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): June 2, 2004

                     PEGASUS SATELLITE COMMUNICATIONS, INC.

               (Exact Name of Registrant as Specified in Charter)


           Delaware                       0-21389               51-0374669
 ----------------------------    ------------------------   -------------------
 (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



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



<PAGE>


Item 5.  Other Events.

     On June 2, 2004, Pegasus Satellite Television, Inc. and certain of its
affiliates received notices from (i) the National Rural Telecommunications
Cooperative ("NRTC") purporting to terminate the exclusive distribution
agreements with NRTC, which provide the exclusive rights to distribute DIRECTV
services in specified rural territories in the United States, and (ii) DIRECTV,
Inc. purporting to terminate the Revised Seamless Consumer Program effective as
of August 31, 2004. Pegasus Satellite Television, Inc. and its affiliates also
received a related cash offer from DIRECTV, Inc. Information regarding the
notices and offer is more fully set forth in the press release dated June 2,
2004 issued by Pegasus Communications Corporation ("Pegasus Communications"),
the parent of Pegasus Satellite Communications, Inc. ("Pegasus Satellite
Communications") which is attached hereto as Exhibit 99.1 and incorporated
herein by reference. A copy of the notices, the agreement of termination between
NRTC and DIRECTV, and the offer agreement are attached hereto as Exhibits 99.2,
99.3, 99.4, and 99.5 respectively, and are incorporated herein by reference.

     Separately, on June 2, 2004, Pegasus Communications announced that its
subsidiaries Pegasus Satellite Television, Inc, Pegasus Satellite
Communications, Pegasus Media & Communications, Inc. and certain of their
subsidiaries filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court, District of Maine in order to
prevent the attempted termination by NRTC and DIRECTV of their agreements for
exclusive distribution of DIRECTV services in Pegasus Satellite Television's
rural territories. The Chapter 11 filing does not include Pegasus Communications
or its direct subsidiaries (other than Pegasus Satellite Communications). These
filings will seek affirmation by the Bankruptcy Court of Pegasus Satellite
Television, Inc.'s valuable rights as well as damages from any actions by NRTC
and DIRECTV to impair those rights and for NRTC's breach of its duties to
Pegasus Satellite Television, Inc., NRTC's majority owner. Pegasus Satellite
Television, Inc. believes the filing will also enable it to continue to provide
uninterrupted service to its 1.1 million rural subscribers during the resolution
of these disputes and to continue to meet its responsibilities to its employees
and business partners in the ordinary course.

     In addition to Pegasus Satellite Communications, Pegasus Satellite
Television, Inc., and Pegasus Media & Communications, Inc., the following
entities also filed voluntary petitions for relief under Chapter 11: Argos
Support Services Company, Bride Communications, Inc., B.T. Satellite, Inc., Carr
Rural TV, Inc., DBS Tele-Venture, Inc., Digital Television Services of Indiana,
LLC, DTS Management, LLC, Golden Sky DBS, Inc., Golden Sky Holdings, Inc.,
Golden Sky Systems, Inc., Henry County MRTV, Inc., HMW, Inc., Pegasus Broadcast
Associates, L.P., Pegasus Broadcast Television, Inc., Pegasus Broadcast Towers,
Inc., Pegasus Satellite Television of Illinois, Inc., Portland Broadcasting,
Inc., Primewatch, Inc., PST Holdings, Inc., South Plains DBS, L.P., Telecast of
Florida, Inc., WDSI License Corp., WILF, Inc., WOLF License Corp., and WTLH
License Corp. Information regarding the bankruptcy filings is more fully set
forth in the press release dated June 2, 2004 issued by Pegasus Communications
which is attached hereto as Exhibit 99.6 and incorporated herein by reference.


