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 25, 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 4.01.   Changes in Registrant's Certifying Accountant.

         On October 25, 2004, Pegasus Communications Corporation (the "Company")
was notified by PricewaterhouseCoopers LLP ("PwC"), the Company's registered
independent public accounting firm, that PwC will cease to act as the Company's
independent registered public accounting firm upon the completion of its review
of the Company's interim unaudited financial statements as of September 30, 2004
and for the three and nine month periods then ended, which financial statements
will be included in the Company's Form 10-Q for the quarter ended September 30,
2004. The review of the Company's Form 10-Q for the quarter ended September 30,
2004 will not be completed until PwC completes its review and audit work for all
outstanding amended filings as discussed under Item 4.02 in the Company's report
on Form 8-K dated October 8, 2004, including the Company's Form 10-K for the
year ended December 31, 2003 and its quarterly reports on Form 10-Q for the
quarters ended March 31, 2004 and June 30, 2004. The Company's Audit Committee
has commenced an immediate search for a new registered independent public
accounting firm.

         The reports of PwC on the consolidated financial statements of the
Company as of December 31, 2003 and 2002 and for the years then ended contained
no adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope, or accounting principle; however, the previously
issued financial statements contained in our 2003 Form 10-K and first and second
quarter 2004 Form 10-Qs should not be relied upon because of errors in those
financial statements as described in further detail in the Company's Form 8-K
filed on October 8, 2004.

         During the Company's two most recent fiscal years and through October
25, 2004, there have been no disagreements with PwC on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of PwC would
have caused them to make reference thereto in their reports on the financial
statements for such years.

         During the years ended December 31, 2003 and 2002 and through October
25, 2004, except as noted in the immediately following sentence, there have been
no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K). PwC
has advised the Company that there were material weaknesses in the application
of accounting principles and policies that led to the restatement of the
Company's financial statements in May and the conclusions reached by the Company
in October 2004 resulting in necessary restatements as described in further
detail in the Company's Form 8-K filed on October 8, 2004. The material
weaknesses related to the Company's accounting for income taxes and equity
method investments. The Company believes that the material weaknesses referenced
above will be addressed by the application of additional resources and
supplemental levels of review.

         The Company has provided to PwC a copy of the disclosures made in this
Form 8-K prior to the filing of this Form 8-K with the Securities and Exchange
Commission and has requested that PwC furnish it with a letter addressed to the


                                       2
<PAGE>


Securities and Exchange Commission stating whether or not it agrees with the
above statements. A copy of such letter, dated October 29, 2004, is filed as
Exhibit 16.1 to this Form 8-K.



Item 9.01.   Financial Statements and Exhibits.

(a)      Financial Statements of Businesses Acquired.

         Not applicable.

(b)      Pro Forma Financial Information.

         Not applicable.

(c)      Exhibits.

Exhibit
Number       Description of Exhibit

16.1         Letter from PricewaterhouseCoopers LLP relating to change of
             certifying independent accountants.



                                       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:  October 29, 2004

                                       4
<PAGE>


                                  Exhibit Index



Exhibit
Number       Description of Exhibit

16.1         Letter from PricewaterhouseCoopers LLP relating to change of
             certifying independent accountants.




                                       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": "041107315"}, "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 25, 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 4.01.   Changes in Registrant's Certifying Accountant.

         On October 25, 2004, Pegasus Communications Corporation (the "Company")
was notified by PricewaterhouseCoopers LLP ("PwC"), the Company's registered
independent public accounting firm, that PwC will cease to act as the Company's
independent registered public accounting firm upon the completion of its review
of the Company's interim unaudited financial statements as of September 30, 2004
and for the three and nine month periods then ended, which financial statements
will be included in the Company's Form 10-Q for the quarter ended September 30,
2004. The review of the Company's Form 10-Q for the quarter ended September 30,
2004 will not be completed until PwC completes its review and audit work for all
outstanding amended filings as discussed under Item 4.02 in the Company's report
on Form 8-K dated October 8, 2004, including the Company's Form 10-K for the
year ended December 31, 2003 and its quarterly reports on Form 10-Q for the
quarters ended March 31, 2004 and June 30, 2004. The Company's Audit Committee
has commenced an immediate search for a new registered independent public
accounting firm.

         The reports of PwC on the consolidated financial statements of the
Company as of December 31, 2003 and 2002 and for the years then ended contained
no adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope, or accounting principle; however, the previously
issued financial statements contained in our 2003 Form 10-K and first and second
quarter 2004 Form 10-Qs should not be relied upon because of errors in those
financial statements as described in further detail in the Company's Form 8-K
filed on October 8, 2004.

         During the Company's two most recent fiscal years and through October
25, 2004, there have been no disagreements with PwC on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of PwC would
have caused them to make reference thereto in their reports on the financial
statements for such years.

         During the years ended December 31, 2003 and 2002 and through October
25, 2004, except as noted in the immediately following sentence, there have been
no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K). PwC
has advised the Company that there were material weaknesses in the application
of accounting principles and policies that led to the restatement of the
Company's financial statements in May and the conclusions reached by the Company
in October 2004 resulting in necessary restatements as described in further
detail in the Company's Form 8-K filed on October 8, 2004. The material
weaknesses related to the Company's accounting for income taxes and equity
method investments. The Company believes that the material weaknesses referenced
above will be addressed by the application of additional resources and
supplemental levels of review.

         The Company has provided to PwC a copy of the disclosures made in this
Form 8-K prior to the filing of this Form 8-K with the Securities and Exchange
Commission and has requested that PwC furnish it with a letter addressed to the

                                       2
Securities and Exchange Commission stating whether or not it agrees with the
above statements. A copy of such letter, dated October 29, 2004, is filed as
Exhibit 16.1 to this Form 8-K.

Item 9.01.   Financial Statements and Exhibits.

(a)      Financial Statements of Businesses Acquired.

         Not applicable.

(b)      Pro Forma Financial Information.

         Not applicable.

(c)      Exhibits.

Exhibit
Number       Description of Exhibit

16.1         Letter from PricewaterhouseCoopers LLP relating to change of
             certifying independent accountants.

                                       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:  October 29, 2004

                                       4
Exhibit Index

Exhibit
Number       Description of Exhibit

16.1         Letter from PricewaterhouseCoopers LLP relating to change of
             certifying independent accountants.

                                       5