EXHIBIT 10.24

                                                                  EXECUTION COPY


                       THIRD AMENDMENT, CONSENT AND WAIVER
                       -----------------------------------


                  THIRD AMENDMENT, CONSENT AND WAIVER TO THE AMENDED AND
RESTATED CREDIT AGREEMENT (this "Amendment"), dated as of January 20, 2000,
among GOLDEN SKY HOLDINGS, INC., a corporation organized and existing under the
laws of the State of Delaware ("Holdings"), GOLDEN SKY SYSTEMS, INC., a
corporation organized and existing under the laws of the State of Delaware (the
"Borrower"), the Banks party hereto from time to time, PARIBAS (formerly known
as Banque Paribas), as Syndication Agent, FLEET NATIONAL BANK, as Administrative
Agent, and GENERAL ELECTRIC CAPITAL CORPORATION, as Documentation Agent. Unless
otherwise defined herein, all capitalized terms used herein shall have the
respective meanings provided such terms in the Credit Agreement referred to
below.



                              W I T N E S S E T H:
                              - - - - - - - - - -


                  WHEREAS, the Borrower, the Banks, the Agents and the
Documentation Agent are parties to an Amended and Restated Credit Agreement,
dated as of July 7, 1997, amended and restated as of May 8, 1998 (as amended,
modified and supplemented to the date hereof, the "Credit Agreement"); and

                  WHEREAS, the parties hereto wish to consent to certain actions
and waive certain provisions of the Credit Agreement; and

                  WHEREAS, the parties hereto wish to amend the Credit Agreement
as herein provided;

                  NOW, THEREFORE, it is agreed:

                  1. Section 7.20 of the Credit Agreement shall be amended by
deleting such section in its entirety and inserting in lieu thereof the
following new section:

                  "7.20 Corporate Separateness. Holdings will, and will cause
each of its Subsidiaries to, satisfy customary corporate formalities, including
the maintenance of corporate records. Neither Holdings nor any Subsidiary of
Holdings shall make any payment to a creditor of Pegasus or any other Subsidiary
of Pegasus in respect of any liability of Pegasus or any such Subsidiary, and no
bank account of Pegasus or any other Subsidiary of Pegasus shall be commingled
with any bank account of Holdings or any Subsidiary of Holdings. Any financial
statements distributed to any creditors of Pegasus and its Subsidiaries shall,
to the extent permitted by generally accepted accounting principles, clearly
establish the corporate separateness of Pegasus and its Subsidiaries from
Holdings and each of Holding's Subsidiaries. Neither Holdings nor any of its
Subsidiaries shall take any action, or conduct its affairs in a manner, which is
likely to result in the corporate existence of Pegasus and its Subsidiaries on
the one hand and of Holdings or any Subsidiary of the Holdings on the other hand
being ignored, or in the assets and liabilities of Holdings or any Subsidiary of
Holdings being substantively consolidated with those of Pegasus and its
Subsidiaries in a bankruptcy, reorganization or other insolvency proceeding; it
being understood that Pegasus shall be permitted to file tax returns on a
consolidated basis with its Subsidiaries."

                  2. Section 8.06 of the Credit Agreement is hereby amended by
inserting the following new sentence immediately after the end of such section:

                  "Notwithstanding anything to the contrary contained above,
Holdings will not, and will not permit any of its Subsidiaries to, enter into
any transaction with Pegasus or any Subsidiary of Pegasus (other than Holdings
and its Subsidiaries), except for cost allocation arrangements which require
each entity to pay its pro rata share of the overhead and customer care costs
based on the number of subscribers and regional dealers and support costs based
on the number of subscriber additions."

                  3. Section 9 of the Credit Agreement is hereby amended by (x)
inserting a semi-colon and the word "or" in lieu of the period at the end of
Section 9.12 and (y) inserting the following new Section 9.13:

                  "9.13 Offer to Purchase. Holdings or its Subsidiaries shall
become obligated to pay more than $25,000,000 to repurchase debt securities as a
result of any "change-in-control" offers required to be made by Holdings or any
of its subsidiaries to holders of outstanding debt securities of Holdings or any
of its subsidiaries."

                  4. Section 10 of the Credit Agreement is hereby amended by
inserting the following new definition in the appropriate alphabetical order
therein:

                  "Pegasus" shall mean the Pegasus Communications Corporation."

                  5. The definition of "Change in Control" in Section 10 of the
Credit Agreement is hereby amended by inserting the following phrase at the end
thereof:

                  "Notwithstanding the foregoing, "Change in Control" shall not
include any change in control which results from the Agreement and Plan of
Merger, dated January 10, 2000, among Pegasus and certain of its shareholders,
Pegasus GSS Merger Sub, Inc., Holdings and certain of its shareholders."

                  6. Notwithstanding anything to the contrary contained in the
Credit Agreement, including without limitation, Section 8.02, the Banks hereby
consent to the merger (the "Merger") of Holdings with Pegasus GSS Merger Sub,
Inc. effected in accordance with the terms of the Agreement and Plan of Merger,
dated January 10, 2000, among Pegasus Communication Corporation ("Pegasus") and
certain of its shareholders, Pegasus GSS Merger Sub, Inc., Holdings and certain
of its shareholders (the " Merger Agreement"), without waivers of any conditions
thereunder, so long as such Merger is consummated not later than June 30, 2000.

