<PAGE>
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            -------------------------
                                   FORM 10-K/A

                                 AMENDMENT NO. 1

                /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.
                   For the fiscal year ended December 31, 2002
                                       OR

              / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.
                For the transition period from_______ to _______

                         Commission File Number 0-32383

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

                     Delaware                                23-3070336
                     --------                                ----------
          (State or other jurisdiction of                   (IRS  Employer
          incorporation or organization)                  Identification No.)

     c/o Pegasus Communications Management Company
    225 City Line Avenue, Suite 200, Bala Cynwyd, PA             19004
    ------------------------------------------------             -----
        (Address of principal executive offices)               (Zip Code)

       Registrant's telephone number, including area code: (888) 438-7488
                                 --------------
        Securities registered pursuant to Section 12(b) of the Act: None
           Securities registered pursuant to Section 12(g) of the Act:
                      Class A Common Stock, Par Value $0.01
                               -------------------

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No __

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. /X/

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act).   Yes__  No /X/

         The aggregate market value of the voting stock (Class A Common Stock)
held by nonaffiliates of the registrant as of the last business day of the
registrant's most recently completed second fiscal quarter on June 28, 2002 was
approximately $36,447,377 based on the closing price of the Class A Common Stock
on such date on the Nasdaq National Market. (Reference is made to the paragraph
captioned Calculation of Aggregate Market Value of Nonaffiliate Shares of Part
II, Item 5 herein for a statement of assumptions upon which this calculation is
based.)

         Number of shares of each class of the registrant's common stock
outstanding as of March 10, 2003:

                    Class A Common Stock, $0.01 par value          4,768,195
                    Class B Common Stock, $0.01 par value            916,380
                    Non-Voting, Common Stock, $0.01 par value          --

                       DOCUMENTS INCORPORATED BY REFERENCE
         None.
================================================================================
<PAGE>


                                EXPLANATORY NOTE

         Pursuant to Rule 12b-15 of the Securities and Exchange Act of 1934,
Pegasus Communications Corporation hereby amends its Annual Report on Form 10-K
for the fiscal year ended December 31, 2002 by adding the information required
by Items 10, 11, 12 and 13 of Part III and amending Item 15 of Part IV to
include the certifications required by 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                           PAGE
                                                                                                           ----
<S>                                                                                                        <C>
                                    PART III
                                    --------

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT................................................  1
ITEM 11. EXECUTIVE COMPENSATION............................................................................. 3
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS .......................................................................10
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................................................13

                                PART IV
                                -------

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K..................................  17
</TABLE>





                                       ii
<PAGE>


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

         Marshall W. Pagon has served as our Chairman of the Board and Chief
Executive Officer since our incorporation. Additionally, Mr. Pagon served as our
President from our incorporation to December 2001 and served as our Treasurer
from incorporation to June 1997. From 1991 to October 1994, when the assets of
our various affiliates, principally limited partnerships that owned and operated
our television and cable operations, were transferred to subsidiaries of Pegasus
Media & Communications, Inc., a subsidiary of our company, entities controlled
by Mr. Pagon served as the general partner of these partnerships and conducted
our business. Mr. Pagon's background includes over 20 years of experience in the
media and communications industry. Mr. Pagon is one of his own designees to the
board of directors pursuant to the voting agreement. See ITEM 13. Certain
Relationships and Related Transactions--Voting Agreement. Mr. Pagon is 47 years
old.

         Ted S. Lodge has been a director our company since May 5, 2000 and has
served as our President, Chief Operating Officer and Counsel since December
2001. Mr. Lodge served as our Senior Vice President, Chief Administrative
Officer, General Counsel and Assistant Secretary beginning on July 1, 1996. In
June 1997, Mr. Lodge became our Secretary, and in July 2000, he became an
Executive Vice President. From June 1992 through June 1996, Mr. Lodge practiced
law with Lodge & Company, and during that period, was engaged by our company as
our outside legal counsel in connection with various matters. Mr. Lodge
currently is serving as a director of our company as one of Mr. Pagon's
designees to the board of directors pursuant to the voting agreement. Mr. Lodge
is 46 years old.

         Robert F. Benbow has been a director of our company since May 5, 2000.
Mr. Benbow had been a director of Golden Sky Systems, Inc. ("Golden Sky") and
its predecessors from February 1997 to May 5, 2000. He is a Vice President of
Burr, Egan, Deleage & Co., a private venture capital firm, and a Managing
General Partner of Alta Communications, Inc., a private venture capital firm.
Prior to joining Burr, Egan, Deleage & Co. in 1990, Mr. Benbow spent 22 years
with the Bank of New England N.A., where he was a Senior Vice President
responsible for special industries lending in the areas of media, project
finance and energy. Mr. Benbow currently is serving as a director of our company
designated by affiliates of Alta Communications pursuant to the voting
agreement. Mr. Benbow is 67 years old.

         James J. McEntee, III has been a director of our company since October
8, 1996. Mr. McEntee is affiliated with Cohen Bros. & Company, a privately held
investment bank located in Philadelphia. In addition, he is of counsel to the
law firm of Lamb, Windle & McErlane, P.C. From March 2000 to September 2002, Mr.
McEntee was a Principal in Harron Capital, L.P., a venture capital firm focused
on new and traditional media ventures, and an executive officer of Harron
Management Company, LLC. During that period he was also of counsel to the Lamb
firm, and before March 2000 he was a principal in that firm for more than five
years. In addition, Mr. McEntee is Chairman of the Board of Directors of Around
Campus, Inc., a company in the business of publishing college student
directories and creating marketing opportunities in college communities. He is
also a director of Bancorp.com, an affiliate-based Internet bank. He is also a
director of several other private companies. Mr. McEntee is one of the directors
designated as an independent director under the voting agreement. Mr. McEntee is
45 years old.

         Mary C. Metzger has been a director of our company since November 14,
1996. Ms. Metzger has been Chairman of Personalized Media Communications L.L.C.
and its predecessor company, Personalized Media Communications Corp., since
February 1989. Ms. Metzger is one of the directors designated as an independent
director under the voting agreement. She is also a designee of Personalized
Media Communications under an agreement between Pegasus and Personalized Media.
See ITEM 13. Certain Relationships and Related Transactions--Investment in
Personalized Media Communications, L.L.C. and Licensing of Patents. Ms. Metzger
is 57 years old.





<PAGE>

         Robert N. Verdecchio has been a director of our company since December
18, 1997. He served as our Senior Vice President, Chief Financial Officer and
Assistant Secretary from our inception to March 22, 2000 and as our Treasurer
from June 1997 until March 22, 2000. He has also performed similar functions for
affiliates and predecessors in interest from 1990 to March 22, 2000. Mr.
Verdecchio is a certified public accountant and has over 15 years of experience
in the media and communications industry. He is now a private investor. Mr.
Verdecchio currently is serving as a director of our company as one of Mr.
Pagon's designees to the board of directors pursuant to the voting agreement.
Mr. Verdecchio is 46 years old.

Executive Officers

         Set forth below is certain information with respect to our non-director
executive officers. All of these individuals currently hold the same positions
with Pegasus Satellite and Pegasus Media & Communications as they do with
Pegasus Communications.

         Howard E. Verlin serves as an Executive Vice President. Mr. Verlin's
responsibilities include overseeing investor relation and capital market
activities. Mr. Verlin served as Assistant Secretary of our company until June
2000 and supervised our cable operations until the sale of our last cable system
in September 2000. Mr. Verlin has served similar functions with respect to our
predecessors in interest and affiliates since 1987 and has over 20 years of
experience in the media and communications industry. Mr. Verlin is 41 years old.

         Rory Lindgren has served as Executive Vice President, Operations
responsible for Marketing, Direct Sales, Customer Care and Information
Technology since February 2003. Mr. Lindgren served as our Senior Vice
President, Operations from July 2002 to February 2003. Prior to July 2002, Mr.
Lindgren served as Senior Vice President, Customer Relationship Management after
joining our Company in April 2001. Prior to joining our Company, Mr. Lindgren
served as Senior Vice President Customer Service for Fleet Boston Financial
where he was responsible for leading customer care operations. Prior to August
1998, Mr. Lindgren held key management positions at MasterCard International,
First Chicago NBD Corporation and American Express. Mr. Lindgren is 46 years
old.

