<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 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)

                                    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


                              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         716,386         $11.81            $8,460,519          $2,564
Common          shares*
Stock,
par value
$.01 per
share


*    Represents 266,386 shares registered under the Pegasus Communications
     Restricted Stock Plan and 450,000 shares registered under the Pegasus
     Communications 1996 Stock Option 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.

**   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") hereby incorporates
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 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.

Item 4.  Description of Securities.


                                       R-1

<PAGE>



         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 Restricted Stock Plan (which is incorporated by
              reference to Exhibit 10.28 to the Company's Registration Statement
              on Form S-1 (File No. 333-05057)).

Exhibit 4(d)  The Company's 1996 Stock Option Plan (which is incorporated by
              reference to Exhibit 10.30 to the Company's Registration
              Statement on Form S-1 (File No. 333-05057)).

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)).


Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

         (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

                                       R-3

<PAGE>

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.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's 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

                                       R-4

<PAGE>

controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has 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 registrant 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 registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it 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 Financial and           and Assistant
Accounting Officer)                Secretary         



/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>



                                  EXHIBIT INDEX

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

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-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17749}]
{"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": "333-22845", "film-number": "97551337"}, "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 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)

                                    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         716,386         $11.81            $8,460,519          $2,564
Common          shares*
Stock,
par value
$.01 per
share

*    Represents 266,386 shares registered under the Pegasus Communications
     Restricted Stock Plan and 450,000 shares registered under the Pegasus
     Communications 1996 Stock Option 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.

**   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") hereby incorporates
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 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.

Item 4.  Description of Securities.

                                       R-1
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 Restricted Stock Plan (which is incorporated by
              reference to Exhibit 10.28 to the Company's Registration Statement
              on Form S-1 (File No. 333-05057)).

Exhibit 4(d)  The Company's 1996 Stock Option Plan (which is incorporated by
              reference to Exhibit 10.30 to the Company's Registration
              Statement on Form S-1 (File No. 333-05057)).

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)).

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

         (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

                                       R-3
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.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's 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

                                       R-4
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has 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 registrant 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 registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it 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 Financial and           and Assistant
Accounting Officer)                Secretary         

/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
EXHIBIT INDEX

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

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-8