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): September 27, 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 8.01.        Other Events.

     In July, 2004, Pegasus Communications Corporation received an inquiry from
the Nasdaq staff about whether at least 750,000 shares of its Class A common
stock was held by persons other than directors, officers, and ten-percent-or
greater stockholders - one of the requirements for continued listing on the
Nasdaq National Market. In response, Pegasus furnished to the Nasdaq staff
current information relating to the beneficial ownership of the Company's Class
A common stock by its principal stockholders and directors and officers,
demonstrating that it satisfied the 750,000-share requirement. At the Nasdaq
staff's request, the Company is publicly filing the following information.
Although the information below gives effect to the two-for-one stock split
effected on August 26, 2004, the Company was in compliance with the requirement
before the stock split.

     The table set forth below contains information, as of September 13, 2004
(unless otherwise indicated in the notes below), regarding the beneficial
ownership of the Class A common stock and Class B common stock by (a) each
stockholder known to the Company to be the beneficial owner, as defined in Rule
13d-3 under the Securities Exchange Act of 1934, of more than 5% of the Class A
common stock and Class B common stock, based upon the Company's records,
communications with former beneficial owners or the records of the Securities
and Exchange Commission, (b) each director of the Company, (c) the Company's
Chief Executive Officer and the Company's four other most highly compensated
executive officers and (d) the directors and current executive officers of the
Company as a group.

     Each share of Class B common stock is currently convertible at the
discretion of the holders into an equal number of shares of our Class A common
stock. For voting purposes, each share of our Class A common stock has one vote
per share while each share of our Class B common stock has ten (10) votes per
share on all matters on which the Class A and Class B vote together. Each of the
stockholders named below has sole voting power and sole investment power with
respect to the shares indicated as beneficially owned, unless otherwise
indicated. Percentages in the table are calculated on the basis of 10,043,124
shares of Class A common stock outstanding as of September 13, 2004, which
excludes 1,510,208 shares held by the Company's subsidiaries. Unless otherwise
indicated, all share amounts and dollar amounts set forth in the table below
have been adjusted to reflect a two for one stock split effected by the Company
on August 26, 2004.

<PAGE>

<TABLE>
<CAPTION>

                                                       Pegasus Communications            Pegasus Communications
            Name and address of                         Class A Common Stock             Class B Common Stock
              Beneficial Owner                           Beneficially Owned                Beneficially Owned

                                                          Shares             %              Shares          %
<S>                                                     <C>                 <C>           <C>       <C>     <C>
Marshall W. Pagon(1) (2)....................            2,495,136           20.3          1,832,760 (3)     100
Ted S. Lodge (4)............................              316,242            3.1                --           --
Howard E. Verlin (5) .......................              178,352            1.8                --           --
Scott A. Blank (6)..........................              494,116            4.9                --           --
Rory J. Lindgren (7) .......................               94,410             *                 --           --
Robert T. Slezak (8)                                            0             *                 --           --
James J. McEntee, III (9)...................               63,825             *                 --           --
Mary C. Metzger (10)........................              552,898            5.3                --           --
DBS Investors, LLC (11).....................            1,100,000           11.0                --           --
Manulife Financial Corporation  and related                                                     --           --
  entities (12).............................              690,700            6.9                --           --
Atticus Capital, LLC (13)...................              782,306            7.8                --           --
Peninsula Capital Advisors, LLC (14)                    6,880,500           68.5                --           --
Directors and current executive officers as
  a group (15) (consists of 11 persons).....            5,302,379           47.9          1,832,760         100

</TABLE>

_________________________
*    Represents less than 1% of the outstanding shares of Class A common stock
     or less than 1% of the voting power, as applicable.

(1)  The address of this person is c/o Pegasus Communications Management
     Company, 225 City Line Avenue, Suite 200, Bala Cynwyd, Pennsylvania 19004.

