<PAGE>



   
     As filed with the Securities and Exchange Commission on May 15, 1998
    

                                                   Registration No.


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                       POST-EFFECTIVE AMENDMENT NO. 1 TO
                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933


                      PEGASUS COMMUNICATIONS CORPORATION
              ---------------------------------------------------
               (Exact name of issuer as specified in its charter)

          Delaware                                    51-0374669
-----------------------------               -----------------------------      
(state or other jurisdiction of               (IRS Employer Indentifi-
incorporation or organization)                cation Number)


                 c/o Pegasus Communications Management Company
                     Suite 454, 5 Radnor Corporate Center
                              100 Matsonford Road
                          Radnor, Pennsylvania 19087
              ---------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)


                 PEGASUS COMMUNICATIONS RESTRICTED STOCK PLAN
                 PEGASUS COMMUNICATIONS 1996 STOCK OPTION PLAN
                ----------------------------------------------
                           (Full title of the plans)


           Marshall W. Pagon, President and Chief Executive Officer
                 c/o Pegasus Communications Management Company
                     Suite 454, 5 Radnor Corporate Center
                              100 Matsonford Road
                          Radnor, Pennsylvania 19087
              --------------------------------------------------
                    (Name and address of agent for service)

                                (610) 341-1801
                    --------------------------------------
                    (Telephone number, including area code,
                             of agent for service)

                                  Copies to:
<TABLE>
<CAPTION>


<S>                                                           <C>
Ted S. Lodge, Esq.                                            Michael B. Jordan, Esq.
Pegasus Communications Corporation                            Scott A. Blank, Esq.
c/o Pegasus Communications Management Company                 Drinker Biddle & Reath LLP
5 Radnor Corporate Center, Suite 454                          1100 Philadelphia National Bank Building
100 Matsonford Road                                           1345 Chestnut Street
Radnor, Pennsylvania 19087                                    Philadelphia, Pennsylvania  19107
</TABLE>

<PAGE>





                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>


<S>                 <C>                 <C>                        <C>                       <C>   
                                        Proposed                   Proposed
Titles of           Amount              Maximum                    Maximum
Securities          To Be               Offering                   Aggregate                 Amount of
To Be               Regis-              Price                      Offering                  Registration
Registered          tered               Per Share                  Price                     Fee
----------          -------             ------------               -------------             ------------

   
Class A             1,316,386           $ (2)                      $ (2)                     $4,267.45 (2) (3)
Common              shares (1)
Stock,
par value
$.01 per
share
</TABLE>


(1)  Represents 346,386 shares registered under the Pegasus Communications
     Restricted Stock Plan (the "Restricted Stock Plan") and 970,000 shares
     registered under the Pegasus Communications 1996 Stock Option Plan (the
     "Stock Option Plan" and together with the Restricted Stock Plan, the
     "Plans"). On the original filing of this Registration Statement on Form
     S-8 (File No. 333-22845) on March 5, 1997, 266,386 and 450,000 shares of
     Class A Common Stock were registered under the Restricted Stock Plan and
     Stock Option Plan, respectively. Pursuant to this Post-Effective
     Amendment No. 1, 600,000 additional shares in the aggregate are being
     registered under the Plans. Pursuant to Rule 416(a), this Registration
     Statement also registers such indeterminate number of additional shares
     as may become issuable under the Plans in connection with share splits,
     share dividends or similar transactions.
(2)  Calculated pursuant to Rule 457(h). The proposed maximum offering price
     per share, the proposed maximum aggregate offering price and the amount
     of the registration fee for the 600,000 shares of Class A Common Stock
     being newly registered under the Plans hereby were based, for the 10,000
     shares of Class A Common Stock subject to currently outstanding stock
     options, on the maximum exercise price of $21.375 per share, and, for the
     remaining 590,000 shares, on the average of the high and low sales prices
     of the Class A Common Stock as reported on the Nasdaq National Market on
     May 13, 1998. 
(3)  Paid by wire transfer.
    



<PAGE>



                               EXPLANATORY NOTE

     A Registration Statement on Form S-8 (File No. 333-22845) (the
"Registration Statement") was filed on March 5, 1997 to register 266,386
shares of Class A Common Stock that are issuable under the Pegasus
Communications Restricted Stock Plan (the "Restricted Stock Plan") and 450,000
shares issuable upon the exercise of options that may be granted under the
Pegasus Communications 1996 Stock Option Plan (the "Stock Option Plan" and
together with the Restricted Stock Plan, the "Plans").

