UNITED STATES
                       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): February 3, 2004

                       PEGASUS COMMUNICATIONS CORPORATION
               (Exact Name of Registrant as Specified in Charter)

            Delaware                    0-32383            23-3070336
   ----------------------------    ----------------    ------------------
   (State or Other Jurisdiction    (Commission File      (IRS Employer
        of Incorporation)               Number)        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

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


<PAGE>

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

     On February  3, 2004,  Pegasus  Satellite  Communications,  Inc.  ("Pegasus
Satellite"), a subsidiary of Pegasus Communications Corporation (the "Company"),
announced that it intends to offer $100 million of its senior notes.  The senior
notes will not be registered  under the Securities Act and may not be offered or
sold in the United States absent  registration  or an applicable  exemption from
the  registration  requirements,  as more fully  described in the press  release
attached and incorporated by reference as Exhibit 99.1.

     Pegasus  Satellite  is in the process of seeking an amendment to the credit
facility of its subsidiary, Pegasus Media & Communications,  Inc. ("PM&C"), that
would permit it to obtain a new senior  secured term loan.  The amendment  would
permit  Pegasus  Satellite and PM&C to have a total of $650.0  million of senior
secured  debt.  Pegasus  Satellite  cannot  provide  assurance  that  it will be
successful in obtaining the proposed amendment from the PM&C lenders.

     In  January  2004,  the  Company  agreed  with the  holder of its  Series D
preferred  stock to exchange all of that  preferred  stock,  with a  liquidation
preference of $12.5 million, into the Company's Series C preferred stock, with a
liquidation  preference  of $12.5  million.  The  Series D  preferred  stock was
privately held; the Series C preferred stock is publicly traded.

     In  December  2003,  PM&C  established  a $20.0  million  revolving  credit
facility,  maturing  July 2006.  The facility is secured by a parity lien on the
collateral that secures the PM&C term loans.

                              Cautionary Statement

     This report contains "forward-looking  statements," as that term is used in
federal  securities laws, about the financial  condition,  results of operations
and businesses of our company and our subsidiaries.  These statements may differ
materially  from actual  future  events or results.  Readers are referred to the
documents filed by us with the SEC,  specifically  the most recent reports which
identify  important  risk factors that could cause actual results to differ from
those contained in the forward-looking statements, including but not limited to:
catastrophic events, including acts of terrorism;  relationships with and events
affecting   third   parties  like   DIRECTV,   Inc.   and  the  National   Rural
Telecommunications Cooperative; litigation with DIRECTV, Inc.; the recent change
of  control  of  DIRECTV,   Inc.;   demographic  changes;   existing  government
regulations,  and  changes  in,  or  the  failure  to  comply  with,  government
regulations;  competition,  including our ability to offer local  programming in
our direct broadcast  satellite markets;  the loss of any significant numbers of
subscribers or viewers;  changes in business strategy or development  plans; the
cost  of  pursuing  new  business  initiatives;   an  expansion  of  land  based
communications  systems;   technological   developments  and  difficulties;   an
inability  to obtain  intellectual  property  licenses  and to avoid  committing
intellectual property infringement;  the ability to attract and retain qualified
personnel; our significant  indebtedness;  the availability and terms of capital
to fund the expansion of our  businesses;  and other factors  referenced in this
report.

     The information  contained in this report  reflects our present  intention,
belief,  or  expectation  and is based upon,  among other  things,  the existing
regulatory environment,  industry conditions,  market conditions and prices, the
economy in general, and our assumptions. We may change our intention, belief, or
expectation,  at any time and  without  notice,  based upon any  changes in such
factors, in our assumptions or otherwise. The cautionary statements contained or
referred  to in  this  report  should  be  considered  in  connection  with  any
subsequent written or oral forward-looking  statements that we or persons acting
on our behalf may issue.

     By  including  any  information  in  this  report,  we do  not  necessarily
acknowledge that disclosure of such information is required by applicable law or
that the information is material.


Item 7. Financial Statements and Exhibits.
        (c) Exhibits.
            99.1 Press release dated February 3, 2004 (whichis incorporated
                 herein by reference to Exhibit 99.1 of Pegasus Satellite
                 Communications, Inc.'s Form 8-K filed February 4, 2004).

            99.2 Press release dated February 3, 2004 (which is incorporated
                 herein by reference to Exhibit 99.2 of Pegasus Satellite
                 Communications, Inc.'s Form 8-K filed February 4, 2004).

Item 12. Results of Operations and Financial Condition.
         ---------------------------------------------

     On February 3, 2004,  Pegasus Satellite  announced  selected fourth quarter
information  as more fully  described in the press release  furnished  hereto as
Exhibit 99.2.



<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 herewith duly authorized.


                                             PEGASUS COMMUNICATIONS CORPORATION


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


February 4, 2004


<PAGE>



                                  EXHIBIT INDEX

Exhibit No.  Description

99.1         Press release dated February 3, 2004 (which is incorporated herein
             by reference to Exhibit 99.1 of Pegasus Satellite Communications,
             Inc.'s Form 8-K filed February 4, 2004).