         Scott A. Blank currently serves as Senior Vice President of Legal and
Corporate Affairs, General Counsel and Secretary of our company. Mr. Blank
served as Assistant General Counsel from January 1999 to January 2000 and as
Vice President of Legal and Corporate Affairs from January 2000 to May 2001. Mr.
Blank began serving as Senior Vice President of Legal and Corporate Affairs in
June 2001 and as General Counsel and Secretary in December 2001. Mr. Blank had
been an Assistant Secretary of our company from January 1999 to December 2001.
Prior to joining our company, Mr. Blank was an attorney at the Philadelphia,
Pennsylvania law firm of Drinker Biddle & Reath LLP from November 1993 to
January 1999. Mr. Blank is 42 years old.

         John K. Hane has served as Senior Vice President of Business
Development of our company since April 2001, and is involved with our advance Ka
multimedia satellite system design and procurement. Prior to April 2001, Mr.
Hane served as Senior Vice President of Pegasus Development Corporation from
July 1999 through December 2000, and then as Vice President, Space Development
from January 2001 to April 2001. Mr. Hane is the founder of Highcast Network,
Inc., a developmental stage broadcast network that enables local television
stations to insert local advertising and station promotions into digital
signals, and has served as President and CEO of Highcast from March 1999 until
the present. Pegasus Development Corporation holds a minority stake in Highcast
and has the possibility of assuming a majority equity and voting position in
Highcast. Prior to founding Highcast, Mr. Hane was Director of Regulatory
Affairs for Lockheed Martin's commercial satellite service subsidiary, Lockheed
Martin Telecommunications, where he was responsible for regulatory matters, and
for assisting in the development of specifications and applications for several
proposed satellite systems. From September 1995 through January 1997, Mr. Hane
served as Vice President of Governmental Affairs for New World Television. Mr.
Hane is 43 years old.





                                        2
<PAGE>

         Karen M. Heisler has served as Senior Vice President of Human Resources
and Administrative Services of our company since April 2001. Prior to April
2001, Ms. Heisler served as Vice President of Human Resources after joining our
company in January 2001. From August 1999 through September 2000, Ms. Heisler
was Vice President of Learning and Development for Comcast Cable's Comcast
University, where she was responsible for employee training and development.
Prior to this position, from November 1998 through August 1999, she was Senior
Vice President of Human Resources at Comcast Cellular Communications. Prior to
November 1998, Ms. Heisler spent approximately 13 years with Episcopal Hospital
Systems. Ms. Heisler is 43 years old.

         Joseph W. Pooler, Jr. has served as our Senior Vice President of
Finance since February 2003. Mr. Pooler served as our Vice President of Finance
and Controller from January 2001 until February 2003 and as Vice President and
Controller of Pegasus Satellite Television from December 1999 through January
2001. Prior to joining our company, from January 1997 to December 1999, Mr.
Pooler served as Corporate Controller of MEDIQ, Incorporated. Between 1993 and
1997, Mr. Pooler held various other positions with MEDIQ, Incorporated,
including Director of Operations and Director of Sales Support. Mr. Pooler is a
certified public accountant. Mr. Pooler is 37 years old.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers, as well as persons beneficially owning more
than ten percent of a registered class of our equity securities (collectively,
the "Covered Persons"), to file reports of ownership and changes in ownership
with the Securities and Exchange Commission and to furnish us with copies of
such reports.

         Based on our review of the copies of these reports received by the
Securities and Exchange Commission, and written representations, if any,
received from reporting persons with respect to the filing of reports on Forms
3, 4 and 5, we believe that all filings required to be made by the Covered
Persons for 2002 were made on a timely basis.

ITEM 11. EXECUTIVE COMPENSATION

Executive Compensation

General

         Unless otherwise indicated, all share and dollar amounts per share set
forth in this section have been adjusted to reflect our one for ten reverse
stock split effected on December 31, 2002.







                                        3
<PAGE>

Incentive Compensation

         Prior to 2001, management employees received incentive compensation
based upon year over year increases in divisional cash flow. The additional
compensation took the form of awards made pursuant to the restricted stock plan.
Management employees had the election of receiving awards in the form of
restricted stock and/or stock options. Executive officers had the additional
option of receiving a portion of their awards in the form of cash to the extent
the amount did not exceed one-third of their salary.

         In 2001, in lieu of awards being made pursuant to the restricted stock
plan, an incentive plan was established whereby executives and other key
employees had the opportunity to receive cash awards based upon the achievement
of company wide and individual performance goals. The plan was designed as a
"pay for performance" incentive plan intended to encourage senior management to
strive for operational excellence and to increase stockholder value through the
attainment of specified performance targets. With respect to 2001, although
managers received cash awards under the 2001 plan for the achievement of certain
goals, no awards were granted to executive officers. With respect to 2001, there
were 110 employees who participated in the 2001 incentive plan.

         In 2002, one of management's primary objectives was to significantly
improve consolidated cash flows from operating and investing activities. As a
consequence, effective April 1, 2002, we adopted the 2002 Short-Term Incentive
Plan (the "2002 STI Plan") pursuant to which cash bonuses were payable to 126
management employees participating in the 2002 STI Plan based upon the
achievement of certain "free cash flow" (as this term is defined in the 2002 STI
Plan) targets during calendar year 2002. During 2002, cash used in operating and
investing activities decreased by approximately $196 million compared to 2001.

         In addition to the 2002 STI Plan, the compensation committee of our
board of directors also established with respect to calendar year 2002 a long
term incentive program whereby participating officers would be granted
restricted stock awards under the restricted stock plan based upon the amount of
cash bonuses earned by the officer under the 2002 STI Plan with respect to
calendar year 2002 and dividing it by $10.30, the closing price of our Class A
common stock on the day prior to the long term incentive compensation program
being adopted. Restricted stock awards made pursuant to this program will be 50%
vested upon the date of grant and will vest with respect to an additional 25% on
the first and second anniversaries from the date of grant. Granting of awards
under the long-term incentive program is subject to formal action by our
compensation committee. To date, the compensation committee has not formally
granted these awards. Consequently, the value of these awards is not now
determinable.

         The following table sets forth certain information for Pegasus' last
three fiscal years concerning the compensation paid to the Chief Executive
Officer and to each of Pegasus' five most highly compensated officers other than
the Chief Executive Officer.









                                        4
<PAGE>


<TABLE>
<CAPTION>
                                                     Summary Compensation Table

                                                                                                Long-Term
                                              Annual Compensation                           Compensation Awards
                     -------------------------------------------------------------------  ------------------------
                                                                                          Restricted   Securities
                        Principal                                         Other Annual      Stock      Underlying     All Other
        Name            Position      Year    Salary     Bonus(1)        Compensation(4)    Award(6)     Options    Compensation(8)
-------------------- ---------------- ----   --------   ------------     ---------------  -----------  -----------  ---------------
<S>                  <C>              <C>    <C>        <C>              <C>              <C>          <C>          <C>
Marshall W. Pagon... Chairman and     2002   $475,000   $  898,992(2)         $80,990(5)       --        50,000       $201,818(9)
                     Chief Executive  2001   $428,846   $  174,997            $59,245(5)       --        24,500       $336,804(9)
                     Officer          2000   $330,769           --            $40,150(5)       --        15,683(7)    $221,526(9)



Ted S. Lodge........ President, Chief 2002   $358,654   $1,498,399(2)(3)        --             --        25,000       $ 29,110(10)
                     Operating        2001   $256,538   $  112,492(2)           --             --        12,000       $  3,900
                     Officer and      2000   $207,404   $   86,096(2)           --           $13,881      7,500       $  3,900
                     Counsel


Howard E. Verlin.... Executive Vice   2002   $250,000   $  268,216(2)           --             --         5,000       $  4,039
                     President        2001   $231,538   $   66,654(2)           --             --         7,164(7)    $ 10,500
                                      2000   $185,539   $  299,961(2)           --             --         7,500       $  2,101


Scott A. Blank...... Senior Vice      2002   $210,000   $  276,539(2)           --             --         4,999       $  4,458
                     President,       2001   $188,077   $   25,803              --           $87,459      7,500       $  4,306
                     General Counsel
                     and Secretary


John K. Hane........ Senior Vice      2002   $210,000   $  226,539(2)           --             --         4,999       $ 10,597
                     President        2001   $187,846   $   15,651              --           $60,515      4,499       $  6,972



