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): August 12, 2003

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

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

<PAGE>


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

            (c) Exhibits.

                99.1 Pegasus Communications Corporation's press release dated
                     August 12, 2003.

Item 9.     Regulation FD Disclosure.
            ------------------------

        Pursuant to indentures relating to notes issued by our subsidiaries
Pegasus Satellite Communications, Inc. and Pegasus Media & Communications, Inc.,
Pegasus Satellite Communications, Inc. and Pegasus Media & Communications, Inc.
are required to provide summarized financial information showing Adjusted
Operating Cash Flow (as this term is defined in the respective indentures). This
information is furnished on our website (www.pgtv.com) under the Investor
Relations portion of the website under the heading "indenture reporting
requirements."

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

         On August 12, 2003, Pegasus Communications Corporation issued a press
release reporting on its financial results for the three and six month periods
ended June 30, 2003. The press release contains the nonGAAP financial measures
EBITDA for our direct broadcast satellite business "DBS EBITDA" and free cash
flow for our direct broadcast satellite business "DBS free cash flow."

         We use DBS EBITDA as a measurement of earnings generated by
the direct broadcast satellite business that are available to reinvest in the
business via investments in deferred SAC and capital expenditures, to fund our
debt service, to potentially fund equity dividends, and to potentially fund
other development projects. We also use DBS EBITDA as a percentage of revenue as
a measurement of operating efficiency, especially as benchmarked against
competitors in the industry. Further, we use DBS EBITDA as the denominator in
measuring a modified value to earnings multiple, to assess our enterprise value,
and growth thereof over time, especially as benchmarked against comparables in
the industry. Finally, we use DBS EBITDA as the denominator in measuring our
leverage at various points throughout our capital structure, and improvements
made thereto over time, especially as benchmarked against comparables in the
industry. We believe that investors, analysts, lenders, and other interested
parties who follow our industry use DBS EBITDA for the same reasons that we do.
Investors, analysts, lenders, and other interested parties who follow our
industry rely on the DBS EBITDA measure to make informed decisions, especially
by benchmarking against comparables in the industry. Our ability and desire to
reinvest in the DBS business, to fund debt service of the enterprise, to
potentially fund equity dividends, and to potentially fund other development
projects is largely dependent upon our ability to generate DBS EBITDA. We
believe that the limitation associated with the use of DBS EBITDA, as compared
to net income, is the number of items included or not included in DBS EBITDA
that are included in net income. However, we believe this limitation is not
significant and mitigated by the fact that, generally, all reconciling items are
contained on the face of our statement of operations and comprehensive loss. DBS
EBITDA is not, and should not be considered, an alternative to income from
operations, net income, or any other measure for determining our operating
performance, as determined under generally accepted accounting principles.
Although EBITDA is a common measure used by other companies, our calculation of
DBS EBITDA may not be comparable with that of others.

         We use DBS free cash flow as a measurement of liquidity generated by
the direct broadcast satellite business and cash available to fund our debt
service, to potentially fund equity dividends, and to potentially fund other
development projects. We also use DBS free cash flow as the denominator in
measuring a modified value to cash flow multiple, to assess our enterprise
value, and growth thereof over time, especially as benchmarked against
comparables in the industry. Finally, we use DBS free cash flow as the
denominator in measuring our leverage at various points throughout our capital
structure, and improvements made thereto over time, especially as benchmarked
against comparables in the industry. We believe that investors, analysts,
lenders, and other interested parties who follow our industry use DBS free cash

                                       2
<PAGE>

flow for the same reason that we do. Investors, analysts, lenders, and other
interested parties who follow our industry rely on the DBS free cash flow
measure to make informed decisions, especially by benchmarking against
comparables in the industry. Our ability to fund debt service of the enterprise,
to potentially fund equity dividends, and to potentially fund other development
projects is largely dependent upon our ability to generate DBS free cash flow.
We believe that the limitation associated with the use of DBS free cash flow, as
compared to net increase (decrease) in cash and cash equivalents, is the number
of items included or not included in DBS free cash flow that are included in net
increase (decrease) in cash and cash equivalents. However, we believe this
limitation is not significant and mitigated by the fact that we reconcile DBS
free cash flow to net increase (decrease) in cash and cash equivalents in our
earnings press release and on our website. DBS free cash flow is not, and should
not be considered, an alternative to net increase (decrease) in cash and cash
equivalents, as determined under generally accepted accounting principles.
Although free cash flow is a common measure used by other companies, our
calculation of DBS free cash flow may not be comparable with that of others.

         These nonGAAP financial measures are not meant to replace or supersede
GAAP financial measures, and they may not be comparable with similarly titled
measures reported by other companies.


                                       3
<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


August 14, 2003


                                       4
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.   Description

99.1          Pegasus Communications Corporation's press release dated August
              12, 2003.

                                       5
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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": "03846387"}, "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): August 12, 2003

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

          (Former Name or Former Address, if Changed Since Last Report)
Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits.
            ------------------------------------------------------------------

            (c) Exhibits.