                  7. Notwithstanding anything to the contrary contained in
Section 8.18 of the Credit Agreement, the Banks hereby waive the restrictions
contained in Section 8.18 to the extent same would prohibit Holdings from
amending its Certificate of Incorporation, By-Laws or Shareholders' Agreement in
order to consummate the Merger, provided, that such modifications or amendments
are in form and substance satisfactory to the Agents.

                  8. Holdings, by its signature below, hereby confirms and
agrees that its obligations pursuant to the Credit Agreement, the Credit
Documents, Holdings Pledge Agreement and the guaranty issued by Holdings
pursuant to Section 13 of the Credit Agreement shall remain in full force and
effect after giving effect to this Third Amendment.

                  9. In order to induce the Banks to enter into this Amendment,
the Borrower hereby represents and warrants that (i) no Default or Event of
Default shall exist, both before and after giving effect to this Amendment
(which has not been cured or waived by this Amendment) and (ii) all of the
representations, warranties and agreements contained in the Credit Documents
shall be true and correct in all material respects, in each case on the Third
Amendment Effective Date, both before and after giving effect to this Amendment.

                  10. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.

                  11. This Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Agents.

                  12. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.

                  13. This Amendment shall become effective on the date (the
"Third Amendment Effective Date") when (i) the Banks shall have received true
and correct copies of the Merger Agreement in form and substance satisfactory to
the Required Banks, (ii) the Agents shall have received an opinion from
McDermott, Will & Emery, counsel to Holdings, addressed to the Agents and the
Banks, dated the Third Amendment Effective Date, in form and substance
satisfactory to the Agents, and to the effect that the execution, performance
and delivery of the Merger Agreement does not breach any material contracts that
Holdings or any of its Subsidiaries are a party to, (iii) the Agents shall have
received an opinion from Drinker Biddle & Reath LLP, counsel to Pegasus and
Pegasus GSS Merger Sub, Inc., addressed to the Agents and the Banks, dated the
Third Amendment Effective Date, in form and substance satisfactory to the
Agents, and to the effect that the execution, performance and delivery of the
Merger Agreement does not breach any material contracts that Pegasus or any of
its Subsidiaries are a party to, (iv) each Credit Party, the Agents, the
Documentation Agent and the Required Banks shall have signed a counterpart
hereof (whether the same or different counterparts) and shall have delivered
(including by way of facsimile transmission) the same to the Administrative
Agent at its Notice Office and (v) the Borrower shall have paid all fees and
expenses then owing to the Banks (including, without limitation, legal fees and
expenses) with respect to this Amendment.

                  14. From and after the Third Amendment Effective Date, all
references in the Credit Agreement and each of the Credit Documents to the
Credit Agreement shall be deemed to be references to such Credit Agreement as
amended hereby.

                                      * * *

<PAGE>



                  IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.



                                        GOLDEN SKY HOLDINGS, INC.


                                        By:
                                           -------------------------------------
                                             Name:
                                             Title:
                                        GOLDEN SKY SYSTEMS, INC.


                                        By:
                                           -------------------------------------
                                             Name:
                                             Title:





<PAGE>



                                        PARIBAS,
                                           Individually and as Syndication Agent
                                           and Managing Agent


                                        By:
                                           -------------------------------------
                                             Name:
                                             Title:





<PAGE>



                                        FLEET NATIONAL BANK,
                                          Individually and as Administrative
                                          Agent and Managing Agent


                                        By:
                                           -------------------------------------
                                             Name:
                                             Title:








<PAGE>




                                       GENERAL ELECTRIC CAPITAL CORPORATION,
                                         Individually and as Documentation Agent



                                       By:
                                           -------------------------------------
                                            Name:
                                            Title:



<PAGE>



                                       PAMCO CAYMEN LTD.
                                       By:  HIGHLAND CAPITAL MANAGEMENT, L.P.,
                                                   as Collateral Manager


                                       By:
                                           -------------------------------------
                                            Name:
                                             Title:



                                       PAM CAPITAL FUNDING, L.P.
                                       By:  HIGHLAND CAPITAL MANAGEMENT, L.P.
                                                  as Collateral Manager



                                       By:
                                           -------------------------------------
                                            Name:
                                            Title:



<PAGE>



                                       CITIZENS BANK OF MASSACHUSETTS



                                       By:
                                           -------------------------------------
                                            Name:
                                            Title:



<PAGE>



                                       UNION BANK OF CALIFORNIA



                                       By:
                                           -------------------------------------
                                            Name:
                                            Title:



<PAGE>



                                       IBJ WHITEHALL FINANCIAL GROUP



                                       By:
                                           -------------------------------------
                                            Name:
                                            Title:



<PAGE>



                                       FREMONT FINANCIAL CORPORATION



                                       By:
                                           -------------------------------------
                                            Name:
                                            Title:




<PAGE>



                                       DLJ CAPITAL FUNDING, INC.



                                       By:
                                           -------------------------------------
                                            Name:
                                            Title:





<PAGE>


The undersigned hereby
acknowledge and consent
to the execution of the foregoing
amendment and transactions provided
for herein.


GOLDEN SKY HOLDINGS, INC.


By:
   -----------------------------------------
     Name:
     Title:



GOLDEN SKY SYSTEMS, INC.


By:
   -----------------------------------------
     Name:
     Title:



ARGOS SUPPORT SERVICES COMPANY


By:
   -----------------------------------------
     Name:
     Title:



PRIMEWATCH, INC.


By:
   -----------------------------------------
     Name:
     Title: