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): February 5, 2004

                     PEGASUS SATELLITE COMMUNICATIONS, INC.

               (Exact Name of Registrant as Specified in Charter)

          Delaware                       0-21389                 51-0374669
----------------------------    -------------------------   --------------------
(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 5.               Other Events.
                      ------------

         On February 6, 2004, we issued a press release responding to certain
misstatements made in a press release issued by DIRECTV, Inc. on February 5,
2004. Our press release and the DIRECTV press release are attached hereto as
Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by
reference.

         Also on February 5, 2004, our subsidiary, Pegasus Media &
Communications, Inc., and its lenders entered into an amendment to its credit
facility. The amendment, among other things, allows us to incur additional
senior secured debt such that we and Pegasus Media can have total senior secured
debt of up to $650 million.

Item 7.           Financial Statements and Exhibits.

                  (c) Exhibits.

                           99.1     Pegasus press release, February 6, 2004
                                    (which is incorporated herein by reference
                                    to Exhibit 99.1 of Pegasus Communications
                                    Corporation's Form 8-K filed February 6,
                                    2004).

                           99.2     DIRECTV, Inc. press release, February 5,
                                    2004 (which is incorporated herein by
                                    reference to Exhibit 99.2 of Pegasus
                                    Communications Corporation's Form 8-K filed
                                    February 6, 2004).


<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 SATELLITE COMMUNICATIONS, INC.


                                 By    /s/ Scott A. Blank
                                   ---------------------------------------------
                                          Scott A. Blank,
                                          Senior Vice President


February 6, 2004


<PAGE>


                                  EXHIBIT INDEX

Exhibit No.                Description

99.1                       Pegasus press release, February 6, 2004 (which is
                           incorporated herein by reference to Exhibit 99.1 of
                           Pegasus Communications Corporation's Form 8-K filed
                           February 6, 2004).

99.2                       DIRECTV, Inc. press release, February 5, 2004 (which
                           is incorporated herein by reference to Exhibit 99.2
                           of Pegasus Communications Corporation's Form 8-K
                           filed February 6, 2004).
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{"company-data": {"conformed-name": "PEGASUS SATELLITE COMMUNICATIONS INC", "cik": "0001015629", "assigned-sic": "4833", "irs-number": "510374669", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21389", "film-number": "04572278"}, "business-address": {"street1": "225 CITY LINE AVE", "street2": "SUITE 200", "city": "BALA CYNWYD", "state": "PA", "zip": "19004", "phone": "8884387488"}, "mail-address": {"street1": "225 CITY LINE AVE", "street2": "SUITE 200", "city": "BALA CYNWYD", "state": "PA", "zip": "19004"}, "former-company": [{"former-conformed-name": "PEGASUS COMMUNICATIONS CORP", "date-changed": "19960723"}, {"former-conformed-name": "PEGASUS COMMUNICATIONS & MEDIA CORP", "date-changed": "19960530"}]}
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): February 5, 2004

                     PEGASUS SATELLITE COMMUNICATIONS, INC.

               (Exact Name of Registrant as Specified in Charter)

          Delaware                       0-21389                 51-0374669
----------------------------    -------------------------   --------------------
(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 5.               Other Events.
                      ------------

         On February 6, 2004, we issued a press release responding to certain
misstatements made in a press release issued by DIRECTV, Inc. on February 5,
2004. Our press release and the DIRECTV press release are attached hereto as
Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by
reference.

         Also on February 5, 2004, our subsidiary, Pegasus Media &
Communications, Inc., and its lenders entered into an amendment to its credit
facility. The amendment, among other things, allows us to incur additional
senior secured debt such that we and Pegasus Media can have total senior secured
debt of up to $650 million.

Item 7.           Financial Statements and Exhibits.

                  (c) Exhibits.

                           99.1     Pegasus press release, February 6, 2004
                                    (which is incorporated herein by reference
                                    to Exhibit 99.1 of Pegasus Communications
                                    Corporation's Form 8-K filed February 6,
                                    2004).

                           99.2     DIRECTV, Inc. press release, February 5,
                                    2004 (which is incorporated herein by
                                    reference to Exhibit 99.2 of Pegasus
                                    Communications Corporation's Form 8-K filed
                                    February 6, 2004).
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 SATELLITE COMMUNICATIONS, INC.

                                 By    /s/ Scott A. Blank
                                   ---------------------------------------------
                                          Scott A. Blank,
                                          Senior Vice President

February 6, 2004
EXHIBIT INDEX

Exhibit No.                Description

99.1                       Pegasus press release, February 6, 2004 (which is
                           incorporated herein by reference to Exhibit 99.1 of
                           Pegasus Communications Corporation's Form 8-K filed
                           February 6, 2004).

99.2                       DIRECTV, Inc. press release, February 5, 2004 (which
                           is incorporated herein by reference to Exhibit 99.2
                           of Pegasus Communications Corporation's Form 8-K
                           filed February 6, 2004).