                99.1 Pegasus Communications Corporation's press release dated
                     August 12, 2003.

Item 9.     Regulation FD Disclosure.
            ------------------------

        Pursuant to indentures relating to notes issued by our subsidiaries
Pegasus Satellite Communications, Inc. and Pegasus Media & Communications, Inc.,
Pegasus Satellite Communications, Inc. and Pegasus Media & Communications, Inc.
are required to provide summarized financial information showing Adjusted
Operating Cash Flow (as this term is defined in the respective indentures). This
information is furnished on our website (www.pgtv.com) under the Investor
Relations portion of the website under the heading "indenture reporting
requirements."

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

         On August 12, 2003, Pegasus Communications Corporation issued a press
release reporting on its financial results for the three and six month periods
ended June 30, 2003. The press release contains the nonGAAP financial measures
EBITDA for our direct broadcast satellite business "DBS EBITDA" and free cash
flow for our direct broadcast satellite business "DBS free cash flow."

         We use DBS EBITDA as a measurement of earnings generated by
the direct broadcast satellite business that are available to reinvest in the
business via investments in deferred SAC and capital expenditures, to fund our
debt service, to potentially fund equity dividends, and to potentially fund
other development projects. We also use DBS EBITDA as a percentage of revenue as
a measurement of operating efficiency, especially as benchmarked against
competitors in the industry. Further, we use DBS EBITDA as the denominator in
measuring a modified value to earnings multiple, to assess our enterprise value,
and growth thereof over time, especially as benchmarked against comparables in
the industry. Finally, we use DBS EBITDA as the denominator in measuring our
leverage at various points throughout our capital structure, and improvements
made thereto over time, especially as benchmarked against comparables in the
industry. We believe that investors, analysts, lenders, and other interested
parties who follow our industry use DBS EBITDA for the same reasons that we do.
Investors, analysts, lenders, and other interested parties who follow our
industry rely on the DBS EBITDA measure to make informed decisions, especially
by benchmarking against comparables in the industry. Our ability and desire to
reinvest in the DBS business, to fund debt service of the enterprise, to
potentially fund equity dividends, and to potentially fund other development
projects is largely dependent upon our ability to generate DBS EBITDA. We
believe that the limitation associated with the use of DBS EBITDA, as compared
to net income, is the number of items included or not included in DBS EBITDA
that are included in net income. However, we believe this limitation is not
significant and mitigated by the fact that, generally, all reconciling items are
contained on the face of our statement of operations and comprehensive loss. DBS
EBITDA is not, and should not be considered, an alternative to income from
operations, net income, or any other measure for determining our operating
performance, as determined under generally accepted accounting principles.
Although EBITDA is a common measure used by other companies, our calculation of
DBS EBITDA may not be comparable with that of others.

         We use DBS free cash flow as a measurement of liquidity generated by
the direct broadcast satellite business and cash available to fund our debt
service, to potentially fund equity dividends, and to potentially fund other
development projects. We also use DBS free cash flow as the denominator in
measuring a modified value to cash flow multiple, to assess our enterprise
value, and growth thereof over time, especially as benchmarked against
comparables in the industry. Finally, we use DBS free cash flow as the
denominator in measuring our leverage at various points throughout our capital
structure, and improvements made thereto over time, especially as benchmarked
against comparables in the industry. We believe that investors, analysts,
lenders, and other interested parties who follow our industry use DBS free cash

                                       2
flow for the same reason that we do. Investors, analysts, lenders, and other
interested parties who follow our industry rely on the DBS free cash flow
measure to make informed decisions, especially by benchmarking against
comparables in the industry. Our ability to fund debt service of the enterprise,
to potentially fund equity dividends, and to potentially fund other development
projects is largely dependent upon our ability to generate DBS free cash flow.
We believe that the limitation associated with the use of DBS free cash flow, as
compared to net increase (decrease) in cash and cash equivalents, is the number
of items included or not included in DBS free cash flow that are included in net
increase (decrease) in cash and cash equivalents. However, we believe this
limitation is not significant and mitigated by the fact that we reconcile DBS
free cash flow to net increase (decrease) in cash and cash equivalents in our
earnings press release and on our website. DBS free cash flow is not, and should
not be considered, an alternative to net increase (decrease) in cash and cash
equivalents, as determined under generally accepted accounting principles.
Although free cash flow is a common measure used by other companies, our
calculation of DBS free cash flow may not be comparable with that of others.

         These nonGAAP financial measures are not meant to replace or supersede
GAAP financial measures, and they may not be comparable with similarly titled
measures reported by other companies.

                                       3
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

August 14, 2003

                                       4
EXHIBIT INDEX

Exhibit No.   Description

99.1          Pegasus Communications Corporation's press release dated August
              12, 2003.

                                       5