Karen M. Heisler.... Senior Vice      2002   $210,000   $  226,539(2)           --             --         4,999       $  5,912
                     President        2001   $181,500   $   25,000              --             --         7,999       $  4,313
</TABLE>
-------------------
(1)      Unless otherwise indicated, the included amounts represent the fair
         market value of shares of our Class A common stock vested at the time
         of award under restricted stock plan. Subject to limitations specified
         in the restricted stock plan, an executive officer may elect to receive
         all or a portion of an award in the form of cash, our Class A common
         stock or an option to purchase shares of Pegasus Class A common stock.
         The cash portion of an award is reported as a bonus to executive
         officers, as described in note 2 below. The portion of an award chosen
         to be received as Pegasus Class A common stock is reported either as a
         bonus if unrestricted at the time of grant or, if restricted, as a
         restricted stock award under note 5 below. The portion of an award
         chosen to be received as options to purchase shares of Pegasus Class A
         common stock is reported under note 7 below. Generally, awards made
         under our restricted stock plan vest based upon years of service with
         us or our subsidiaries from the date of initial employment. Shares are
         vested 34% after two years of employment, an additional 33% after three
         years of employment and the remaining 33% vests upon four years of
         employment. As a consequence, awards made under Pegasus's restricted
         stock plan may be either partially or fully vested on the date they are
         granted. All awards made to Messrs. Pagon and Verlin under our
         restricted stock plan in fiscal years 2000 and 2001 were fully vested
         on the date granted. The award to Mr. Lodge in fiscal year 2000 was 67%
         vested on the date granted, and the awards to Mr. Lodge in fiscal years
         2001 and 2002 were fully vested on the date granted. Mr. Blank received
         three awards in fiscal year 2001, two of which were 34% vested on the
         date granted and one which had not yet vested on the date granted.
         Pursuant to the long term incentive program established for 2002, our
         executive officers will also receive restricted stock awards based upon
         the amount of cash paid to them pursuant to the 2002 STI Plan. The
         granting of awards under the long-term incentive program is subject to
         formal action by our compensation committee. To date, the compensation
         committee has not formally granted these awards. Consequently, the
         value of these awards is not now determinable.






                                        5
<PAGE>

(2)      Includes cash awards for 2002 under the 2002 STI Plan, for 2001 and
         2000 under the Executive Incentive Plan, and amounts chosen by each
         named executive officer to be received as cash under our restricted
         stock plan, as described in note 1 above. The amounts paid under the
         2002 STI Plan include payments made in 2003 with respect to 2002
         performance and consist of Tier 1, Tier 2, and Tier 3 payments, as
         applicable. The amounts listed below reflect the cash portion of
         discretionary awards awarded to each of the named executive officers
         under our restricted stock plan for each of the three past fiscal
         years.


                                          2000              2001          2002
                                          ----              ----          ----
                  Mr. Pagon                --                --            --
                  Mr. Lodge              $58,000           $75,000         --
                  Mr. Verlin             $55,000           $33,333         --
                  Mr. Blank                 *                --            --
                  Mr. Hane                  *                --            --
                  Ms. Heisler               *              $25,000         --

         *Mr. Blank, Mr. Hane, and Ms. Heisler were named as executive officers
of Pegasus in 2001.

(3)      Of the amount listed for Mr. Lodge in fiscal year 2002, $1,005,000
         represents compensation in the form of fully vested restricted stock
         granted to Mr. Lodge in February 2002 under our restricted stock plan
         in connection with Mr. Lodge's appointment as our President and Chief
         Operating Officer.

(4)      No named executive officer received a perquisite or other personal
         benefit in excess of the lesser of $50,000 or 10% of such individual's
         salary plus annual bonus, except as set forth in note 5 below.

(5)      Represents the value of benefits received related to the plane
         available for use by us.

(6)      The included amounts represent the fair market value of the restricted
         portion of stock awards chosen to be received under our restricted
         stock plan, as described in note 1 above. Mr. Lodge's employment with
         Pegasus began on July 1, 1996. Consequently, the award of 86 shares
         granted to Mr. Lodge in fiscal year 2000 was fully vested on July 1,
         2000, and the awards of 146 shares and 15,000 shares granted to Mr.
         Lodge in fiscal years 2001 and 2002, respectively, were fully vested on
         the date granted. Mr. Blank's employment with Pegasus began on January
         18, 1999. Consequently, as of December 31, 2002, 339 of the 506 shares
         granted to Mr. Blank under our restricted stock plan in fiscal year
         2001, or 67%, had vested. The remaining 167 shares vested on January
         18, 2003. Based upon the closing price of our Class A common stock on
         December 31, 2002 of $13.10 per share, the 167 restricted shares held
         by Mr. Blank had a value of $2,188 on December 31, 2002. Mr. Hane's
         employment with Pegasus began on August 9, 1999. Consequently, as of
         December 31, 2002, 273 of the 408 shares granted to Mr. Hane under our
         restricted stock plan in fiscal year 2001, or 67%, had vested. The
         remaining 135 shares will vest on August 9, 2003. Based upon the
         closing price of our Class A common stock on December 31, 2002 of
         $13.10 per share, the 135 restricted shares held by Mr. Hane had a
         value of $1,769 on December 31, 2002. Subject to limitations specified
         in our restricted stock plan, executive officers are entitled to
         receive dividends on the unvested portion of their awards, excluding
         any portion of their award for which they elect to receive options in
         lieu of stock. We do not anticipate paying cash dividends on its common
         stock in the foreseeable future. Our policy is to retain cash for
         operations and expansion.





                                       6
<PAGE>

(7)      Includes options issued under our restricted stock plan in lieu of
         receiving the award in cash or stock. In fiscal year 2000, Mr. Pagon
         received options under our restricted stock plan to purchase 682
         shares. In fiscal year 2001, Mr. Verlin received options under our
         restricted stock plan to purchase 163 shares. Options granted pursuant
         to our restricted stock plan vest based upon years of service with us
         or our subsidiaries from the date of initial employment, as described
         in note 1 above.

(8)      Unless otherwise indicated, the amounts listed represent our
         contributions under the U.S. 401(k) plan established for Pegasus'
         employees and the employees of our subsidiaries.

(9)      For fiscal years 2000, 2001 and 2002, $250,000, $416,805 and $250,000,
         respectively, were paid by us with respect to split dollar agreements
         entered into by Pegasus with the trustees of insurance trusts
         established by Mr. Pagon. The split dollar agreements provide that
         Pegasus will be repaid all amounts it expends for premiums, either from
         the cash surrender value or the proceeds of the insurance policies. For
         purposes of this table, the applicable SEC rules permit an alternative
         method to be presented: the dollar value of the benefit to Mr. Pagon
         determined based upon the net premium paid by Pegasus less the present
         value of the future recovery of the premium. The present value of the
         recovery of the premium may be calculated by taking the long term
         applicable federal rate and discounting the annual net premium by the
         number of years until a recovery is anticipated. Based upon an
         actuarial life expectancy for Mr. Pagon of 76 years and the applicable
         federal rate for the month of December for 2000, 2001, and 2002 of
         5.98%, 5.05%, and 4.92%, respectively, under the alternative reporting
         methodology, the amounts reported in the table for 2000, 2001, and 2002
         are $211,026, $326,304, and $190,818, respectively. The amounts paid by
         Pegasus for premiums and the amounts reported in the prior sentence
         under the alternative reporting methodology are presented in conformity
         with the SEC rules relating to this table and are not indicative of
         amounts includable in compensation pursuant to applicable IRS rules.
         See ITEM 13. Certain Relationships and Related Transactions--Split
         Dollar Agreements.

(10)     The amount listed for Mr. Lodge in fiscal year 2002 represents the full
         dollar amount of premiums paid by Pegasus in connection with disability
         and life insurance policies.

                              Option Grants in 2002

         Pegasus granted options to employees to purchase a total of 146,252
shares during 2002, which were granted under Pegasus' Stock Option Plan. The
amounts set forth below in the columns entitled "5%" and "10%" represent
hypothetical gains that could be achieved for the respective options if
exercised at the end of the option term. The gains are based on assumed rates of
stock appreciation of 5% and 10% compounded annually from the date the
respective options were granted to their expiration date.










