<PAGE>

    As filed with the Securities and Exchange Commission on March 5, 1997

                                                           Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    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 SAVINGS PLAN
                 PEGASUS COMMUNICATIONS PUERTO RICO SAVINGS 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)

                                    Copy to:
                             Michael B. Jordan, Esq.
                             Drinker Biddle & Reath
                    1100 Philadelphia National Bank Building
                              1345 Chestnut Street
                        Philadelphia, Pennsylvania 19107



<PAGE>





                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>                               
                                        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**
----------          -------             ------------               -------------             ------------

<S>                 <C>                 <C>                        <C>                       <C>
Class A             205,000             $11.81                     $2,421,050                $734
Common              shares*
Stock,
par value
$.01 per
share
</TABLE>


*        Represents 205,000 shares registered under the Pegasus Communications
         Savings Plan and the Pegasus Communications Puerto Rico Savings Plan.
         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. In addition, pursuant to Rule 416(c), this
         registration statement also covers an indeterminate amount of interests
         to be offered or sold pursuant to the Pegasus Communications Savings
         Plan and the Pegasus Communications Puerto Rico Savings Plan.

**       Calculated pursuant to Rule 457(h). The price is computed based upon
         $11.81, the average of the highest and lowest selling prices of the
         Company's Class A Common Stock on February 26, 1997, as reported by the
         Nasdaq National Market.




<PAGE>



          PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


        (Not required to be filed as part of this Registration Statement)


          PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

                  Pegasus Communications Corporation (the "Company"), the
Pegasus Communications Savings Plan (the "Savings Plan") and the Pegasus
Communications Puerto Rico Savings Plan (the "Puerto Rico Savings Plan") hereby
incorporate into this Registration Statement by reference the following
documents:

                  1.       The Prospectus from the Company's Registration
                           Statement on Form S-1 (File No. 333-18739) filed
                           pursuant to Rule 424(b)(4) under the Securities
                           Act of 1933, as amended (the "Securities Act"),
                           with the Securities and Exchange Commission on
                           January 23, 1997.

                  2.       The Company's Reports on Form 8-K filed with the
                           Securities and Exchange Commission on October 22,
                           1996, November 25, 1996 and February 18, 1997.

                  3.       The description of the Company's Common Stock which
                           is incorporated by reference into the Company's
                           Registration Statement on Form 8-A filed under the
                           Securities Exchange Act of 1934, as amended (the
                           "Exchange Act"), on September 18, 1996, including any
                           amendment or report filed for the purpose of updating
                           such description.

                  All reports subsequently filed by the Company, the Savings
Plan and the Puerto Rico Savings Plan pursuant to Section 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of the Registration Statement and prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for the purposes hereof to the extent that a
statement contained herein (or in any subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part hereof.

                                       R-1

<PAGE>




Item 4.           Description of Securities.

                  Not applicable


Item 5.           Interests of Named Experts and Counsel.

                  Michael B. Jordan, an Assistant Secretary of the Company, is a
partner in Drinker Biddle & Reath. Drinker Biddle & Reath is counsel to the
Company and assisted the Company in the preparation of this Registration
Statement.


Item 6.           Indemnification of Directors and Officers.

                  The Company's Amended and Restated Certificate of
Incorporation provides that a director of the Company shall have no personal
liability to the Company or to its stockholders for monetary damages for breach
of fiduciary duty as a director except to the extent that Section 102(b)(7) (or
any successor provision) of the Delaware General Corporation Law, as amended
from time to time, expressly provides that the liability of a director may not
be eliminated or limited.

                  Article 6 of the Company's By-Laws provides that any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was a director or officer of the Company, or is or was serving while a director
or officer of the Company at the request of the Company as a director, officer,
employee, agent, fiduciary or other representative of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
shall be indemnified by the Company against expenses (including attorneys'
fees), judgments, fines, excise taxes and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit or
proceeding to the full extent permissible under Delaware law. Article 6 also
provides that any person who is claiming indemnification under the Company's
By-Laws is entitled to advances from the Company for the payment of expenses
incurred by such person in the manner and to the full extent permitted under
Delaware law.


Item 7.           Exemption from Registration Claimed.