<PAGE>

     Also, on June 2, 2004, DIRECTV, Inc. filed a two-count complaint against
Pegasus Communications, Pegasus Satellite Communications, Golden Sky Systems,
Inc., Pegasus Media & Communications, Inc., and Pegasus Satellite Television,
Inc. in the United States District Court, Central District of California. The
first count is for federal trademark infringement based on any use of the
DIRECTV brand name after August 31, 2004, the expiration of a 90-day license
agreement that DIRECTV granted to NRTC to use the DIRECTV name as part of the
purported termination of the agreements described above. The second claim is for
breach of contract and is based upon an alleged failure of the defendants to
fulfill their "best efforts" obligations under Pegasus Satellite Television's
agreements with the NRTC.


Item 7.  Financial Statements and Exhibits.


(a) - (b) Not applicable.

(c) Exhibits:

         Exhibit
Number            Description of Exhibit

99.1              Press Release issued by Pegasus Communications Corporation
                  dated June 2, 2004 (NRTC Termination Notice) (which is
                  incorporated herein by reference to Exhibit 99.1 of Pegasus
                  Communications Corporation's Form 8-K filed June 3, 2004).

99.2              Notice from NRTC dated June 2, 2004 terminating DIRECTV DBS
                  Services (which is incorporated herein by reference to
                  Exhibit 99.2 of Pegasus Communications Corporation's Form
                  8-K filed June 3, 2004).

99.3              Notice from DIRECTV, Inc. dated June 2, 2004 terminating
                  Seamless Consumer Program (which is incorporated herein by
                  reference to Exhibit 99.3 of Pegasus Communications
                  Corporation's Form 8-K filed June 3, 2004).

99.4              Agreement of Termination between NRTC and DIRECTV, Inc.
                  (which is incorporated herein by reference to Exhibit 99.4
                  of Pegasus Communications Corporation's Form 8-K filed June
                  3, 2004).

99.5              Pegasus Offer Agreement dated June 2, 2004 (which is
                  incorporated herein by reference to Exhibit 99.5 of Pegasus
                  Communications Corporation's Form 8-K filed June 3, 2004).

99.6              Press Release issued by Pegasus Communications Corporation
                  dated June 2, 2004 (Chapter 11 Filing) (which is incorporated
                  herein by reference to Exhibit 99.6 of Pegasus Communications
                  Corporation's Form 8-K filed June 3, 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 SATELLITE COMMUNICATIONS, INC.


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


June 3, 2004


<PAGE>


                                  EXHIBIT INDEX

Exhibit No.       Description

99.1              Press Release issued by Pegasus Communications Corporation
                  dated June 2, 2004 (NRTC Termination Notice) (which is
                  incorporated herein by reference to Exhibit 99.1 of Pegasus
                  Communications Corporation's Form 8-K filed June 3, 2004).

99.2              Notice from NRTC dated June 2, 2004 terminating DIRECTV DBS
                  Services (which is incorporated herein by reference to
                  Exhibit 99.2 of Pegasus Communications Corporation's Form
                  8-K filed June 3, 2004).

99.3              Notice from DIRECTV, Inc. dated June 2, 2004 terminating
                  Seamless Consumer Program (which is incorporated herein by
                  reference to Exhibit 99.3 of Pegasus Communications
                  Corporation's Form 8-K filed June 3, 2004).

99.4              Agreement of Termination between NRTC and DIRECTV, Inc.
                  (which is incorporated herein by reference to Exhibit 99.4
                  of Pegasus Communications Corporation's Form 8-K filed June
                  3, 2004).

99.6              Pegasus Offer Agreement dated June 2, 2004 (which is
                  incorporated herein by reference to Exhibit 99.5 of Pegasus
                  Communications Corporation's Form 8-K filed June 3, 2004).

99.6              Press Release issued by Pegasus Communications Corporation
                  dated June 2, 2004 (Chapter 11 Filing) (which is
                  incorporated herein by reference to Exhibit 99.6 of Pegasus
                  Communications Corporation's Form 8-K filed June 3, 2004).
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{"company-data": {"conformed-name": "PEGASUS SATELLITE COMMUNICATIONS INC", "cik": "0001015629", "assigned-sic": "4833", "irs-number": "510374669", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21389", "film-number": "04847165"}, "business-address": {"street1": "225 CITY LINE AVE", "street2": "SUITE 200", "city": "BALA CYNWYD", "state": "PA", "zip": "19004", "phone": "8884387488"}, "mail-address": {"street1": "225 CITY LINE AVE", "street2": "SUITE 200", "city": "BALA CYNWYD", "state": "PA", "zip": "19004"}, "former-company": [{"former-conformed-name": "PEGASUS COMMUNICATIONS CORP", "date-changed": "19960723"}, {"former-conformed-name": "PEGASUS COMMUNICATIONS & MEDIA CORP", "date-changed": "19960530"}]}
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): June 2, 2004

                     PEGASUS SATELLITE COMMUNICATIONS, INC.