                                        7
<PAGE>
<TABLE>
<CAPTION>
                                                                                                     Potential Realizable Value
                                                                                                     at Assumed Annual Rates of
                                                                                                      Stock Price Appreciation
                                                       Individual Grants                                  for Option Term
                               ---------------------------------------------------------------     -----------------------------
                                Number of      % of Total
                                Securities       Options
                                Underlying      Granted to         Exercise
                                 Options       Employees in          Price          Expiration
            Name               Granted (1)      Fiscal Year        Per Share           Date              5%                10%
            ----               -----------      -----------        ---------           ----              --                ---
<S>                            <C>              <C>                <C>              <C>            <C>               <C>
Marshall W. Pagon...              50,000           34.2             $10.30           6/18/12       $  291,500        $   769,000

Ted S. Lodge........              25,000           17.1             $10.30           6/18/12       $  145,750        $   384,500

Howard E. Verlin....               5,000            3.4             $10.30           6/18/12       $   29,150        $    76,900

Scott A. Blank......               4,999            3.4             $10.30           6/18/12       $   29,144        $    76,885

John K. Hane........               4,999            3.4             $10.30           6/18/12       $   29,144        $    76,885

Karen M. Heisler....               4,999            3.4             $10.30           6/18/12       $   29,144        $    76,885
</TABLE>
------------

(1)      The included amounts represent the number of options issued on June 18,
         2002, under Pegasus' Stock Option Plan. Options granted to executive
         officers under Pegasus' Stock Option Plan become exercisable as
         determined by a stock option plan committee organized pursuant to the
         plan. The options issued as part of the June 18, 2002, grant vest as
         follows: 25% on date of grant; an additional 2.083% on the 18th day of
         each calendar month starting on July 18, 2002, and ending on May 18,
         2005; and an additional 2.095% on June 18, 2005.

         The table below shows aggregated stock option exercises by the named
executive officers in 2002 and 2002 year end values. In-the-money options, which
are listed in the last two columns, are those in which the fair market value of
the underlying securities exceeds the exercise price of the option. The closing
price of our Class A common stock on December 31, 2002, was $13.10 per share, as
adjusted for our one-for-ten reverse stock split.
<TABLE>
<CAPTION>
                              Aggregate Option Exercises in 2002 and 2002 Year-End Option Values

                                                                  Number of Securities            Value of the Unexercised
                                                                 Underlying Unexercised           In-the-Money Options at
                                                               Options at Fiscal Year End             Fiscal Year End
                            ------------------------------------------------------------------------------------------------
                                Shares
                              Acquired on       Value
Name                           Exercise        Realized       Exercisable    Unexercisable     Exercisable     Unexercisable
----                           --------        --------       -----------    -------------     -----------     -------------
<S>                            <C>             <C>            <C>            <C>               <C>             <C>
Marshall W. Pagon...              0               --            125,930         36,251         $  52,497        $  87,503

Ted S. Lodge........              0               --             63,373         18,126         $  26,247        $  43,753

Howard E. Verlin....              0               --             45,400          5,626         $   5,247        $   8,753

Scott A. Blank......              0               --             10,917          7,580         $   5,247        $   8,750

John K. Hane........              0               --             10,887          10,610        $   5,247        $   8,750

Karen M. Heisler....              0               --              2,374          10,624        $   5,247        $   8,750
</TABLE>






                                        8
<PAGE>

Compensation Committee Interlocks and Insider Participation

         During 2002, the compensation committee of the board of directors
generally made decisions concerning executive compensation of executive
officers. For fiscal year 2002, the compensation committee consisted of James J.
McEntee, III, Harry F. Hopper III, and Robert F. Benbow. Mr. Benbow is
associated with affiliates of Alta Communications that were formerly
stockholders of Golden Sky. See ITEM 13. Certain Relationships and Related
Transactions--Voting Agreement.

Employment Agreements

         Mr. Lodge serves as our President and Chief Operating Officer pursuant
to an agreement effective as of June 1, 2002. The agreement is for a three year
term and is automatically renewable for additional one year terms at the
agreement's second anniversary and every anniversary thereafter, unless ninety
days prior written notice of nonrenewal is given by Mr. Lodge or us. Under the
agreement, Mr. Lodge receives an annual base salary that is subject to at least
annual review by us and which may be increased but not decreased below its
current amount. In addition, under the agreement, Mr. Lodge is eligible to
participate in the 2002 STI Plan; is to receive supplemental life insurance and
long term disability coverage with the cost of each coverage not to exceed
$15,000 annually; and such other employee benefits and perquisites as are
generally available to our executive officers. If Mr. Lodge's employment is
terminated for any reason other than for cause, Mr. Lodge is entitled to an
amount equal to two times his base salary (as is then in effect); an amount
equal to two times the average amount of his annual award payments under the
2002 STI Plan; a lump sum payment to offset the taxable cost of COBRA coverage;
and professional outplacement assistance. If we decline to renew this agreement,
Mr. Lodge is entitled to receive a payment equal to his annual base salary (as
is then in effect).

         If Mr. Lodge's employment is terminated any time six months prior to a
change in control or within two years following a change of control and if he
signs a waiver and release agreement, he will be entitled to receive certain
severance benefits in a lump sum payment. The severance benefits would generally
equal the sum of (1) three times his annual base salary and (2) three times the
average annual amount of the annual award under our short term incentive plan
for a specified three year period and (3) the aggregate taxable cost of the
continued health benefits provided under the employment agreement but not paid
by Mr. Lodge divided by 0.65. Also, Mr. Lodge will be entitled to receive (1)
continued health coverage for three years after his termination, (2)
professional outplacement assistance not to exceed $25,000, and (3) all of his
options as if fully vested.

         In general under the employment agreement, a change of control is one
or more of the following events: (1) the sale, lease, transfer, conveyance or
other disposition of all or substantially all of our assets, (2) any Person
becomes a beneficial owner of more of our voting stock than is at the time
beneficially owned by Mr. Pagon and his related parties in the aggregate, (3)
Mr. Pagon and his related parties collectively cease to beneficially own at
least thirty percent of the combined voting power of all classes of voting stock
of Pegasus, (4) Mr. Pagon and his related parties acquire, in the aggregate,
beneficial ownership of more than 66-2/3% of the shares of the Class A common
stock at the time outstanding, (5) certain changes are made to the composition
of the board, or (6) a plan of liquidation or dissolution is adopted. The
employment agreement also contains certain non-competition and confidentiality
provisions.

Compensation of Directors

         Under our by-laws, each director is entitled to receive such
compensation, if any, as may from time to time be fixed by the board of
directors. We currently pay our directors who are not our employees or officers
an annual retainer of $10,000 plus $1,000 for each board meeting attended in
person, $500 for each meeting of a committee of the board and $500 for each
board meeting held by telephone. The annual retainer is payable, at each
director's option, in cash or in the form of options to purchase our Class A
common stock. We also reimburse each director for all reasonable expenses
incurred in traveling to and from the place of each meeting of the board or
committee of the board.

         On June 18, 2002, Robert F. Benbow, Harry F. Hopper III, James J.
McEntee, III, Mary C. Metzger, William P. Phoenix and Robert N. Verdecchio, who
were then all of our non-employee directors, each received options to purchase
100,000 shares of Class A common stock under our stock option plan at an
exercise price of $1.03 per share, the closing price of the Class A common stock
on June 17, 2002, the date prior to the date of the grant. As a result of our
one-for-ten reverse stock split, effective December 31, 2002, the number of
shares of Class A common stock subject to the options granted to each director
has been adjusted to 10,000 and the exercise price has been adjusted to $10.30
per share. The options issued vested 25% on the date of the grant, with an
additional 2.083% vesting on the eighteenth day of each calendar month from July
18, 2002 to May 18, 2005 and an additional 2.095% vesting on June 18, 2005. Each
option is exercisable until June 18, 2012, the tenth anniversary of the date of
grant.

