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): October 28, 2004

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

                       PEGASUS COMMMUNICATIONS 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
                   Bala Cynwyd, Pennsylvania                     19004
            (Address of Principal Executive Offices)           (Zip Code)


     Registrant's Telephone Number, Including Area Code:     (800) 376-0022


                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))


<PAGE>




Item 1.02.        Termination of a Material Definitive Agreement

         On October 28, 2004, we entered into an agreement with Marshall W.
Pagon, our chief executive officer, and an insurance trust established by him,
terminating a split-dollar agreement between us and the insurance trust
originally entered into in December 2001.


         The 2001 split-dollar agreement was an element of Mr. Pagon's
compensation package. It provided that we make premium payments on two life
insurance policies owned by the insurance trust, and that the trust reimburse us
for those payments in the future, principally from proceeds received from the
death benefit under the policies or from the cash accumulation from the
policies.


         The Sarbanes-Oxley Act of 2002 prohibits us from extending credit in
the nature of a personal loan to or for the benefit of any of our executive
officers. There is a question whether our payment of the premiums under the
split-dollar agreement would violate this prohibition. Accordingly, we have not
made any premium payments since the enactment of the Sarbanes-Oxley Act, and
have sought to resolve with Mr. Pagon and the insurance trust the issue of how
we could honor our obligations under the split-dollar agreement without raising
substantial questions whether doing so would violate the law.


         After extensive discussions between Mr. Pagon and certain of the
independent members of our board of directors, and consideration of how other
public companies have dealt with split-dollar agreements after the adoption of
the Sarbanes-Oxley Act, we have entered into the termination agreement. It
provides for the termination of all future obligations of us and the trust under
the 2001 split-dollar agreement in exchange for a $2,261,021 cash payment to Mr.
Pagon. The payment was calculated by determining the net present value of
payments we were required to make under the 2001 agreement, and subtracting the
net present value of the repayments the trust would have been required to make
to us. This net amount was then increased to reflect the fact that the payment
will be taxable compensation to Mr. Pagon, while our payments under the original
split-dollar agreement were not.


         The terms of the termination agreement were unanimously approved by the
independent members of our board of directors. A copy of the agreement
terminating the split-dollar agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.

         The termination of the 2001 split-dollar agreement does not affect a
separate split-dollar agreement entered into in 1996 between our subsidiary,
Pegasus Satellite Communications, Inc., and another insurance trust established
by Mr. Pagon. Pegasus Satellite Communications has also not made payments under
that agreement since the Sarbanes-Oxley Act was enacted in 2002. Pegasus
Satellite Communications is the subject of a previously reported bankruptcy
proceeding commenced in June 2004. Pegasus Communications Corporation has no
obligation under the 1996 agreement.

Item 9.01         Financial Statements and Exhibits.

(a)      Financial Statements of Businesses Acquired.

         Not applicable.


                                       2
<PAGE>


(b)      Pro Forma Financial Information.

         Not applicable.

(c)      Exhibits.

Exhibit
Number   Description of Exhibit

10.1     Agreement Terminating Split Dollar Agreement, dated October 28, 2004
         (Exhibits to the agreement have been omitted but will be furnished to
         the SEC upon request)


                                       3
<PAGE>


                                   SIGNATURES

         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 thereunto duly authorized.


                            PEGASUS COMMUNICATIONS CORPORATION


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


Date:  November 3, 2004


                                       4
<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number   Description of Exhibit

10.1     Agreement Terminating Split Dollar Agreement, dated October 28, 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": "041117078"}, "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): October 28, 2004

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

                       PEGASUS COMMMUNICATIONS 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
                   Bala Cynwyd, Pennsylvania                     19004
            (Address of Principal Executive Offices)           (Zip Code)

     Registrant's Telephone Number, Including Area Code:     (800) 376-0022

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.02.        Termination of a Material Definitive Agreement

         On October 28, 2004, we entered into an agreement with Marshall W.
Pagon, our chief executive officer, and an insurance trust established by him,
terminating a split-dollar agreement between us and the insurance trust
originally entered into in December 2001.

         The 2001 split-dollar agreement was an element of Mr. Pagon's
compensation package. It provided that we make premium payments on two life
insurance policies owned by the insurance trust, and that the trust reimburse us
for those payments in the future, principally from proceeds received from the
death benefit under the policies or from the cash accumulation from the
policies.

         The Sarbanes-Oxley Act of 2002 prohibits us from extending credit in
the nature of a personal loan to or for the benefit of any of our executive
officers. There is a question whether our payment of the premiums under the
split-dollar agreement would violate this prohibition. Accordingly, we have not
made any premium payments since the enactment of the Sarbanes-Oxley Act, and
have sought to resolve with Mr. Pagon and the insurance trust the issue of how
we could honor our obligations under the split-dollar agreement without raising
substantial questions whether doing so would violate the law.

         After extensive discussions between Mr. Pagon and certain of the
independent members of our board of directors, and consideration of how other
public companies have dealt with split-dollar agreements after the adoption of
the Sarbanes-Oxley Act, we have entered into the termination agreement. It
provides for the termination of all future obligations of us and the trust under
the 2001 split-dollar agreement in exchange for a $2,261,021 cash payment to Mr.
Pagon. The payment was calculated by determining the net present value of
payments we were required to make under the 2001 agreement, and subtracting the
net present value of the repayments the trust would have been required to make
to us. This net amount was then increased to reflect the fact that the payment
will be taxable compensation to Mr. Pagon, while our payments under the original
split-dollar agreement were not.

         The terms of the termination agreement were unanimously approved by the
independent members of our board of directors. A copy of the agreement
terminating the split-dollar agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.

         The termination of the 2001 split-dollar agreement does not affect a
separate split-dollar agreement entered into in 1996 between our subsidiary,
Pegasus Satellite Communications, Inc., and another insurance trust established
by Mr. Pagon. Pegasus Satellite Communications has also not made payments under
that agreement since the Sarbanes-Oxley Act was enacted in 2002. Pegasus
Satellite Communications is the subject of a previously reported bankruptcy
proceeding commenced in June 2004. Pegasus Communications Corporation has no
obligation under the 1996 agreement.

Item 9.01         Financial Statements and Exhibits.

(a)      Financial Statements of Businesses Acquired.

         Not applicable.

                                       2
(b)      Pro Forma Financial Information.

         Not applicable.

(c)      Exhibits.

Exhibit
Number   Description of Exhibit

10.1     Agreement Terminating Split Dollar Agreement, dated October 28, 2004
         (Exhibits to the agreement have been omitted but will be furnished to
         the SEC upon request)

                                       3
SIGNATURES

         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 thereunto duly authorized.

                            PEGASUS COMMUNICATIONS CORPORATION

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

Date:  November 3, 2004

                                       4
EXHIBIT INDEX

Exhibit
Number   Description of Exhibit

10.1     Agreement Terminating Split Dollar Agreement, dated October 28, 2004.