               (Exact Name of Registrant as Specified in Charter)

           Delaware                       0-21389               51-0374669
 ----------------------------    ------------------------   -------------------
 (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

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

     On June 2, 2004, Pegasus Satellite Television, Inc. and certain of its
affiliates received notices from (i) the National Rural Telecommunications
Cooperative ("NRTC") purporting to terminate the exclusive distribution
agreements with NRTC, which provide the exclusive rights to distribute DIRECTV
services in specified rural territories in the United States, and (ii) DIRECTV,
Inc. purporting to terminate the Revised Seamless Consumer Program effective as
of August 31, 2004. Pegasus Satellite Television, Inc. and its affiliates also
received a related cash offer from DIRECTV, Inc. Information regarding the
notices and offer is more fully set forth in the press release dated June 2,
2004 issued by Pegasus Communications Corporation ("Pegasus Communications"),
the parent of Pegasus Satellite Communications, Inc. ("Pegasus Satellite
Communications") which is attached hereto as Exhibit 99.1 and incorporated
herein by reference. A copy of the notices, the agreement of termination between
NRTC and DIRECTV, and the offer agreement are attached hereto as Exhibits 99.2,
99.3, 99.4, and 99.5 respectively, and are incorporated herein by reference.

     Separately, on June 2, 2004, Pegasus Communications announced that its
subsidiaries Pegasus Satellite Television, Inc, Pegasus Satellite
Communications, Pegasus Media & Communications, Inc. and certain of their
subsidiaries filed a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court, District of Maine in order to
prevent the attempted termination by NRTC and DIRECTV of their agreements for
exclusive distribution of DIRECTV services in Pegasus Satellite Television's
rural territories. The Chapter 11 filing does not include Pegasus Communications
or its direct subsidiaries (other than Pegasus Satellite Communications). These
filings will seek affirmation by the Bankruptcy Court of Pegasus Satellite
Television, Inc.'s valuable rights as well as damages from any actions by NRTC
and DIRECTV to impair those rights and for NRTC's breach of its duties to
Pegasus Satellite Television, Inc., NRTC's majority owner. Pegasus Satellite
Television, Inc. believes the filing will also enable it to continue to provide
uninterrupted service to its 1.1 million rural subscribers during the resolution
of these disputes and to continue to meet its responsibilities to its employees
and business partners in the ordinary course.

     In addition to Pegasus Satellite Communications, Pegasus Satellite
Television, Inc., and Pegasus Media & Communications, Inc., the following
entities also filed voluntary petitions for relief under Chapter 11: Argos
Support Services Company, Bride Communications, Inc., B.T. Satellite, Inc., Carr
Rural TV, Inc., DBS Tele-Venture, Inc., Digital Television Services of Indiana,
LLC, DTS Management, LLC, Golden Sky DBS, Inc., Golden Sky Holdings, Inc.,
Golden Sky Systems, Inc., Henry County MRTV, Inc., HMW, Inc., Pegasus Broadcast
Associates, L.P., Pegasus Broadcast Television, Inc., Pegasus Broadcast Towers,
Inc., Pegasus Satellite Television of Illinois, Inc., Portland Broadcasting,
Inc., Primewatch, Inc., PST Holdings, Inc., South Plains DBS, L.P., Telecast of
Florida, Inc., WDSI License Corp., WILF, Inc., WOLF License Corp., and WTLH
License Corp. Information regarding the bankruptcy filings is more fully set
forth in the press release dated June 2, 2004 issued by Pegasus Communications
which is attached hereto as Exhibit 99.6 and incorporated herein by reference.
Also, on June 2, 2004, DIRECTV, Inc. filed a two-count complaint against
Pegasus Communications, Pegasus Satellite Communications, Golden Sky Systems,
Inc., Pegasus Media & Communications, Inc., and Pegasus Satellite Television,
Inc. in the United States District Court, Central District of California. The
first count is for federal trademark infringement based on any use of the
DIRECTV brand name after August 31, 2004, the expiration of a 90-day license
agreement that DIRECTV granted to NRTC to use the DIRECTV name as part of the
purported termination of the agreements described above. The second claim is for
breach of contract and is based upon an alleged failure of the defendants to
fulfill their "best efforts" obligations under Pegasus Satellite Television's
agreements with the NRTC.