                                        9
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS


Principal Stockholders

         The following table sets forth information as of March 10, 2003 (unless
otherwise indicated in the notes below) regarding the beneficial ownership of
the Class A common stock and Class B common stock by (a) each stockholder known
to Pegasus to be the beneficial owner, as defined in Rule 13d-3 under the
Exchange Act, of more than 5% of the Class A common stock and Class B common
stock, based upon Pegasus' records or the records of the Securities and Exchange
Commission, (b) each director of Pegasus, (c) each of the named executive
officers of Pegasus and (d) the directors and current executive officers of
Pegasus as a group. Each share of Class B common stock is currently convertible
at the discretion of the holders into an equal number of shares of our Class A
common stock. Each of the stockholders named below has sole voting power and
sole investment power with respect to the shares indicated as beneficially
owned, unless otherwise indicated. Unless otherwise indicated, all share amounts
and dollar amounts set forth in the table below have been adjusted to reflect a
one for ten reverse stock split effected by us on December 31, 2002.



<PAGE>



<TABLE>
<CAPTION>
                                                     Pegasus Communications            Pegasus Communications
            Name and address of                       Class A Common Stock               Class B Common Stock          Voting
              Beneficial Owner                         Beneficially Owned               Beneficially Owned (19)         Power
              ----------------                        --------------------              -----------------------         -----

                                                           Shares             %          Shares        %                  %
                                                           ------             -          ------        -                  -
<S>                                                   <C>                   <C>         <C>           <C>               <C>
Marshall W. Pagon(1) (2)....................          1,390,818 (3)(4)      23.9        916,380(4)    100               68.5
Ted S. Lodge................................             74,798(5)           1.5             --        --                *
Howard E. Verlin............................             54,536 (6)          1.1             --        --                *
Scott A. Blank..............................            149,283 (7)          3.1             --        --                1.1
John K. Hane................................             11,661 (8)           *              --        --                *
Karen M. Heisler............................            134,601 (9)          2.8             --        --                1.0
Robert F. Benbow............................          1,396,450 (4)(10)     24.0        916,380(4)    100               68.6
James J. McEntee, III.......................             14,496 (11)          *              --        --                *
Mary C. Metzger.............................            250,732 (12)         5.0             --        --                1.8
Robert N. Verdecchio........................             25,425 (13)          *              --        --                *
Alta Communications VI, L.P. and related
  entities (14).............................          1,390,818 (4)         23.9        916,380(4)    100               68.5
FMR Corp. (15)..............................            630,577             13.2             --        --                4.5
John Hancock Financial Services, Inc. and
  related entities (16).....................            461,841              9.7             --        --                3.3
Par Capital Management Inc. (17)............            293,450              6.2             --        --                2.1
Directors and current executive officers as
  a group (18) (consists of 12 persons).....          1,994,429             32.1        916,380(4)    100               70.8
</TABLE>
---------------------------
*    Represents less than 1% of the outstanding shares of Class A common stock
     or less than 1% of the voting power, as applicable.

(1)  The address of this person is c/o Pegasus Communications Management
     Company, 225 City Line Avenue, Suite 200, Bala Cynwyd, Pennsylvania 19004.

(2)  Pegasus Capital, L.P. holds 248,814 shares of Class B common stock. Mr.
     Pagon is the sole shareholder of the general partner of Pegasus Capital,
     L.P. and is deemed to be the beneficial owner of these shares. All of the
     667,567 remaining shares of Class B common stock are owned by Pegasus
     Communications Holdings, Inc. and two of its subsidiaries. All the capital
     stock of Pegasus Communications Holdings, Inc. is held by Pegasus
     Communications Limited Partnership. Mr. Pagon controls Pegasus
     Communications Limited Partnership by reason of his ownership of all the
     outstanding voting stock of the sole general partner of a limited
     partnership that is, in turn, the sole general partner in Pegasus
     Communications Limited Partnership. Therefore, apart from the voting
     agreement described in note 4 below, Mr. Pagon is the beneficial owner of
     100% of Class B common stock with sole voting and investment power over all
     such shares.





                                       10
<PAGE>

(3)  Includes 35,500 shares of Class A common stock owned directly by Pegasus
     PCS Partners, L.P. Mr. Pagon, Pegasus Capital, Ltd., Pegasus Capital L.P.,
     Pegasus Communications Portfolio Holdings, Inc. and Pegasus PCS, Inc. are
     deemed to be beneficial owners of the shares. Mr. Pagon is the sole
     shareholder of the general partner of Pegasus Capital, L.P., which is the
     sole shareholder of Pegasus Communications Portfolio Holdings, Inc., the
     sole shareholder of Pegasus PCS, Inc., the general partner of Pegasus PCS
     Partners, L.P. Mr. Pagon and each of the entities named as beneficial
     owners of the 35,500 shares of Class A common stock disclaim beneficial
     ownership with respect to such shares, except to their respective pecuniary
     interests therein. Also includes the 916,380 shares of Class B common stock
     described in note 2 above which are convertible into shares of Class A
     common stock on a one for one basis, 130,096 shares of Class A common stock
     which are issuable upon the exercise of the vested portion of outstanding
     stock options and 3,852 shares of Class A common stock which Mr. Pagon
     holds directly.

(4)  As a consequence of being parties to the voting agreement described below
     in "ITEM 13. Certain Relationships and Related Transactions--Voting
     Agreement." Each of these parties is deemed to have shared voting power
     over certain shares beneficially owned by them in the aggregate for the
     purposes specified in the voting agreement. Therefore, the parties to the
     voting agreement will each be deemed to be the beneficial owner with
     respect to 916,380 shares of Class A common stock issuable upon conversion
     of all of the outstanding shares of Class B common stock beneficially owned
     by Mr. Pagon as described in note 2 above, the 169,448 additional shares of
     Class A common stock beneficially owned by Mr. Pagon as described in note 3
     above and 304,990 shares of Class A common stock held in the aggregate by
     Alta Communications VI, L.P., Alta Subordinated Debt Partners III, L.P. and
     Alta-Comm S By S LLC as described in note 14 below.

(5)  This includes 300 shares of Class A common stock owned by Mr. Lodge's wife,
     of which Mr. Lodge disclaims beneficial ownership, and 65,458 shares of
     Class A common stock which are issuable upon the exercise of the vested
     portion of outstanding stock options.

(6)  This includes 45,818 shares of Class A common stock which are issuable upon
     the exercise of the vested portion of outstanding stock options.

(7)  This includes 129,181 shares of Class A common stock held in Pegasus'
     401(k) plans over which Mr. Blank and Ms. Heisler share voting power in
     their capacities as co-trustees and 13,810 shares of Class A common stock
     which are issuable upon the exercise of the vested portion of outstanding
     stock options.

(8)  This includes 11,304 shares of Class A common stock issuable upon the
     exercise of the vested portion of outstanding stock options.

(9)  This includes 129,181 shares of Class A common stock held in Pegasus'
     401(k) plans over which Ms. Heisler and Mr. Blank share voting power in
     their capacities as co-trustees and 5,420 shares of Class A common stock
     issuable upon the exercise of the vested portion of outstanding stock
     options.

(10) The information for Mr. Benbow includes 5,632 shares of Class A common
     stock which are issuable upon the exercise of the vested portion of
     outstanding stock options and all shares of Class A common stock held by
     Alta Communications VI, L.P., Alta Subordinated Debt Partners III, L.P. and
     Alta-Comm. S By S LLC as described below in note 14. Mr. Benbow is a
     general partner of Alta Communications VI, L.P. and Alta Subordinated Debt
     Partners III, L.P. Alta-Comm. S By S LLC is required to invest in the same
     securities as Alta Communications VI, L.P. Mr. Benbow disclaims beneficial
     ownership of all shares held directly by those entities, except for his
     pecuniary interest therein. The address of this person is 200 Clarendon
     Street, Floor 51, Boston, Massachusetts 02116.






                                       11
<PAGE>

(11) This includes 9,658 shares of Class A common stock which are issuable upon
     the exercise of the vested portion of outstanding stock options and 200
     shares held beneficially by Mr. McEntee's wife, of which Mr. McEntee
     disclaims beneficial ownership.

(12) This includes 40,000 shares of Class A common stock held by Personalized
     Media & Communications, L.L.C. of which Ms. Metzger is Chairman and
     warrants for 200,000 shares of Class A common stock exercisable by
     Personalized Media Communications, L.L.C. Ms. Metzger disclaims beneficial
     ownership of all shares held directly by Personalized Media, except for her
     pecuniary interest therein. Also includes 9,032 shares of Class A common
     stock, which are issuable upon the exercise of the vested portion of
     outstanding stock options. The address of Ms. Metzger is 110 East 42nd
     Street, Suite 1704, New York, New York, 10017.