                  Not applicable.



                                       R-2

<PAGE>



Item 8.           Exhibits.

Exhibit 4(a)              The Company's Certificate of Incorporation, as
                          amended (which is incorporated by reference to Exhibit
                          3.1 to the Company's Registration Statement on Form
                          S-1 (File No. 333-05057)).

Exhibit 4(b)              Certificate of Designation, Preferences and Relative
                          Participating, Optional and Other Special Rights of
                          Preferred Stock and Qualifications, Limitations and
                          Restrictions Thereof (which is incorporated by
                          reference to Exhibit 3.3 to the Company's Registration
                          Statement on Form S-1 (File No. 333-18739)).

Exhibit 4(c)              The Company's Savings Plan, as amended by Amendment
                          No. 1 and Amendment No. 2.

Exhibit 4(d)              The Company's Puerto Rico Savings Plan.

Exhibit 5(a)              Opinion of Drinker Biddle & Reath

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

Exhibit 23(b)             Consent of Herbein + Company, Inc.

Exhibit 23(c)             Consent of Ernst & Young LLP

Exhibit 23(d)             Consent of Deloitte & Touche LLP

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



                                       R-3

<PAGE>



Item 9.           Undertakings.

                  The undersigned registrants hereby undertake:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;

                           (i) To include any prospectus required by section
10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in value and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" Table in the effective registration statement;
and

                           (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

                    provided, however, that paragraph (i) and
(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.


                                       R-4

<PAGE>



         The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of the
registrants' annual reports pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrants pursuant to the foregoing provisions, or otherwise, the registrants
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrants in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrants will, unless in the opinion of their counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by them is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       R-5

<PAGE>



                        SIGNATURES AND POWER OF ATTORNEY

                  Pursuant to the requirements of the Securities Act of 1933,
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 5th day of March, 1997.

                                  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,
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           March 5, 1997
---------------------           Executive Officer                          
Marshall W. Pagon               and Chairman of                              
(Principal                      the Board                                    
Executive Officer)                
                                  

                                       R-6

<PAGE>



/s/ Robert N. Verdecchio        Senior Vice                March 5, 1997   
------------------------        President, Chief  
Robert N. Verdecchio            Financial Officer 
(Principal                      and Assistant     
Financial and                   Secretary         
Accounting                      
Officer)     


/s/ James J. McEntee, III       Director                   March 5, 1997
-------------------------
James J. McEntee, III


/s/ Mary C. Metzger             Director                   March 5, 1997
-------------------------
Mary C. Metzger


/s/ Donald W. Weber             Director                   March 5, 1997
-------------------------
Donald W. Weber

                                       R-7

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the Pegasus Communications Savings Plan ("Savings Plan") has
duly caused this registration statement to be signed on behalf of the Savings
Plan by the undersigned, thereunder duly authorized, on March 5, 1997.


                                          PEGASUS COMMUNICATIONS SAVINGS PLAN



                                          By: /s/ Robert N. Verdecchio
                                             -------------------------
                                              Robert N. Verdecchio

                                          Title:  Member, Pegasus
                                          Communications Savings Plan,
                                          Savings Plan Committee

                                       R-8

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the Pegasus Communications Puerto Rico Savings Plan ("Puerto
Rico Savings Plan") has duly caused this registration statement to be signed on
behalf of the Puerto Rico Savings Plan by the undersigned, thereunder duly
authorized, on March 5, 1997.


                           PEGASUS COMMUNICATIONS PUERTO RICO SAVINGS PLAN



                           By: /s/ Robert N. Verdecchio
                              -------------------------
                               Robert N. Verdecchio

                           Title: Member, Pegasus Communications Puerto Rico
                           Savings Plan, Savings Plan Committee

                                       R-9

<PAGE>



                                  EXHIBIT INDEX

Description                                                            Number
-----------                                                            ------

Pegasus Communications Corporation
     Savings Plan, as amended by
     Amendment No. 1 and Amend-
     ment No. 2                                                        4(c)

Pegasus Communications Corporation
         Puerto Rico Savings Plan                                      4(d)

Opinion of Drinker Biddle & Reath                                      5(a)

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

Consent of Herbein + Company, Inc.                                     23(b)

