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): December 6, 2002

                       PEGASUS COMMUNICATIONS CORPORATION

               (Exact Name of Registrant as Specified in Charter)


     Delaware                   0-32383                      23-3070336

  (State or Other             (Commission                   (IRS Employer
  Jurisdiction of             File Number)                   Identification No.)
   Incorporation)


      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: 888-438-7488



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



<PAGE>



Item 5.      Other Events.

         On December 6, 2002, the Company's board of directors approved a
one-for-ten reverse stock split of the Company's Class A and Class B common
stock, pursuant to authorization obtained from its stockholders at their annual
meeting held on May 31, 2002. The reverse stock split will become effective on
or about December 31, 2002.

         The Company issued a press release with respect to this matter on
December 9, 2002, a copy of which is attached to this report as Exhibit 99 and
incorporated herein by reference.

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

             (c) Exhibits.

                 99 Pegasus Communications Corporation's press release, dated
                 December 9, 2002.





<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


December 9, 2002


<PAGE>



                                  EXHIBIT INDEX

Exhibit No.      Description

    99           Pegasus Communications Corporation's press release,
                 dated December 9, 2002.



<PAGE>




                                                                      EXHIBIT 99

              Pegasus Communications Announces Reverse Stock Split

BALA CYNWYD, PA, December 9, 2002 - Pegasus Communications Corporation (NASDAQ:
PGTV) (the "Company") announced today that the Company approved a reverse stock
split of the Company's Class A common stock, par value $0.01 per share (the
"Class A Common Stock"), whereby each outstanding ten shares of Class A Common
Stock will be combined into one share of Class A Common Stock, effective
December 31, 2002. The Class A Common Stock trades on the NASDAQ market under
the symbol "PGTV."

         The Company approved the reverse stock split as part of a plan to
improve the marketability and liquidity of the Company's Class A Common Stock.
There is, of course, no assurance that these possible benefits will in fact be
achieved.

         The reverse stock split will result in a similar reduction in the
number of shares of the Company's Class B common stock, par value $0.01 per
share (the "Class B Common Stock" and together with the Class A Common Stock,
the "Common Stock") outstanding. Marshall W. Pagon, the Company's Chairman of
the Board and Chief Executive Officer, controls the vote of the Class B Common
Stock.

         The Company's stockholders at their annual meeting held on or about May
31, 2002, authorized the Company to effect a reverse stock split and to set its
terms.

         Stockholders of record on December 31, 2002, the effective date of the
reverse stock split, will be entitled to receive one share of Class A Common
Stock for every ten shares of Class A Common Stock and one share of Class B
Common Stock for every ten shares of Class B Common Stock held as of the
effective date. No fractional shares of Common Stock will be issued as a result
of the reverse stock split. Rather, each holder of Common Stock who would
otherwise receive fractional shares as a result of the reverse stock split will
be entitled to receive the next higher number of whole shares. Shortly after the
effective date, the Company will distribute instructions to its stockholders
regarding the method for participating in the reverse stock split.

         About Pegasus

         Pegasus Communications Corporation (www.pgtv.com) provides digital
satellite television to rural households throughout the United States. Pegasus
owns and/or operates television stations affiliated with CBS, FOX, UPN and The
WB networks.


         Safe Harbor

         Certain matters contained in this news release concerning future
possibilities that are not historical facts are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995, and will be
considered forward-looking statements. Such forward looking statements may be
identified with words such as "we expect," "we predict," "we believe," "we
project," "we anticipate" and similar expressions, although not all
forward-looking statements may contain these expressions. Future events may
differ materially from those expressed or indicated by forward-looking
statements. There can be no assurance that these future events will occur as
anticipated or that the Company's results will be as estimated. Factors that can
affect the Company's performance are described in the Company's filings with the
Securities and Exchange Commission.