(13) This includes 21,897 shares of Class A common stock issuable upon the
     exercise of the vested portion of outstanding stock options.

(14) Based on information provided pursuant to an amendment to Schedule 13G
     filed with the Securities and Exchange Commission on February 13, 2003.
     This includes the following number of shares of Class A common stock held
     by the designated entity: Alta Communications VI, L.P. (187,803); Alta
     Subordinated Debt Partners III, L.P. (112,909); and Alta-Comm. S By S LLC
     (4,278). The address for such entities is 200 Clarendon Street, Floor 51,
     Boston, Massachusetts 02116.

(15) Based on information provided pursuant to an amendment to Schedule 13G
     filed with the Securities and Exchange Commission on February 14, 2003. The
     entity has sole power to vote or to direct the vote of 853 shares. The
     address of this entity is 82 Devonshire Street, Boston, Massachusetts
     02109.

(16) Based on information provided pursuant to an amendment to Schedule 13G
     filed jointly by John Hancock Financial Services, Inc., its direct, wholly
     owned subsidiary, John Hancock Life Insurance Company, and its indirect
     subsidiaries, John Hancock Subsidiaries LLC, The Berkeley Financial Group,
     LLC and John Hancock Advisers, LLC with the Securities and Exchange
     Commission on January 31, 2003. John Hancock Advisers, LLC has direct
     beneficial ownership of, the sole power to vote or to direct the vote, and
     sole power to dispose or direct the disposition of, all 461,841 shares.
     Through their parent subsidiary relationship with John Hancock Advisers,
     LLC, John Hancock Financial Services, Inc., John Hancock Life Insurance
     Company, John Hancock Subsidiaries LLC and The Berkeley Financial Group,
     LLC each have indirect beneficial ownership of the 461,841 shares. The
     address of John Hancock Financial Services, Inc., John Hancock Life
     Insurance Company and John Hancock Subsidiaries LLC is John Hancock Place,
     P.O. Box 111, Boston, MA 02117. The address of The Berkeley Financial
     Group, LLC and John Hancock Advisers, LLC is 101 Huntington Avenue, Boston,
     MA 02199.

(17) Based on information provided pursuant to an amendment to Schedule 13G
     filed jointly by Par Investment Partners, L.P., Par Group, L.P. and Par
     Capital Management, Inc. with the Securities and Exchange Commission on
     April 15, 2002. The address of Par Investment Partners, L.P., Par Group,
     L.P. and Par Capital Management, Inc. is One Financial Center, Suite 1600,
     Boston, MA 02111.

(18) This includes 329,300 shares of Class A common stock which are issuable
     upon the vested portion of outstanding stock options.









                                       12
<PAGE>




         The following table sets forth certain information as of December 31,
2002 with respect to compensation plans (including individual compensation
arrangements) under which our equity securities are authorized for issuance.

                                         Equity Compensation Plan Information
<TABLE>
<CAPTION>
                                                                                            Number of securities
                                                                                           remaining available for
                               Number of securities to be        Weighted-average       future issuance under equity
                                 issued upon exercise of         exercise price of           compensation plans
                                  outstanding options,         outstanding options,         (excluding securities
                                   warrants and rights          warrants and rights       reflected in column (a))
Plan Category                              (a)                          (b)                          (c)
-------------                 -----------------------------    --------------------      ---------------------------
<S>                           <C>                              <C>                       <C>
Equity compensation
   plans approved by
   security holders...........           612,941                      $147.06                    701,473(1)

Equity compensation
   plans not approved by
   security holders...........                 0                            0                          0
</TABLE>
(1)   Includes 296,607 shares of Class A common stock available under our Stock
      Option Plan; 133,363 shares of Class A common stock available under our
      restricted stock plan; and 271,503 shares of Class A common stock subject
      to purchase under our Employee Stock Purchase Plan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain Relationships and Related Transactions

Split Dollar Agreements

         In December 1996 and December 2001, we entered into a split dollar
agreements with the trustees of insurance trusts established by Marshall W.
Pagon. Under the split dollar agreements, we agreed to pay a portion of the
premiums for certain life insurance policies covering Mr. Pagon owned by the
insurance trusts. The agreements provide that we will be repaid for all amounts
it expends for such premiums, either from the cash surrender value or the
proceeds of the insurance policies. The full-dollar value of premiums paid by
our company amounted to $250,000, $416,805 and $250,000 in each of the years of,
2000, 2001 and 2002 respectively.

Relationship with W.W. Keen Butcher and Affiliated Entities

         We entered into an arrangement in 1998 with W.W. Keen Butcher, the
stepfather of Marshall W. Pagon, and certain entities controlled by Mr. Butcher
and the owner of a minority interest in one of the entities. Under this
agreement, as later amended and modified, we agreed to provide and maintain
collateral for the principal amount of bank loans to Mr. Butcher, his affiliated
entities and the minority owner. Mr. Butcher and the minority owner must lend or
contribute the proceeds of those bank loans to one or more of the entities owned
by Mr. Butcher for the acquisition of television broadcast stations to be
programmed by us pursuant to local marketing agreements. Pursuant to this
arrangement, at December 31, 2002, Pegasus had provided collateral of $8.3
million with respect to the bank loans. The Butcher companies are required to
repay the bank loans with proceeds received from the disposition of assets.








                                       13
<PAGE>

         Under this arrangement, in 1998, we sold to one of the Butcher
companies the FCC license for the television station then known as WOLF for
$500,000 and leased certain related assets to the Butcher company, including
leases and subleases for studio, office, tower and transmitter space and
equipment, for ongoing rental payments of approximately $18,000 per year plus
operating expenses. WOLF is now known as WSWB and is one of the television
stations serving the Wilkes-Barre/Scranton, Pennsylvania designated market area
that is programmed by a subsidiary of Pegasus Satellite. Mr. Butcher and the
minority owner borrowed the $500,000 under the loan collateral arrangement
described above. Concurrently with the closing under the agreement described
above, one of the Butcher companies assumed a local marketing agreement, under
which a subsidiary of Pegasus Satellite provides programming to WSWB and retains
all revenues generated from advertising in exchange for payments to the Butcher
company of $4,000 per month plus reimbursement of certain expenses. The term of
the local marketing agreement is three years, with two three year automatic
renewals. The Butcher company also granted us an option to purchase the station
license and assets if it becomes legal to do so for the costs incurred by the
Butcher company relating to the station, plus compound interest at 12% per year.

         On July 2, 1998, we assigned to one of the Butcher companies our option
to acquire the FCC license for television station WFXU, which rebroadcasts WTLH
pursuant to a local marketing agreement with us. The Butcher company paid us
$50,000 for the option. In May 1999, the Butcher company purchased the station
and assumed the obligations under the local marketing agreement with our
company. The Butcher company borrowed the $50,000 under the loan collateral
arrangement, and granted us an option to purchase the station on essentially the
same terms described above for WOLF. We have exercised this option and acquired
WFXU in April 2002 for $250,914.

         We currently provide programming under a local marketing agreement to
television station WPME. Under the local marketing agreement, we also hold an
option to purchase WPME. One of the Butcher companies acquired WPME and the FCC
license from the prior owner in February 2001.

          On April 10, 2003, one of the Butcher Companies entered into an
agreement to sell to a buyer unaffiliated with us an FCC construction permit and
associated assets relating to a proposed television station in Vicksburg,
Mississippi. We hold an option to acquire the construction permit. The agreement
provides that we will receive a fee of approximately $1.4 million for waiving
our option, and the Butcher company will receive approximately $2.7 million.
Approximately 80% of those amounts were paid at an initial closing anticipated
to close in late April or early May 2003, and the balance is to be paid at a
second closing expected to occur in the third quarter of 2003 after FCC approval
for the transfer of the construction permit. The amounts received and to be
received by the Butcher company were and will be used to repay a portion of its
bank loans, as required under the arrangement described above, and a
corresponding amount of our collateral for those loans was and will be released
to us.

         We believe that all of the transactions described above were done at
fair value and that any future transactions that may be entered into with the
Butcher companies or similar entities will also be done at fair value.