Consent of Ernst & Young LLP                                           23(c)

Consent of Deloitte & Touche LLP                                       23(d)


                                      R-10
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21091}]
{"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": "333-22823", "film-number": "97551135"}, "business-address": {"street1": "5 RADNOR CORPORATE CENTER STE 454", "street2": "100 MATSONFORD ROAD", "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 March 5, 1997

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    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 SAVINGS PLAN
                 PEGASUS COMMUNICATIONS PUERTO RICO SAVINGS 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)

                                    Copy to:
                             Michael B. Jordan, Esq.
                             Drinker Biddle & Reath
                    1100 Philadelphia National Bank Building
                              1345 Chestnut Street
                        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             205,000             $11.81                     $2,421,050                $734
Common              shares*
Stock,
par value
$.01 per
share
*        Represents 205,000 shares registered under the Pegasus Communications
         Savings Plan and the Pegasus Communications Puerto Rico Savings Plan.
         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. In addition, pursuant to Rule 416(c), this
         registration statement also covers an indeterminate amount of interests
         to be offered or sold pursuant to the Pegasus Communications Savings
         Plan and the Pegasus Communications Puerto Rico Savings Plan.

**       Calculated pursuant to Rule 457(h). The price is computed based upon
         $11.81, the average of the highest and lowest selling prices of the
         Company's Class A Common Stock on February 26, 1997, as reported by the
         Nasdaq National Market.
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        (Not required to be filed as part of this Registration Statement)

          PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  Pegasus Communications Corporation (the "Company"), the
Pegasus Communications Savings Plan (the "Savings Plan") and the Pegasus
Communications Puerto Rico Savings Plan (the "Puerto Rico Savings Plan") hereby
incorporate into this Registration Statement by reference the following
documents:

                  1.       The Prospectus from the Company's Registration
                           Statement on Form S-1 (File No. 333-18739) filed
                           pursuant to Rule 424(b)(4) under the Securities
                           Act of 1933, as amended (the "Securities Act"),
                           with the Securities and Exchange Commission on
                           January 23, 1997.

                  2.       The Company's Reports on Form 8-K filed with the
                           Securities and Exchange Commission on October 22,
                           1996, November 25, 1996 and February 18, 1997.

                  3.       The description of the Company's Common Stock which
                           is incorporated by reference into the Company's
                           Registration Statement on Form 8-A filed under the
                           Securities Exchange Act of 1934, as amended (the
                           "Exchange Act"), on September 18, 1996, including any
                           amendment or report filed for the purpose of updating
                           such description.

                  All reports subsequently filed by the Company, the Savings
Plan and the Puerto Rico Savings Plan pursuant to Section 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of the Registration Statement and prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for the purposes hereof to the extent that a
statement contained herein (or in any subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part hereof.

                                       R-1
Item 4.           Description of Securities.

                  Not applicable

Item 5.           Interests of Named Experts and Counsel.

                  Michael B. Jordan, an Assistant Secretary of the Company, is a
partner in Drinker Biddle & Reath. Drinker Biddle & Reath is counsel to the
Company and assisted the Company in the preparation of this Registration
Statement.

Item 6.           Indemnification of Directors and Officers.

                  The Company's Amended and Restated Certificate of
Incorporation provides that a director of the Company shall have no personal
liability to the Company or to its stockholders for monetary damages for breach
of fiduciary duty as a director except to the extent that Section 102(b)(7) (or
any successor provision) of the Delaware General Corporation Law, as amended
from time to time, expressly provides that the liability of a director may not
be eliminated or limited.

                  Article 6 of the Company's By-Laws provides that any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was a director or officer of the Company, or is or was serving while a director
or officer of the Company at the request of the Company as a director, officer,
employee, agent, fiduciary or other representative of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
shall be indemnified by the Company against expenses (including attorneys'
fees), judgments, fines, excise taxes and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit or
proceeding to the full extent permissible under Delaware law. Article 6 also
provides that any person who is claiming indemnification under the Company's
By-Laws is entitled to advances from the Company for the payment of expenses
incurred by such person in the manner and to the full extent permitted under
Delaware law.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

                                       R-2
Item 8.           Exhibits.