(2)  Includes 71,000 shares of Class A common stock owned directly by Pegasus
     PCS Partners, L.P. Mr. Pagon, Pegasus Capital Holdings, LLC, Pegasus
     Communications Portfolio Holdings, Inc. and Pegasus PCS, Inc. are deemed to
     be beneficial owners of the shares. Mr. Pagon is the managing member of BDI
     Associates, LLC, which is the sole stockholder of Pegasus Communications
     Portfolio Holdings, Inc., which, in turn, is the sole stockholder of
     Pegasus PCS, Inc., which is the sole general partner in Pegasus PCS
     Partners, L.P. Mr. Pagon and each of the entities named as beneficial
     owners of the 71,000 shares of Class A common stock disclaim beneficial
     ownership with respect to such shares, except to their respective pecuniary
     interests therein. Also includes the 1,832,760 shares of Class B common
     stock described in note 3 below which are convertible into shares of Class
     A common stock on a one for one basis, 424,362 shares of Class A common
     stock which are issuable upon the exercise of outstanding stock options
     that are vested or become vested within 60 days and 167,014 shares of Class
     A common stock which Mr. Pagon holds directly.

(3)  Pegasus Capital Holdings, LLC holds 600,950 shares of the Class B common
     stock. Mr. Pagon is the managing member of Pegasus Capital Holdings, LLC
     and is deemed to be the beneficial owner of these shares. All of the
     1,231,810 remaining shares of Class B common stock are owned by Pegasus
     Communications Holdings, Inc. and two of its subsidiaries. All the capital
     stock of Pegasus Communications Holdings, Inc. is held by Pegasus
     Communications Limited Partnership. Mr. Pagon controls Pegasus
     Communications Limited Partnership by reason of his ownership of all the
     outstanding voting stock of the sole general partner of a limited
     partnership that is, in turn, the sole general partner in Pegasus
     Communications Limited Partnership. Therefore, Mr. Pagon is the beneficial
     owner of 100% of our Class B common stock with sole voting and investment
     power over all such shares.

(4)  This includes 600 shares of Class A common stock owned by Mr. Lodge's wife,
     of which Mr. Lodge disclaims beneficial ownership, and 212,998 shares of
     Class A common stock which are issuable upon the exercise of outstanding
     stock options that are vested or become vested within 60 days.

(5)  This includes 117,052 shares of Class A common stock which are issuable
     upon the exercise of outstanding stock options that are vested or become
     vested within 60 days.

(6)  This includes 441,222 shares of Class A common stock held in Pegasus'
     401(k) plans over which Mr. Blank and Karen Heisler, an executive officer
     of Pegasus, share voting power in their capacities as co-trustees and
     40,612 shares of Class A common stock which are issuable upon the exercise
     of outstanding stock options that are vested or become vested within 60
     days.

(7)  This includes 52,996 shares of Class A common stock issuable upon the
     exercise of outstanding stock options that are vested or become vested
     within 60 days.

(8)  Mr. Slezak became a director effective March 30, 2004.

(9)  This includes 54,150 shares of Class A common stock which are issuable upon
     the exercise of outstanding stock options that are vested or become vested
     within 60 days and 400 shares held beneficially by Mr. McEntee's wife, of
     which Mr. McEntee disclaims beneficial ownership.

(10) This includes 80,000 shares of Class A common stock held by Personalized
     Media & Communications, L.L.C. ("Personalized Media") of which Ms. Metzger
     is Chairman and warrants for 400,000 shares of Class A common stock
     exercisable by Personalized Media. Ms. Metzger disclaims beneficial
     ownership of all shares held directly by Personalized Media, except for her
     pecuniary interest therein. Also includes 72,898 shares of Class A common
     stock, which are issuable upon the exercise of that are vested or become
     vested within 60 days outstanding stock options. The address of Ms. Metzger
     is 110 East 42nd Street, Suite 1704, New York, New York, 10017.

(11) Based on information provided pursuant to a Schedule 13G filed jointly by
     DBS Investors, LLC ("DBS"), Pegasus Partners II, L.P. ("Pegasus Partners"),
     Pegasus Investors II, LP ("Pegasus Investors"), Pegasus Investors II GP,
     LLC ("Pegasus GP") and Pegasus Capital LLC on August 11, 2003. According to
     the Schedule 13G, Pegasus Partners is the sole member of DBS. Pegasus
     Investors is the general partner of Pegasus Partners. Pegasus GP is the
     general partner of Pegasus Investors LP. Pegasus GP is wholly owned by
     Pegasus Capital LLC, which is controlled by Craig Cogut. The Schedule 13G
     indicates that, by virtue of the foregoing, each of DBS, Pegasus Partners,
     Pegasus Investors, Pegasus GP, and Pegasus Capital LLC may be deemed to
     share voting power and power to direct the disposition of 1,100,000 shares
     of our Class A common stock, representing shares that may, in certain
     circumstances, be issuable upon the exchange, on a one-for-one basis, of
     1,100,000 shares of our non-voting common stock, which are in turn
     exercisable upon the exercise of 1,100,000 outstanding warrants. The
     address for each of the foregoing persons or entities is c/o Pegasus
     Partners II, L.P., 99 River Road, Cos Cob, CT 06807-2514.

(12) Based on information provided pursuant to an amendment to Schedule 13G/A
     filed jointly by Manulife Financial Corporation, its direct, wholly owned
     subsidiary, John Hancock Financial Services, Inc., its direct, wholly owned
     subsidiary, John Hancock Life Insurance Company, and its indirect
     subsidiaries, John Hancock Subsidiaries LLC, The Berkeley Financial Group,
     LLC and John Hancock Advisers, LLC with the Securities and Exchange
     Commission on May 7, 2004. Manulife Financial Corporation has direct
     beneficial ownership of, the sole power to vote or to direct the vote, and
     sole power to dispose or direct the disposition of, all 690,700 shares.
     Through their parent subsidiary relationship with Manulife Financial
     Corporation, John Hancock Advisers, LLC, John Hancock Financial Services,
     Inc., John Hancock Life Insurance Company, John Hancock Subsidiaries LLC
     and The Berkeley Financial Group, LLC each have indirect beneficial
     ownership of the 690,700 shares. The address of Manulife Financial
     Corporation is 200 Bloor Street, East, Toronto, Ontario, Canada M4W 1E5.
     The address of John Hancock Financial Services, Inc., John Hancock Life
     Insurance Company and John Hancock Subsidiaries LLC is John Hancock Place,
     P.O. Box 111, Boston, MA 02117. The address of The Berkeley Financial
     Group, LLC and John Hancock Advisers, LLC is 101 Huntington Avenue, Boston,
     MA 02199.

(13) Based on information provided pursuant to a Schedule 13G filed jointly by
     Timothy R. Barakett and Stephen Edwards with the Securities and Exchange
     Commission on July 6, 2004. Mr. Barakett is the Chairman and Chief
     Executive Officer of Atticus Capital, LLC ("Atticus") and Mr. Edwards is a
     portfolio manager of Atticus Opportunity Fund Ltd. and the managing member
     of Edwards Capital Management, L.L.C. which acts as an investment advisor
     to certain managed accounts. Through their relationships with Atticus, each
     of Mr. Barakett and Mr. Edwards is deemed to be the beneficial owner of the
     Class A common stock owned by the respective funds. The address of Atticus
     Capital, LLC of each of Mr. Barakett and Mr. Edwards is 152 West 57th
     Street, 45th Floor, New York, New York 10019.

(14) Based on information provided pursuant to an amendment to Schedule 13D
     filed by Peninsula Capital Advisors, LLC ("Peninsula Capital") and
     Peninsula Investment Partners, L.P. ("Peninsula Partners") with the
     Securities and Exchange Commission on June 22, 2004. According to the
     amendment to Schedule 13D, Peninsula Capital is the investment manager of
     Peninsula Partners and also serves as investment advisor to a number of
     separate managed accounts and trusts. The Schedule 13D indicates that, by
     virtue of the foregoing, both Peninsula Capital and Peninsula Partners may
     be deemed to share voting power and the power to direct the disposition of
     6,880,500 shares of our Class A common stock. In addition, Peninsula
     Capital has the sole power to dispose, or to direct the disposition of,
     165,500 shares of our Class A common stock and the sole power to vote, or
     to direct the vote of, 149,500 of these shares. Both Peninsula Capital and
     Peninsula Partners disclaim beneficial ownership in the shares reported,
     except to the extent of their pecuniary interest therein. The address of
     each of the foregoing entities is 404B East Main Street, Charlottesville,
     VA 22902.

(15) This includes 1,102,184 shares of Class A common stock which are issuable
     upon the exercise of outstanding stock options that are vested or become
     vested within 60 days.