Voting Agreement

         In connection with our acquisitions of Digital Television Services,
Inc. in 1998 and of Golden Sky Holdings, Inc. in 2000, some of the principal
stockholder groups of those two companies entered into, and later amended, a
voting agreement with our company and Mr. Pagon. The voting agreement provided
those stockholder groups the right to designate members of our board of
directors and required Mr. Pagon to cause all shares whose vote he controlled of
the company's Class A and Class B common stock prior to our February 2001
reorganization and all shares whose vote he controls of Pegasus's Class A and
Class B common stock after the reorganization to be voted to elect those
designees.






                                       14
<PAGE>

         Because of later events, only affiliates of Alta Communications
currently have the right to designate a director to Pegasus's board of
directors. They have designated Mr. Benbow. Under the amended voting agreement,
Mr. Pagon has the right to designate four directors to our board of directors.
His designees are currently himself, Messrs. Lodge and Verdecchio.

Communications License Reauction

         Pegasus PCS Partners, L.P., a partnership owned and controlled by
Marshall W. Pagon, held two personal communications system licenses in Puerto
Rico. In August 1999, Pegasus Development Corporation made an initial investment
of approximately $4.8 million in Pegasus PCS Partners in return for certain of
the limited partnership interests of Pegasus PCS Partners. We did not meet the
qualification criteria for the FCC's re-auction in which Pegasus PCS Partners
acquired one of its two licenses. Pegasus Satellite's interest in Pegasus PCS
Partners was distributed to our company in connection with the February 2001
holding company reorganization as a result of the distribution of the stock of
Pegasus Development Corporation from Pegasus Satellite to our company. In
February 2001 and in May 2001, Pegasus PCS Partners sold its licenses. Aggregate
consideration for the sale of the two licenses was approximately $30.0 million.
In February 2002, Pegasus Development granted Mr. Pagon a ten-year option to
purchase its interest in Pegasus PCS Partners for the market value of that
interest, payable in cash or by delivery of marketable securities (including our
securities).

Licensing Arrangement with Personalized Media Communications, L.L.C.

         On January 13, 2000, our wholly owned subsidiary, Pegasus Development
Corporation, entered into a licensing arrangement with Personalized Media
Communications, L.L.C. Personalized Media is an advanced communications
technology company that owns an intellectual property portfolio consisting of
seven issued U.S. patents and over 10,000 claims submitted in several hundred
pending U.S. patent applications. A majority of pending claims are based on a
1981 filing date, with the remainder based on a 1987 filing date. Mary C.
Metzger, Chairman of Personalized Media and a member of our board of directors,
and John C. Harvey, Managing Member of Personalized Media and Ms. Metzger's
husband, own a majority of and control Personalized Media as general partners of
the Harvey Family Limited Partnership.

         Personalized Media granted Pegasus Development Corporation an exclusive
license for the distribution of satellite based services using Ku band BSS
frequencies at the 101(degree), 110(degree) and 119(degree) west longitude
orbital locations and Ka band FSS frequencies at the 99(degree), 101(degree),
103(degree) and 125(degree) west longitude orbital locations, which frequencies
have been licensed by the FCC to affiliates of Hughes Electronics Corporation.
In addition, Personalized Media granted to Pegasus Development Corporation the
right to license on an exclusive basis and on favorable terms the patent
portfolio of Personalized Media in connection with other frequencies that may be
licensed to Pegasus Development Corporation in the future.

         The license granted by Personalized Media provides rights to all claims
covered by Personalized Media's patent portfolio, including functionality for
automating the insertion of programming at a DBS uplink, the enabling of pay per
view buying, the authorization of receivers, the assembly of records of product
and service selections made by viewers including the communication of this
information to billing and fulfillment operations, the customizing of
interactive program guide features and functions made by viewers and the
downloading of software to receivers by broadcasters. Pegasus Development
Corporation has paid license fees to Personalized Media of $100,000 per year in
2001, 2002 and 2003.







                                       15
<PAGE>

         In connection with the licensing arrangement, Pegasus Development
Corporation paid approximately $14.3 million in cash, 40,000 shares of our Class
A common stock and warrants to purchase 200,000 shares of our Class A common
stock at an exercise price of $450.00 per share and with a term of ten years, in
each case as adjusted for our one-for-ten reverse stock split effective as of
December 31, 2002.

Other Transactions

         In 1999, we loaned $199,999 to Nicholas A. Pagon, our former Senior
Vice President of Broadcast Operations, bearing interest at the rate of 6% per
annum, with the principal amount due on the fifth anniversary of the date of the
promissory note. Mr. Pagon was required to use half of the proceeds of the loan
to purchase shares of our Class A common stock, and the loan is collateralized
by those shares. The balance of the loan proceeds may be used at Mr. Pagon's
discretion. Mr. Pagon resigned from our company as of March 23, 2001. The loan
remains outstanding, with a balance of approximately $252,875 at December 31,
2002, consisting of principal and cumulative interest to that date.

          Pegasus Communications Management Company (PCMC, a subsidiary) has
from time to time provided accounting and administrative services to companies
affiliated with Marshall W. Pagon and has paid certain expenses on behalf of the
affiliated companies which expenses have been reflected on [our/Pegasus
Satellite's] books and financial statements as receivables from the affiliated
companies. These receivables are primarily comprised of legal, accounting, and
corporate organizational fees charged by third parties and paid by PCMC and of
allocations to the affiliated companies by PCMC of a portion of PCMC's
accounting and overhead costs. Since the beginning of the 2002 fiscal year, the
largest amount of receivables outstanding at any time was approximately
$768,000. As of December 31, 2002, the aggregate amount of receivables
outstanding was $627,332. As of the date of this report, the aggregate amount of
receivables outstanding was $497,050. No interest was charged with respect to
amounts outstanding from time to time.









                                       16
<PAGE>



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (a) The following documents are filed as part of this Report:

             (1) Financial Statements

                 The financial statements filed as part of this Report are
                 listed on the Index to Consolidated Financial Statements and
                 Financial Statement Schedule on page F-1.

             (2) Financial Statement Schedules

                 Schedule II - Valuation and Qualifying Accounts........    S-1

                 All other schedules are omitted because they are not applicable
                 or the required information is shown in the financial
                 statements or notes thereto.

             (3) Exhibits

Exhibit Number          Description of Document
--------------          -----------------------

2.1                     Agreement and Plan of Merger among Pegasus
                        Communications Corporation, Pegasus Holdings Corporation
                        I and Pegasus Merger Sub, Inc. dated as of February 22,
                        2001 (which is incorporated herein by reference to
                        Exhibit 2.3 to the 10-K of Pegasus Satellite
                        Communications, Inc. (formerly named Pegasus
                        Communications Corporation) dated April 2, 2001).

3.1*                    Form of Amended and Restated Certificate of
                        Incorporation of Pegasus Communications Corporation.

3.2                     By-Laws of Pegasus Communications Corporation
                        (incorporated herein by reference to Exhibit 3.6 to the
                        Annual Report on Form 10-K of Pegasus Satellite
                        Communications, Inc. filed with the SEC on April 2,
                        2001).

3.3                     Certificate of Designation, Preferences and Relative,
                        Participating, Optional and Other Special Rights of
                        Preferred Stock and Qualifications, Limitations and
                        Restrictions Thereof of 6-1/2% Series C Convertible
                        Preferred Stock of Pegasus Communications Corporation
                        (incorporated herein by reference to Exhibit 3.8 to the
                        Annual Report on Form 10-K of Pegasus Satellite
                        Communications, Inc. filed with the SEC on April 2,
                        2001).

3.4                     Certificate of Designation, Preferences and Rights of
                        Series D Junior Convertible Participating Preferred
                        Stock of Pegasus Communications Corporation
                        (incorporated herein by reference to Exhibit 3.9 to the
                        Annual Report on Form 10-K of Pegasus Satellite
                        Communications, Inc. filed with the SEC on April 2,
                        2001).

3.5                     Certificate of Designation, Preferences and Rights of
                        Series E Junior Convertible Participating Preferred
                        Stock of Pegasus Communications Corporation
                        (incorporated herein by reference to Exhibit 3.10 to the
                        Annual Report on Form 10-K of Pegasus Satellite
                        Communications, Inc. filed with the SEC on April 2,
                        2001).







                                       17
<PAGE>

4.1                     Indenture, dated as of July 7, 1995, by and among
                        Pegasus Media & Communications, Inc., the Guarantors (as
                        this term is defined in the Indenture), and First
                        Fidelity Bank, National Association, as Trustee,
                        relating to the 12-1/2% Series B Senior Subordinated
                        Notes due 2005 (including the form of Notes and
                        Subsidiary Guarantee) (which is incorporated herein by
                        reference to Exhibit 4.1 to the Registration Statement
                        on Form S-4 of Pegasus Media & Communications, Inc.
                        (File No. 33-95042)).

