidiary of Pegasus. The District Court also dismissed Pegasus' claims
against DIRECTV thereby terminating further proceedings between DIRECTV and
Pegasus before the District Court. A copy of the order entered by the District
Court on May 12, 2004 is attached hereto as Exhibit 99.3 and incorporated herein
by reference.

Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.
             ------------------------------------------------------------------

             (c) Exhibits.

                      99.1     Press release dated May 13, 2004.

                      99.2     Press release dated May 13, 2004.

                      99.3     Order of the United States District Court for the
                               Central District of California, entered on
                               May 12, 2004.
SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                           PEGASUS COMMUNICATIONS CORPORATION

                                  By    /s/ Scott A. Blank
                                    ------------------------------------------
                                           Scott A. Blank,
                                           Senior Vice President

May 17, 2004
EXHIBIT INDEX

Exhibit No.        Description

99.1               Press release dated May 13, 2004.

99.2               Press release dated May 13, 2004.

99.3               Order of the United States District Court for the Central
                   District of California, entered on May 12, 2004.