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): May 20, 2004

                       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

                                       N/A

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


<PAGE>


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

            On April 14, 2004, a jury returned a verdict in favor of DIRECTV,
Inc. in the Seamless  Marketing  litigation that DIRECTV,  Inc.  brought against
Pegasus Satellite Television,  Inc. and Golden Sky Systems,  Inc., indirect
subsidiaries of the Registrant.  The jury's verdict awarded  DIRECTV,  Inc.
$51.5  million on DIRECTV,  Inc.'s breach of contract and open book account
claims. On April 16, 2004 DIRECTV,  Inc. filed with the court a request for
an award of prejudgment  interest on the verdict. In that filing,  DIRECTV,
Inc. requested an award of interest in the amount of $12.6 million.

            On May 20, 2004, the United States District Court for the Central
District of California entered an order granting DIRECTV, Inc.'s request for
prejudgment interest. The Court determined that the amount of prejudgment
interest to be $10.7 million as of April 16, 2004. We have previously recorded
$6.5 million for prejudgment interest. As the result of the order being entered,
an additional $4.2 million will be recorded for prejudgment interest.

            On May 24, 2004, the Court entered judgment in the amount of
$62,586,479.43, which includes prejudgment interest calculated through the date
of entry of the judgment. The entering of the judgment begins a period of ten
court days during which execution on the judgment is effectively stayed and
Pegasus Satellite Television, Inc. and Golden Sky Systems, Inc. can pay the
judgment or post collateral or a bond pending appeal of the verdict. If the
judgment is not paid, collateralized or bonded by the expiration of this period,
DIRECTV, Inc. would be entitled to execute on the judgment, which would be
disruptive to Pegasus Satellite Television's and Golden Sky Systems' operations.
Pegasus Satellite Television's and Golden Sky Systems.' failure to pay, bond or
satisfy the judgment would result, after the expiration of additional specified
time periods, in events of default under the Pegasus Media & Communications,
Inc. credit agreement, the Pegasus Satellite Communications, Inc. term loan
agreement, and Pegasus Satellite Communications, Inc.'s publicly held debt
securities. Failure by Pegasus Satellite Television and Golden Sky Systems to
satisfy the judgment or bond the judgment pending appeal are defaults under the
indebtedness of Pegasus Satellite Communications, Inc. and Pegasus Media &
Communications, Inc., unless such defaults were waived, might obligate Pegasus
Satellite Television, Golden Sky Systems, Pegasus Satellite Communications, Inc.
and/or Pegasus Media & Communications, Inc. to seek protection under the
bankruptcy laws.

            We do not believe that Pegasus Communications Corporation or its
direct subsidiaries other than Pegasus Satellite Communications, Inc. would be
the subject of such proceedings, if they were to occur, since Pegasus
Communications Corporation is not obligated under the expected judgment or the
indebtedness of Pegasus Satellite Communications, Inc. and Pegasus Media &
Communications, Inc.


<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


May 25, 2004
[{"type": "8-K", "sequence": "1", "filename": "pcc_form8k-052504.txt", "description": "PEGASUS COMMUNICATIONS CORPORATION F8K 052504", "secsgml_size_bytes": 4998}]
{"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": "04830076"}, "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): May 20, 2004

                       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

                                       N/A

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

            On April 14, 2004, a jury returned a verdict in favor of DIRECTV,
Inc. in the Seamless  Marketing  litigation that DIRECTV,  Inc.  brought against
Pegasus Satellite Television,  Inc. and Golden Sky Systems,  Inc., indirect
subsidiaries of the Registrant.  The jury's verdict awarded  DIRECTV,  Inc.
$51.5  million on DIRECTV,  Inc.'s breach of contract and open book account
claims. On April 16, 2004 DIRECTV,  Inc. filed with the court a request for
an award of prejudgment  interest on the verdict. In that filing,  DIRECTV,
Inc. requested an award of interest in the amount of $12.6 million.

            On May 20, 2004, the United States District Court for the Central
District of California entered an order granting DIRECTV, Inc.'s request for
prejudgment interest. The Court determined that the amount of prejudgment
interest to be $10.7 million as of April 16, 2004. We have previously recorded
$6.5 million for prejudgment interest. As the result of the order being entered,
an additional $4.2 million will be recorded for prejudgment interest.

            On May 24, 2004, the Court entered judgment in the amount of
$62,586,479.43, which includes prejudgment interest calculated through the date
of entry of the judgment. The entering of the judgment begins a period of ten
court days during which execution on the judgment is effectively stayed and
Pegasus Satellite Television, Inc. and Golden Sky Systems, Inc. can pay the
judgment or post collateral or a bond pending appeal of the verdict. If the
judgment is not paid, collateralized or bonded by the expiration of this period,
DIRECTV, Inc. would be entitled to execute on the judgment, which would be
disruptive to Pegasus Satellite Television's and Golden Sky Systems' operations.
Pegasus Satellite Television's and Golden Sky Systems.' failure to pay, bond or
satisfy the judgment would result, after the expiration of additional specified
time periods, in events of default under the Pegasus Media & Communications,
Inc. credit agreement, the Pegasus Satellite Communications, Inc. term loan
agreement, and Pegasus Satellite Communications, Inc.'s publicly held debt
securities. Failure by Pegasus Satellite Television and Golden Sky Systems to
satisfy the judgment or bond the judgment pending appeal are defaults under the
indebtedness of Pegasus Satellite Communications, Inc. and Pegasus Media &
Communications, Inc., unless such defaults were waived, might obligate Pegasus
Satellite Television, Golden Sky Systems, Pegasus Satellite Communications, Inc.
and/or Pegasus Media & Communications, Inc. to seek protection under the
bankruptcy laws.

            We do not believe that Pegasus Communications Corporation or its
direct subsidiaries other than Pegasus Satellite Communications, Inc. would be
the subject of such proceedings, if they were to occur, since Pegasus
Communications Corporation is not obligated under the expected judgment or the
indebtedness of Pegasus Satellite Communications, Inc. and Pegasus Media &
Communications, Inc.
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

May 25, 2004