Item 7.  Financial Statements and Exhibits.

(a) - (b) Not applicable.

(c) Exhibits:

         Exhibit
Number            Description of Exhibit

99.1              Press Release issued by Pegasus Communications Corporation
                  dated June 2, 2004 (NRTC Termination Notice) (which is
                  incorporated herein by reference to Exhibit 99.1 of Pegasus
                  Communications Corporation's Form 8-K filed June 3, 2004).

99.2              Notice from NRTC dated June 2, 2004 terminating DIRECTV DBS
                  Services (which is incorporated herein by reference to
                  Exhibit 99.2 of Pegasus Communications Corporation's Form
                  8-K filed June 3, 2004).

99.3              Notice from DIRECTV, Inc. dated June 2, 2004 terminating
                  Seamless Consumer Program (which is incorporated herein by
                  reference to Exhibit 99.3 of Pegasus Communications
                  Corporation's Form 8-K filed June 3, 2004).

99.4              Agreement of Termination between NRTC and DIRECTV, Inc.
                  (which is incorporated herein by reference to Exhibit 99.4
                  of Pegasus Communications Corporation's Form 8-K filed June
                  3, 2004).

99.5              Pegasus Offer Agreement dated June 2, 2004 (which is
                  incorporated herein by reference to Exhibit 99.5 of Pegasus
                  Communications Corporation's Form 8-K filed June 3, 2004).

99.6              Press Release issued by Pegasus Communications Corporation
                  dated June 2, 2004 (Chapter 11 Filing) (which is incorporated
                  herein by reference to Exhibit 99.6 of Pegasus Communications
                  Corporation's Form 8-K filed June 3, 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 SATELLITE COMMUNICATIONS, INC.

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

June 3, 2004
EXHIBIT INDEX

Exhibit No.       Description

99.1              Press Release issued by Pegasus Communications Corporation
                  dated June 2, 2004 (NRTC Termination Notice) (which is
                  incorporated herein by reference to Exhibit 99.1 of Pegasus
                  Communications Corporation's Form 8-K filed June 3, 2004).

99.2              Notice from NRTC dated June 2, 2004 terminating DIRECTV DBS
                  Services (which is incorporated herein by reference to
                  Exhibit 99.2 of Pegasus Communications Corporation's Form
                  8-K filed June 3, 2004).

99.3              Notice from DIRECTV, Inc. dated June 2, 2004 terminating
                  Seamless Consumer Program (which is incorporated herein by
                  reference to Exhibit 99.3 of Pegasus Communications
                  Corporation's Form 8-K filed June 3, 2004).

99.4              Agreement of Termination between NRTC and DIRECTV, Inc.
                  (which is incorporated herein by reference to Exhibit 99.4
                  of Pegasus Communications Corporation's Form 8-K filed June
                  3, 2004).

99.6              Pegasus Offer Agreement dated June 2, 2004 (which is
                  incorporated herein by reference to Exhibit 99.5 of Pegasus
                  Communications Corporation's Form 8-K filed June 3, 2004).

99.6              Press Release issued by Pegasus Communications Corporation
                  dated June 2, 2004 (Chapter 11 Filing) (which is
                  incorporated herein by reference to Exhibit 99.6 of Pegasus
                  Communications Corporation's Form 8-K filed June 3, 2004).