     On December 31, 1997, subject to stockholder approval, the Board of
Directors approved amendments to the Restricted Stock Plan and the Stock
Option Plan to increase the number of shares that may be granted under the
Restricted Stock Plan from 270,000 to 350,000 and to increase the maximum
number of shares of Class A Common Stock that may be granted under the Stock
Option Plan from 450,000 to 970,000. Stockholder approval was thereafter
obtained at a special meeting of stockholders held on April 27, 1998.

     This Post-Effective Amendment No. 1 to the Registration Statement is
being filed to (i) register the additional 80,000 and 520,000 shares of Class
A Common Stock that are issuable under the Restricted Stock Plan and the Stock
Option Plan, respectively, and (ii) to include as exhibits the amended
Restricted Stock Plan and the amended Stock Option Plan. Pursuant to general
instruction E to Form S-8, the Registrant incorporates by reference herein the
contents of the Registration Statement.


Item 8.         Exhibits.

Exhibit 4(c)    The  Company's   Restricted  Stock  Plan  (as
                Amended  and  Restated  Effective  as of April  27, 1998).

Exhibit 4(d)    The Company's  1996  Stock  Option  Plan (as Amended  and
                Restated  Effective  as of April  27, 1998).

Exhibit 5(a)    Opinion of Drinker Biddle & Reath LLP.

Exhibit 23(a)   Consent of Coopers & Lybrand L.L.P.

Exhibit 23(b)   Consent  of  Drinker   Biddle  &  Reath  LLP (included in
                their opinion filed as Exhibit 5(a)).

Exhibit 24(a)   Powers of Attorney (included in Signatures and Powers
                of Attorney).

                                    -1-

<PAGE>



                       SIGNATURES AND POWERS OF ATTORNEY

   
     Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned thereunto
duly authorized, at Radnor, Pennsylvania, on this 15th day of May, 1998.
    

                      PEGASUS COMMUNICATIONS CORPORATION


                           By: /s/ Marshall W. Pagon
                               -------------------------------
                              Marshall W. Pagon,
                              Chief Executive Officer and President


     Each person whose signature appears below hereby constitutes and appoints
Marshall W. Pagon, Robert N. Verdecchio and Ted S. Lodge as his or her
attorneys-in-fact and agents, with full power of substitution and
resubstitution for him or her, in any and all capacities, to sign any or all
amendments or post-effective amendments to this Registration Statement, and to
file the same, with exhibits thereto and other documents in connection
therewith, granting unto each of such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying and confirming
all that each of such attorneys-in-fact and agents or his substitutes may do
or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>



        Signature                                            Title                           Date
----------------------------                        ------------------                  -------------
<S>                                                    <C>                                <C>    

   
/s/ Marshall W. Pagon                        President, Chief Executive Officer       May 15, 1998
------------------------------------         and Chairman of the Board
Marshall W. Pagon                            
(Principal Executive Officer)


/s/ Robert N. Verdecchio                     Senior Vice President, Chief             May 15, 1998
------------------------------------         Financial Officer, Assistant          
Robert N. Verdecchio                         Secretary and Director           
(Principal Financial                                                          
 and Accounting Officer)
                    
</TABLE>
    

                                      -2-


<PAGE>





                                                                  
/s/ Michael C. Brooks                        Director               May 15, 1998
------------------------------------
Michael C. Brooks



/s/ Harry F. Hopper III                      Director               May 15, 1998
------------------------------------
Harry F. Hopper III



/s/ James J. McEntee, III                    Director               May 15, 1998
------------------------------------
James J. McEntee, III



/s/ Mary C. Metzger                          Director               May 15, 1998
------------------------------------
Mary C. Metzger



/s/ Riordan B. Smith                         Director               May 15, 1998
------------------------------------
Riordon B. Smith



/s/ Donald W. Weber                          Director               May 15, 1998
------------------------------------
Donald W. Weber

    

                                      -3-


<PAGE>



                                      EXHIBIT INDEX


Exhibit 4(c)                      The  Company's   Restricted
                                  Stock   Plan  (as   Amended   and
                                  Restated  Effective  as of  April
                                  27, 1998).

Exhibit 4(d)                      The  Company's  1996  Stock
                                  Option   Plan  (as   Amended  and
                                  Restated  Effective  as of  April
                                  27, 1998).

Exhibit 5(a)                      Opinion of Drinker Biddle & Reath LLP.

Exhibit 23(a)                     Consent of Coopers & Lybrand L.L.P.