99.2         Press release dated February 3, 2004 (which is incorporated herein
             by reference to Exhibit 99.2 of Pegasus Satellite Communications,
             Inc.'s Form 8-K filed February 4, 2004).
[{"type": "8-K", "sequence": "1", "filename": "psctenderandselectedresults.txt", "description": "PSC TENDER OFFER AND SELECTED 4Q03 RESULTS", "secsgml_size_bytes": 7479}]
{"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": "04564839"}, "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"}}
UNITED STATES
                       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): February 3, 2004

                       PEGASUS COMMUNICATIONS CORPORATION
               (Exact Name of Registrant as Specified in Charter)

            Delaware                    0-32383            23-3070336
   ----------------------------    ----------------    ------------------
   (State or Other Jurisdiction    (Commission File      (IRS Employer
        of Incorporation)               Number)        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

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

     On February  3, 2004,  Pegasus  Satellite  Communications,  Inc.  ("Pegasus
Satellite"), a subsidiary of Pegasus Communications Corporation (the "Company"),
announced that it intends to offer $100 million of its senior notes.  The senior
notes will not be registered  under the Securities Act and may not be offered or
sold in the United States absent  registration  or an applicable  exemption from
the  registration  requirements,  as more fully  described in the press  release
attached and incorporated by reference as Exhibit 99.1.

     Pegasus  Satellite  is in the process of seeking an amendment to the credit
facility of its subsidiary, Pegasus Media & Communications,  Inc. ("PM&C"), that
would permit it to obtain a new senior  secured term loan.  The amendment  would
permit  Pegasus  Satellite and PM&C to have a total of $650.0  million of senior
secured  debt.  Pegasus  Satellite  cannot  provide  assurance  that  it will be
successful in obtaining the proposed amendment from the PM&C lenders.

     In  January  2004,  the  Company  agreed  with the  holder of its  Series D
preferred  stock to exchange all of that  preferred  stock,  with a  liquidation
preference of $12.5 million, into the Company's Series C preferred stock, with a
liquidation  preference  of $12.5  million.  The  Series D  preferred  stock was
privately held; the Series C preferred stock is publicly traded.

     In  December  2003,  PM&C  established  a $20.0  million  revolving  credit
facility,  maturing  July 2006.  The facility is secured by a parity lien on the
collateral that secures the PM&C term loans.

                              Cautionary Statement

     This report contains "forward-looking  statements," as that term is used in
federal  securities laws, about the financial  condition,  results of operations
and businesses of our company and our subsidiaries.  These statements may differ
materially  from actual  future  events or results.  Readers are referred to the
documents filed by us with the SEC,  specifically  the most recent reports which
identify  important  risk factors that could cause actual results to differ from
those contained in the forward-looking statements, including but not limited to:
catastrophic events, including acts of terrorism;  relationships with and events
affecting   third   parties  like   DIRECTV,   Inc.   and  the  National   Rural
Telecommunications Cooperative; litigation with DIRECTV, Inc.; the recent change
of  control  of  DIRECTV,   Inc.;   demographic  changes;   existing  government
regulations,  and  changes  in,  or  the  failure  to  comply  with,  government
regulations;  competition,  including our ability to offer local  programming in
our direct broadcast  satellite markets;  the loss of any significant numbers of
subscribers or viewers;  changes in business strategy or development  plans; the
cost  of  pursuing  new  business  initiatives;   an  expansion  of  land  based
communications  systems;   technological   developments  and  difficulties;   an
inability  to obtain  intellectual  property  licenses  and to avoid  committing
intellectual property infringement;  the ability to attract and retain qualified
personnel; our significant  indebtedness;  the availability and terms of capital
to fund the expansion of our  businesses;  and other factors  referenced in this
report.

     The information  contained in this report  reflects our present  intention,
belief,  or  expectation  and is based upon,  among other  things,  the existing
regulatory environment,  industry conditions,  market conditions and prices, the
economy in general, and our assumptions. We may change our intention, belief, or
expectation,  at any time and  without  notice,  based upon any  changes in such
factors, in our assumptions or otherwise. The cautionary statements contained or
referred  to in  this  report  should  be  considered  in  connection  with  any
subsequent written or oral forward-looking  statements that we or persons acting
on our behalf may issue.

     By  including  any  information  in  this  report,  we do  not  necessarily
acknowledge that disclosure of such information is required by applicable law or
that the information is material.

Item 7. Financial Statements and Exhibits.
        (c) Exhibits.
            99.1 Press release dated February 3, 2004 (whichis incorporated
                 herein by reference to Exhibit 99.1 of Pegasus Satellite
                 Communications, Inc.'s Form 8-K filed February 4, 2004).

            99.2 Press release dated February 3, 2004 (which is incorporated
                 herein by reference to Exhibit 99.2 of Pegasus Satellite
                 Communications, Inc.'s Form 8-K filed February 4, 2004).

Item 12. Results of Operations and Financial Condition.
         ---------------------------------------------

     On February 3, 2004,  Pegasus Satellite  announced  selected fourth quarter
information  as more fully  described in the press release  furnished  hereto as
Exhibit 99.2.
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 herewith duly authorized.

                                             PEGASUS COMMUNICATIONS CORPORATION

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

February 4, 2004
EXHIBIT INDEX

Exhibit No.  Description

99.1         Press release dated February 3, 2004 (which is incorporated herein
             by reference to Exhibit 99.1 of Pegasus Satellite Communications,
             Inc.'s Form 8-K filed February 4, 2004).

99.2         Press release dated February 3, 2004 (which is incorporated herein
             by reference to Exhibit 99.2 of Pegasus Satellite Communications,
             Inc.'s Form 8-K filed February 4, 2004).