<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:  September 27, 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": "041047839"}, "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): September 27, 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 8.01.        Other Events.

     In July, 2004, Pegasus Communications Corporation received an inquiry from
the Nasdaq staff about whether at least 750,000 shares of its Class A common
stock was held by persons other than directors, officers, and ten-percent-or
greater stockholders - one of the requirements for continued listing on the
Nasdaq National Market. In response, Pegasus furnished to the Nasdaq staff
current information relating to the beneficial ownership of the Company's Class
A common stock by its principal stockholders and directors and officers,
demonstrating that it satisfied the 750,000-share requirement. At the Nasdaq
staff's request, the Company is publicly filing the following information.
Although the information below gives effect to the two-for-one stock split
effected on August 26, 2004, the Company was in compliance with the requirement
before the stock split.

     The table set forth below contains information, as of September 13, 2004
(unless otherwise indicated in the notes below), regarding the beneficial
ownership of the Class A common stock and Class B common stock by (a) each
stockholder known to the Company to be the beneficial owner, as defined in Rule
13d-3 under the Securities Exchange Act of 1934, of more than 5% of the Class A
common stock and Class B common stock, based upon the Company's records,
communications with former beneficial owners or the records of the Securities
and Exchange Commission, (b) each director of the Company, (c) the Company's
Chief Executive Officer and the Company's four other most highly compensated
executive officers and (d) the directors and current executive officers of the
Company as a group.

     Each share of Class B common stock is currently convertible at the
discretion of the holders into an equal number of shares of our Class A common
stock. For voting purposes, each share of our Class A common stock has one vote
per share while each share of our Class B common stock has ten (10) votes per
share on all matters on which the Class A and Class B vote together. Each of the
stockholders named below has sole voting power and sole investment power with
respect to the shares indicated as beneficially owned, unless otherwise
indicated. Percentages in the table are calculated on the basis of 10,043,124
shares of Class A common stock outstanding as of September 13, 2004, which
excludes 1,510,208 shares held by the Company's subsidiaries. Unless otherwise
indicated, all share amounts and dollar amounts set forth in the table below
have been adjusted to reflect a two for one stock split effected by the Company
on August 26, 2004.
Pegasus Communications            Pegasus Communications
            Name and address of                         Class A Common Stock             Class B Common Stock
              Beneficial Owner                           Beneficially Owned                Beneficially Owned

                                                          Shares             %              Shares          %
Marshall W. Pagon(1) (2)....................            2,495,136           20.3          1,832,760 (3)     100
Ted S. Lodge (4)............................              316,242            3.1                --           --
Howard E. Verlin (5) .......................              178,352            1.8                --           --
Scott A. Blank (6)..........................              494,116            4.9                --           --
Rory J. Lindgren (7) .......................               94,410             *                 --           --
Robert T. Slezak (8)                                            0             *                 --           --
James J. McEntee, III (9)...................               63,825             *                 --           --
Mary C. Metzger (10)........................              552,898            5.3                --           --
DBS Investors, LLC (11).....................            1,100,000           11.0                --           --
Manulife Financial Corporation  and related                                                     --           --
  entities (12).............................              690,700            6.9                --           --
Atticus Capital, LLC (13)...................              782,306            7.8                --           --
Peninsula Capital Advisors, LLC (14)                    6,880,500           68.5                --           --
Directors and current executive officers as
  a group (15) (consists of 11 persons).....            5,302,379           47.9          1,832,760         100
_________________________
*    Represents less than 1% of the outstanding shares of Class A common stock
     or less than 1% of the voting power, as applicable.

(1)  The address of this person is c/o Pegasus Communications Management
     Company, 225 City Line Avenue, Suite 200, Bala Cynwyd, Pennsylvania 19004.