         For further information, please contact:

         Howard Verlin
         Pegasus Communications Corporation
         (610) 934-7050
         hverlin@pgtv.com
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{"company-data": {"conformed-name": "PEGASUS COMMUNICATIONS CORP /", "cik": "0001135338", "assigned-sic": "4833", "irs-number": "233070336"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-32383", "film-number": "02852574"}, "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): December 6, 2002

                       PEGASUS COMMUNICATIONS CORPORATION

               (Exact Name of Registrant as Specified in Charter)

     Delaware                   0-32383                      23-3070336

  (State or Other             (Commission                   (IRS Employer
  Jurisdiction of             File Number)                   Identification No.)
   Incorporation)

      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: 888-438-7488

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

         On December 6, 2002, the Company's board of directors approved a
one-for-ten reverse stock split of the Company's Class A and Class B common
stock, pursuant to authorization obtained from its stockholders at their annual
meeting held on May 31, 2002. The reverse stock split will become effective on
or about December 31, 2002.

         The Company issued a press release with respect to this matter on
December 9, 2002, a copy of which is attached to this report as Exhibit 99 and
incorporated herein by reference.

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

             (c) Exhibits.

                 99 Pegasus Communications Corporation's press release, dated
                 December 9, 2002.
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

December 9, 2002
EXHIBIT INDEX

Exhibit No.      Description

    99           Pegasus Communications Corporation's press release,
                 dated December 9, 2002.
EXHIBIT 99

              Pegasus Communications Announces Reverse Stock Split

BALA CYNWYD, PA, December 9, 2002 - Pegasus Communications Corporation (NASDAQ:
PGTV) (the "Company") announced today that the Company approved a reverse stock
split of the Company's Class A common stock, par value $0.01 per share (the
"Class A Common Stock"), whereby each outstanding ten shares of Class A Common
Stock will be combined into one share of Class A Common Stock, effective
December 31, 2002. The Class A Common Stock trades on the NASDAQ market under
the symbol "PGTV."

         The Company approved the reverse stock split as part of a plan to
improve the marketability and liquidity of the Company's Class A Common Stock.
There is, of course, no assurance that these possible benefits will in fact be
achieved.

         The reverse stock split will result in a similar reduction in the
number of shares of the Company's Class B common stock, par value $0.01 per
share (the "Class B Common Stock" and together with the Class A Common Stock,
the "Common Stock") outstanding. Marshall W. Pagon, the Company's Chairman of
the Board and Chief Executive Officer, controls the vote of the Class B Common
Stock.

         The Company's stockholders at their annual meeting held on or about May
31, 2002, authorized the Company to effect a reverse stock split and to set its
terms.

         Stockholders of record on December 31, 2002, the effective date of the
reverse stock split, will be entitled to receive one share of Class A Common
Stock for every ten shares of Class A Common Stock and one share of Class B
Common Stock for every ten shares of Class B Common Stock held as of the
effective date. No fractional shares of Common Stock will be issued as a result
of the reverse stock split. Rather, each holder of Common Stock who would
otherwise receive fractional shares as a result of the reverse stock split will
be entitled to receive the next higher number of whole shares. Shortly after the
effective date, the Company will distribute instructions to its stockholders
regarding the method for participating in the reverse stock split.

         About Pegasus

         Pegasus Communications Corporation (www.pgtv.com) provides digital
satellite television to rural households throughout the United States. Pegasus
owns and/or operates television stations affiliated with CBS, FOX, UPN and The
WB networks.

         Safe Harbor

         Certain matters contained in this news release concerning future
possibilities that are not historical facts are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995, and will be
considered forward-looking statements. Such forward looking statements may be
identified with words such as "we expect," "we predict," "we believe," "we
project," "we anticipate" and similar expressions, although not all
forward-looking statements may contain these expressions. Future events may
differ materially from those expressed or indicated by forward-looking
statements. There can be no assurance that these future events will occur as
anticipated or that the Company's results will be as estimated. Factors that can
affect the Company's performance are described in the Company's filings with the
Securities and Exchange Commission.

         For further information, please contact:

         Howard Verlin
         Pegasus Communications Corporation
         (610) 934-7050
         hverlin@pgtv.com