                                      -4-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 12194}]
{"company-data": {"conformed-name": "PEGASUS COMMUNICATIONS CORP", "cik": "0001015629", "assigned-sic": "4833", "irs-number": "510374669", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52755", "film-number": "98622892"}, "business-address": {"street1": "5 RADNOR CORPORATE CTR STE 454", "street2": "100 MATSONFORD RD", "city": "RADNOR", "state": "PA", "zip": "19087", "phone": "6103411801"}, "mail-address": {"street1": "1345 CHESTNUT ST", "street2": "1345 CHESTNUT ST", "city": "PHILADELPHIA", "state": "PA", "zip": "19107-3496"}, "former-company": {"former-conformed-name": "PEGASUS COMMUNICATIONS & MEDIA CORP", "date-changed": "19960530"}}
As filed with the Securities and Exchange Commission on May 15, 1998
    

                                                   Registration No.

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                       POST-EFFECTIVE AMENDMENT NO. 1 TO
                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                      PEGASUS COMMUNICATIONS CORPORATION
              ---------------------------------------------------
               (Exact name of issuer as specified in its charter)

          Delaware                                    51-0374669
-----------------------------               -----------------------------      
(state or other jurisdiction of               (IRS Employer Indentifi-
incorporation or organization)                cation Number)

                 c/o Pegasus Communications Management Company
                     Suite 454, 5 Radnor Corporate Center
                              100 Matsonford Road
                          Radnor, Pennsylvania 19087
              ---------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)

                 PEGASUS COMMUNICATIONS RESTRICTED STOCK PLAN
                 PEGASUS COMMUNICATIONS 1996 STOCK OPTION PLAN
                ----------------------------------------------
                           (Full title of the plans)

           Marshall W. Pagon, President and Chief Executive Officer
                 c/o Pegasus Communications Management Company
                     Suite 454, 5 Radnor Corporate Center
                              100 Matsonford Road
                          Radnor, Pennsylvania 19087
              --------------------------------------------------
                    (Name and address of agent for service)

                                (610) 341-1801
                    --------------------------------------
                    (Telephone number, including area code,
                             of agent for service)

                                  Copies to:
Ted S. Lodge, Esq.                                            Michael B. Jordan, Esq.
Pegasus Communications Corporation                            Scott A. Blank, Esq.
c/o Pegasus Communications Management Company                 Drinker Biddle & Reath LLP
5 Radnor Corporate Center, Suite 454                          1100 Philadelphia National Bank Building
100 Matsonford Road                                           1345 Chestnut Street
Radnor, Pennsylvania 19087                                    Philadelphia, Pennsylvania  19107
CALCULATION OF REGISTRATION FEE
Proposed                   Proposed
Titles of           Amount              Maximum                    Maximum
Securities          To Be               Offering                   Aggregate                 Amount of
To Be               Regis-              Price                      Offering                  Registration
Registered          tered               Per Share                  Price                     Fee
----------          -------             ------------               -------------             ------------

   
Class A             1,316,386           $ (2)                      $ (2)                     $4,267.45 (2) (3)
Common              shares (1)
Stock,
par value
$.01 per
share
(1)  Represents 346,386 shares registered under the Pegasus Communications
     Restricted Stock Plan (the "Restricted Stock Plan") and 970,000 shares
     registered under the Pegasus Communications 1996 Stock Option Plan (the
     "Stock Option Plan" and together with the Restricted Stock Plan, the
     "Plans"). On the original filing of this Registration Statement on Form
     S-8 (File No. 333-22845) on March 5, 1997, 266,386 and 450,000 shares of
     Class A Common Stock were registered under the Restricted Stock Plan and
     Stock Option Plan, respectively. Pursuant to this Post-Effective
     Amendment No. 1, 600,000 additional shares in the aggregate are being
     registered under the Plans. Pursuant to Rule 416(a), this Registration
     Statement also registers such indeterminate number of additional shares
     as may become issuable under the Plans in connection with share splits,
     share dividends or similar transactions.
(2)  Calculated pursuant to Rule 457(h). The proposed maximum offering price
     per share, the proposed maximum aggregate offering price and the amount
     of the registration fee for the 600,000 shares of Class A Common Stock
     being newly registered under the Plans hereby were based, for the 10,000
     shares of Class A Common Stock subject to currently outstanding stock
     options, on the maximum exercise price of $21.375 per share, and, for the
     remaining 590,000 shares, on the average of the high and low sales prices
     of the Class A Common Stock as reported on the Nasdaq National Market on
     May 13, 1998. 
(3)  Paid by wire transfer.
EXPLANATORY NOTE

     A Registration Statement on Form S-8 (File No. 333-22845) (the
"Registration Statement") was filed on March 5, 1997 to register 266,386
shares of Class A Common Stock that are issuable under the Pegasus
Communications Restricted Stock Plan (the "Restricted Stock Plan") and 450,000
shares issuable upon the exercise of options that may be granted under the
Pegasus Communications 1996 Stock Option Plan (the "Stock Option Plan" and
together with the Restricted Stock Plan, the "Plans").