(2)  Includes 71,000 shares of Class A common stock owned directly by Pegasus
     PCS Partners, L.P. Mr. Pagon, Pegasus Capital Holdings, LLC, Pegasus
     Communications Portfolio Holdings, Inc. and Pegasus PCS, Inc. are deemed to
     be beneficial owners of the shares. Mr. Pagon is the managing member of BDI
     Associates, LLC, which is the sole stockholder of Pegasus Communications
     Portfolio Holdings, Inc., which, in turn, is the sole stockholder of
     Pegasus PCS, Inc., which is the sole general partner in Pegasus PCS
     Partners, L.P. Mr. Pagon and each of the entities named as beneficial
     owners of the 71,000 shares of Class A common stock disclaim beneficial
     ownership with respect to such shares, except to their respective pecuniary
     interests therein. Also includes the 1,832,760 shares of Class B common
     stock described in note 3 below which are convertible into shares of Class
     A common stock on a one for one basis, 424,362 shares of Class A common
     stock which are issuable upon the exercise of outstanding stock options
     that are vested or become vested within 60 days and 167,014 shares of Class
     A common stock which Mr. Pagon holds directly.

(3)  Pegasus Capital Holdings, LLC holds 600,950 shares of the Class B common
     stock. Mr. Pagon is the managing member of Pegasus Capital Holdings, LLC
     and is deemed to be the beneficial owner of these shares. All of the
     1,231,810 remaining shares of Class B common stock are owned by Pegasus
     Communications Holdings, Inc. and two of its subsidiaries. All the capital
     stock of Pegasus Communications Holdings, Inc. is held by Pegasus
     Communications Limited Partnership. Mr. Pagon controls Pegasus
     Communications Limited Partnership by reason of his ownership of all the
     outstanding voting stock of the sole general partner of a limited
     partnership that is, in turn, the sole general partner in Pegasus
     Communications Limited Partnership. Therefore, Mr. Pagon is the beneficial
     owner of 100% of our Class B common stock with sole voting and investment
     power over all such shares.

(4)  This includes 600 shares of Class A common stock owned by Mr. Lodge's wife,
     of which Mr. Lodge disclaims beneficial ownership, and 212,998 shares of
     Class A common stock which are issuable upon the exercise of outstanding
     stock options that are vested or become vested within 60 days.

(5)  This includes 117,052 shares of Class A common stock which are issuable
     upon the exercise of outstanding stock options that are vested or become
     vested within 60 days.

(6)  This includes 441,222 shares of Class A common stock held in Pegasus'
     401(k) plans over which Mr. Blank and Karen Heisler, an executive officer
     of Pegasus, share voting power in their capacities as co-trustees and
     40,612 shares of Class A common stock which are issuable upon the exercise
     of outstanding stock options that are vested or become vested within 60
     days.

(7)  This includes 52,996 shares of Class A common stock issuable upon the
     exercise of outstanding stock options that are vested or become vested
     within 60 days.

(8)  Mr. Slezak became a director effective March 30, 2004.

(9)  This includes 54,150 shares of Class A common stock which are issuable upon
     the exercise of outstanding stock options that are vested or become vested
     within 60 days and 400 shares held beneficially by Mr. McEntee's wife, of
     which Mr. McEntee disclaims beneficial ownership.

(10) This includes 80,000 shares of Class A common stock held by Personalized
     Media & Communications, L.L.C. ("Personalized Media") of which Ms. Metzger
     is Chairman and warrants for 400,000 shares of Class A common stock
     exercisable by Personalized Media. Ms. Metzger disclaims beneficial
     ownership of all shares held directly by Personalized Media, except for her
     pecuniary interest therein. Also includes 72,898 shares of Class A common
     stock, which are issuable upon the exercise of that are vested or become
     vested within 60 days outstanding stock options. The address of Ms. Metzger
     is 110 East 42nd Street, Suite 1704, New York, New York, 10017.

(11) Based on information provided pursuant to a Schedule 13G filed jointly by
     DBS Investors, LLC ("DBS"), Pegasus Partners II, L.P. ("Pegasus Partners"),
     Pegasus Investors II, LP ("Pegasus Investors"), Pegasus Investors II GP,
     LLC ("Pegasus GP") and Pegasus Capital LLC on August 11, 2003. According to
     the Schedule 13G, Pegasus Partners is the sole member of DBS. Pegasus
     Investors is the general partner of Pegasus Partners. Pegasus GP is the
     general partner of Pegasus Investors LP. Pegasus GP is wholly owned by
     Pegasus Capital LLC, which is controlled by Craig Cogut. The Schedule 13G
     indicates that, by virtue of the foregoing, each of DBS, Pegasus Partners,
     Pegasus Investors, Pegasus GP, and Pegasus Capital LLC may be deemed to
     share voting power and power to direct the disposition of 1,100,000 shares
     of our Class A common stock, representing shares that may, in certain
     circumstances, be issuable upon the exchange, on a one-for-one basis, of
     1,100,000 shares of our non-voting common stock, which are in turn
     exercisable upon the exercise of 1,100,000 outstanding warrants. The
     address for each of the foregoing persons or entities is c/o Pegasus
     Partners II, L.P., 99 River Road, Cos Cob, CT 06807-2514.