Exhibit 4(a)              The Company's Certificate of Incorporation, as
                          amended (which is incorporated by reference to Exhibit
                          3.1 to the Company's Registration Statement on Form
                          S-1 (File No. 333-05057)).

Exhibit 4(b)              Certificate of Designation, Preferences and Relative
                          Participating, Optional and Other Special Rights of
                          Preferred Stock and Qualifications, Limitations and
                          Restrictions Thereof (which is incorporated by
                          reference to Exhibit 3.3 to the Company's Registration
                          Statement on Form S-1 (File No. 333-18739)).

Exhibit 4(c)              The Company's Savings Plan, as amended by Amendment
                          No. 1 and Amendment No. 2.

Exhibit 4(d)              The Company's Puerto Rico Savings Plan.

Exhibit 5(a)              Opinion of Drinker Biddle & Reath

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

Exhibit 23(b)             Consent of Herbein + Company, Inc.

Exhibit 23(c)             Consent of Ernst & Young LLP

Exhibit 23(d)             Consent of Deloitte & Touche LLP

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

                                       R-3
Item 9.           Undertakings.

                  The undersigned registrants hereby undertake:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;

                           (i) To include any prospectus required by section
10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in value and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" Table in the effective registration statement;
and

                           (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;

                    provided, however, that paragraph (i) and
(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                                       R-4
The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of the
registrants' annual reports pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrants pursuant to the foregoing provisions, or otherwise, the registrants
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrants in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrants will, unless in the opinion of their counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by them is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       R-5
SIGNATURES AND POWER OF ATTORNEY

                  Pursuant to the requirements of the Securities Act of 1933,
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 5th day of March, 1997.

                                  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,
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           March 5, 1997
---------------------           Executive Officer                          
Marshall W. Pagon               and Chairman of                              
(Principal                      the Board                                    
Executive Officer)                
                                  

                                       R-6
/s/ Robert N. Verdecchio        Senior Vice                March 5, 1997   
------------------------        President, Chief  
Robert N. Verdecchio            Financial Officer 
(Principal                      and Assistant     
Financial and                   Secretary         
Accounting                      
Officer)     

/s/ James J. McEntee, III       Director                   March 5, 1997
-------------------------
James J. McEntee, III

/s/ Mary C. Metzger             Director                   March 5, 1997
-------------------------
Mary C. Metzger

/s/ Donald W. Weber             Director                   March 5, 1997
-------------------------
Donald W. Weber

                                       R-7
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the Pegasus Communications Savings Plan ("Savings Plan") has
duly caused this registration statement to be signed on behalf of the Savings
Plan by the undersigned, thereunder duly authorized, on March 5, 1997.

                                          PEGASUS COMMUNICATIONS SAVINGS PLAN

                                          By: /s/ Robert N. Verdecchio
                                             -------------------------
                                              Robert N. Verdecchio

                                          Title:  Member, Pegasus
                                          Communications Savings Plan,
                                          Savings Plan Committee

                                       R-8
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the Pegasus Communications Puerto Rico Savings Plan ("Puerto
Rico Savings Plan") has duly caused this registration statement to be signed on
behalf of the Puerto Rico Savings Plan by the undersigned, thereunder duly
authorized, on March 5, 1997.

                           PEGASUS COMMUNICATIONS PUERTO RICO SAVINGS PLAN

                           By: /s/ Robert N. Verdecchio
                              -------------------------
                               Robert N. Verdecchio

                           Title: Member, Pegasus Communications Puerto Rico
                           Savings Plan, Savings Plan Committee

                                       R-9
EXHIBIT INDEX

Description                                                            Number
-----------                                                            ------

Pegasus Communications Corporation
     Savings Plan, as amended by
     Amendment No. 1 and Amend-
     ment No. 2                                                        4(c)

Pegasus Communications Corporation
         Puerto Rico Savings Plan                                      4(d)

Opinion of Drinker Biddle & Reath                                      5(a)

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

Consent of Herbein + Company, Inc.                                     23(b)

Consent of Ernst & Young LLP                                           23(c)

Consent of Deloitte & Touche LLP                                       23(d)

                                      R-10