     On December 31, 1997, subject to stockholder approval, the Board of
Directors approved amendments to the Restricted Stock Plan and the Stock
Option Plan to increase the number of shares that may be granted under the
Restricted Stock Plan from 270,000 to 350,000 and to increase the maximum
number of shares of Class A Common Stock that may be granted under the Stock
Option Plan from 450,000 to 970,000. Stockholder approval was thereafter
obtained at a special meeting of stockholders held on April 27, 1998.

     This Post-Effective Amendment No. 1 to the Registration Statement is
being filed to (i) register the additional 80,000 and 520,000 shares of Class
A Common Stock that are issuable under the Restricted Stock Plan and the Stock
Option Plan, respectively, and (ii) to include as exhibits the amended
Restricted Stock Plan and the amended Stock Option Plan. Pursuant to general
instruction E to Form S-8, the Registrant incorporates by reference herein the
contents of the Registration Statement.

Item 8.         Exhibits.

Exhibit 4(c)    The  Company's   Restricted  Stock  Plan  (as
                Amended  and  Restated  Effective  as of April  27, 1998).

Exhibit 4(d)    The Company's  1996  Stock  Option  Plan (as Amended  and
                Restated  Effective  as of April  27, 1998).

Exhibit 5(a)    Opinion of Drinker Biddle & Reath LLP.

Exhibit 23(a)   Consent of Coopers & Lybrand L.L.P.

Exhibit 23(b)   Consent  of  Drinker   Biddle  &  Reath  LLP (included in
                their opinion filed as Exhibit 5(a)).

Exhibit 24(a)   Powers of Attorney (included in Signatures and Powers
                of Attorney).

                                    -1-
SIGNATURES AND POWERS OF ATTORNEY

   
     Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned thereunto
duly authorized, at Radnor, Pennsylvania, on this 15th day of May, 1998.
    

                      PEGASUS COMMUNICATIONS CORPORATION

                           By: /s/ Marshall W. Pagon
                               -------------------------------
                              Marshall W. Pagon,
                              Chief Executive Officer and President

     Each person whose signature appears below hereby constitutes and appoints
Marshall W. Pagon, Robert N. Verdecchio and Ted S. Lodge as his or her
attorneys-in-fact and agents, with full power of substitution and
resubstitution for him or her, in any and all capacities, to sign any or all
amendments or post-effective amendments to this Registration Statement, and to
file the same, with exhibits thereto and other documents in connection
therewith, granting unto each of such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying and confirming
all that each of such attorneys-in-fact and agents or his substitutes may do
or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                                            Title                           Date
----------------------------                        ------------------                  -------------
/s/ Marshall W. Pagon                        President, Chief Executive Officer       May 15, 1998
------------------------------------         and Chairman of the Board
Marshall W. Pagon                            
(Principal Executive Officer)

/s/ Robert N. Verdecchio                     Senior Vice President, Chief             May 15, 1998
------------------------------------         Financial Officer, Assistant          
Robert N. Verdecchio                         Secretary and Director           
(Principal Financial                                                          
 and Accounting Officer)
-2-
/s/ Michael C. Brooks                        Director               May 15, 1998
------------------------------------
Michael C. Brooks

/s/ Harry F. Hopper III                      Director               May 15, 1998
------------------------------------
Harry F. Hopper III

/s/ James J. McEntee, III                    Director               May 15, 1998
------------------------------------
James J. McEntee, III

/s/ Mary C. Metzger                          Director               May 15, 1998
------------------------------------
Mary C. Metzger

/s/ Riordan B. Smith                         Director               May 15, 1998
------------------------------------
Riordon B. Smith

/s/ Donald W. Weber                          Director               May 15, 1998
------------------------------------
Donald W. Weber

    

                                      -3-
EXHIBIT INDEX

Exhibit 4(c)                      The  Company's   Restricted
                                  Stock   Plan  (as   Amended   and
                                  Restated  Effective  as of  April
                                  27, 1998).

Exhibit 4(d)                      The  Company's  1996  Stock
                                  Option   Plan  (as   Amended  and
                                  Restated  Effective  as of  April
                                  27, 1998).

Exhibit 5(a)                      Opinion of Drinker Biddle & Reath LLP.

Exhibit 23(a)                     Consent of Coopers & Lybrand L.L.P.

                                      -4-