(12) Based on information provided pursuant to an amendment to Schedule 13G/A
     filed jointly by Manulife Financial Corporation, its direct, wholly owned
     subsidiary, John Hancock Financial Services, Inc., its direct, wholly owned
     subsidiary, John Hancock Life Insurance Company, and its indirect
     subsidiaries, John Hancock Subsidiaries LLC, The Berkeley Financial Group,
     LLC and John Hancock Advisers, LLC with the Securities and Exchange
     Commission on May 7, 2004. Manulife Financial Corporation has direct
     beneficial ownership of, the sole power to vote or to direct the vote, and
     sole power to dispose or direct the disposition of, all 690,700 shares.
     Through their parent subsidiary relationship with Manulife Financial
     Corporation, John Hancock Advisers, LLC, John Hancock Financial Services,
     Inc., John Hancock Life Insurance Company, John Hancock Subsidiaries LLC
     and The Berkeley Financial Group, LLC each have indirect beneficial
     ownership of the 690,700 shares. The address of Manulife Financial
     Corporation is 200 Bloor Street, East, Toronto, Ontario, Canada M4W 1E5.
     The address of John Hancock Financial Services, Inc., John Hancock Life
     Insurance Company and John Hancock Subsidiaries LLC is John Hancock Place,
     P.O. Box 111, Boston, MA 02117. The address of The Berkeley Financial
     Group, LLC and John Hancock Advisers, LLC is 101 Huntington Avenue, Boston,
     MA 02199.

(13) Based on information provided pursuant to a Schedule 13G filed jointly by
     Timothy R. Barakett and Stephen Edwards with the Securities and Exchange
     Commission on July 6, 2004. Mr. Barakett is the Chairman and Chief
     Executive Officer of Atticus Capital, LLC ("Atticus") and Mr. Edwards is a
     portfolio manager of Atticus Opportunity Fund Ltd. and the managing member
     of Edwards Capital Management, L.L.C. which acts as an investment advisor
     to certain managed accounts. Through their relationships with Atticus, each
     of Mr. Barakett and Mr. Edwards is deemed to be the beneficial owner of the
     Class A common stock owned by the respective funds. The address of Atticus
     Capital, LLC of each of Mr. Barakett and Mr. Edwards is 152 West 57th
     Street, 45th Floor, New York, New York 10019.

(14) Based on information provided pursuant to an amendment to Schedule 13D
     filed by Peninsula Capital Advisors, LLC ("Peninsula Capital") and
     Peninsula Investment Partners, L.P. ("Peninsula Partners") with the
     Securities and Exchange Commission on June 22, 2004. According to the
     amendment to Schedule 13D, Peninsula Capital is the investment manager of
     Peninsula Partners and also serves as investment advisor to a number of
     separate managed accounts and trusts. The Schedule 13D indicates that, by
     virtue of the foregoing, both Peninsula Capital and Peninsula Partners may
     be deemed to share voting power and the power to direct the disposition of
     6,880,500 shares of our Class A common stock. In addition, Peninsula
     Capital has the sole power to dispose, or to direct the disposition of,
     165,500 shares of our Class A common stock and the sole power to vote, or
     to direct the vote of, 149,500 of these shares. Both Peninsula Capital and
     Peninsula Partners disclaim beneficial ownership in the shares reported,
     except to the extent of their pecuniary interest therein. The address of
     each of the foregoing entities is 404B East Main Street, Charlottesville,
     VA 22902.

(15) This includes 1,102,184 shares of Class A common stock which are issuable
     upon the exercise of outstanding stock options that are vested or become
     vested within 60 days.
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:  September 27, 2004