4.2                     Form of 12-1/2% Series B Senior Subordinated Notes due
                        2005 (included in Exhibit 4.1 above).

4.3                     Indenture, dated as of October 21, 1997, by and between
                        Pegasus Satellite Communications, Inc. (then named
                        Pegasus Communications Corporation) and First Union
                        National Bank, as trustee, relating to the 9-5/8% Senior
                        Notes due 2005 (which is incorporated herein by
                        reference to Exhibit 4.1 to Amendment No. 1 to the Form
                        8-K dated September 8, 1997 of Pegasus Satellite
                        Communications, Inc. (formerly named Pegasus
                        Communications Corporation)).

4.4                     Form of 9-5/8% Senior Notes due 2005 (included in
                        Exhibit 4.3 above).

4.5                     Indenture, dated as of November 30, 1998, by and between
                        Pegasus Satellite Communications, Inc. (then named
                        Pegasus Communications Corporation) and First Union
                        National Bank, as trustee, relating to the 9-3/4% Senior
                        Notes due 2006 (which is incorporated herein by
                        reference to Exhibit 4.6 to the Registration Statement
                        on Form S-3 of Pegasus Satellite Communications, Inc.
                        (formerly named Pegasus Communications Corporation)
                        (File No. 333-70949)).

4.6                     Form of 9-3/4% Senior Notes due 2006 (included in
                        Exhibit 4.5 above).

4.7                     Indenture, dated as of November 19, 1999, by and between
                        Pegasus Satellite Communications, Inc. (then named
                        Pegasus Communications Corporation) and First Union
                        National Bank, as Trustee, relating to the 12-1/2%
                        Senior Notes due 2007 (which is incorporated herein by
                        reference to Exhibit 4.1 to the Registration Statement
                        on Form S-4 of Pegasus Satellite Communications, Inc.
                        (formerly named Pegasus Communications Corporation)
                        (File No. 333-94231)).

4.8                     Form of 12-1/2% Senior Notes due 2007 (included in
                        Exhibit 4.7 above).

4.9                     Indenture, dated as of May 31, 2001, by and between
                        Pegasus Satellite Communications, Inc. and First Union
                        National Bank, as trustee, relating to the 12-3/8%
                        Senior Notes due 2006 of Pegasus Satellite
                        Communications, Inc. (which is incorporated herein by
                        reference to Exhibit 4.6 to Form 10-K of Pegasus
                        Communications Corporation filed with the Securities and
                        Exchange Commission April 3, 2002).

4.10                    Form of 12-3/8% Senior Notes due 2006 of Pegasus
                        Satellite Communications, Inc. (included in Exhibit 4.9
                        above).






                                       18
<PAGE>

4.11                    Indenture, dated as of May 31, 2001, by and between
                        Pegasus Satellite Communications, Inc. and First Union
                        National Bank, as trustee, relating to the 13-1/2%
                        Senior Subordinated Discount Notes due 2007 of Pegasus
                        Satellite Communications, Inc. (which is incorporated
                        herein by reference to Exhibit 4.8 to Form 10-K of
                        Pegasus Communications Corporation filed with the
                        Securities and Exchange Commission April 3, 2002).

4.12                    Form of 13-1/2% Senior Subordinated Discount Notes due
                        2007 of Pegasus Satellite Communications, Inc. (included
                        in Exhibit 4.11 above).

4.13                    Indenture, dated as of December 19, 2001, by and between
                        Pegasus Satellite Communications, Inc. and J.P. Morgan
                        Trust Company, National Association, as trustee,
                        relating to the 11-1/4% Senior Notes due 2010 of Pegasus
                        Satellite Communications, Inc. (which is incorporated
                        herein by reference to Exhibit 4.10 to Form 10-K of
                        Pegasus Communications Corporation filed with the
                        Securities and Exchange Commission April 3, 2002).

4.14                    Form of 11-1/4% Senior Notes due 2010 of Pegasus
                        Satellite Communications, Inc. (included in Exhibit 4.13
                        above).

4.15                    Amended and Restated Voting Agreement, dated May 5,
                        2000, among Pegasus Communications Corporation, Fleet
                        Venture Resources, Inc., Fleet Equity Partners VI, L.P.,
                        Chisholm Partners III, L.P., and Kennedy Plaza Partners,
                        Spectrum Equity Investors, L.P. and Spectrum Equity
                        Investors II, L.P., Alta Communications VI, L.P., Alta
                        Subordinated Debt Partners III, L.P. and Alta-Comm S By
                        S, L.L.C., and Pegasus Communications Holdings, Inc.,
                        Pegasus Capital, L.P., Pegasus Scranton Offer Corp,
                        Pegasus Northwest Offer Corp, and Marshall W. Pagon, an
                        individual (which is incorporated herein by reference to
                        Exhibit 10.1 to the Form 8-K of Pegasus Satellite
                        Communications, Inc. (formerly named Pegasus
                        Communications Corporation) dated May 5, 2000).

4.16                    Registration Rights Agreement dated May 5, 2000, among
                        Pegasus Communications Corporation, Fleet Venture
                        Resources, Inc., Fleet Equity Partners VI, L.P.,
                        Chisholm Partners III, L.P., and Kennedy Plaza Partners,
                        Spectrum Equity Investors, L.P. and Spectrum Equity
                        Investors II, L.P., Alta Communications VI, L.P., Alta
                        Subordinated Debt Partners III, L.P. and Alta-Comm S By
                        S, L.L.C., and Pegasus Communications Holdings, Inc.,
                        Pegasus Capital, L.P., Pegasus Scranton Offer Corp,
                        Pegasus Northwest Offer Corp, and Marshall W. Pagon, an
                        individual (which is incorporated herein by reference to
                        Exhibit 10.2 to the Form 8-K of Pegasus Satellite
                        Communications, Inc. (formerly named Pegasus
                        Communications Corporation) dated May 5, 2000).

4.17                    Registration Rights Agreement, dated as of December 19,
                        2001, by and among Pegasus Satellite Communications,
                        Inc., CIBC World Markets Corp. and Bear Stearns & Co.
                        Inc. (which is incorporated herein by reference to
                        Exhibit 4.14 to Form 10-K of Pegasus Communications
                        Corporation filed with the Securities and Exchange
                        Commission April 3, 2002).

10.1                    NRTC/Member Agreement for Marketing and Distribution of
                        DBS Services, dated June 24, 1993, between the National
                        Rural Telecommunications Cooperative and Pegasus Cable
                        Associates, Ltd. (which is incorporated herein by
                        reference to Exhibit 10.28 to the Registration Statement
                        on Form S-4 of Pegasus Media & Communications, Inc.
                        (File No. 33-95042) (other similar agreements with the
                        National Rural Telecommunications Cooperative are not
                        being filed but will be furnished upon request, subject
                        to restrictions on confidentiality, if any)).






                                       19
<PAGE>

10.2                    Amendment to NRTC/Member Agreement for Marketing and
                        Distribution of DBS Services, dated June 24, 1993,
                        between the National Rural Telecommunications
                        Cooperative and Pegasus Cable Associates, Ltd. (which is
                        incorporated herein by reference to Exhibit 10.29 to the
                        Registration Statement on Form S-4 of Pegasus Media &
                        Communications, Inc. (File No. 33-95042)).

10.3                    DIRECTV Sign-Up Agreement, dated May 3, 1995, between
                        DIRECTV, Inc. and Pegasus Satellite Television, Inc.
                        (which is incorporated herein by reference to Exhibit
                        10.30 to the Registration Statement on Form S-4 of
                        Pegasus Media & Communications, Inc. (File No.
                        33-95042)).

10.4                    Credit Agreement dated January 14, 2000 among Pegasus
                        Media & Communications, Inc., the lenders party thereto,
                        CIBC World Markets Corp., Deutsche Bank Securities Inc.,
                        Canadian Imperial Bank of Commerce, Bankers Trust
                        Company and Fleet National Bank (which is incorporated
                        herein by reference to Exhibit 10.7 to the Registration
                        Statement on Form S-4 of Pegasus Satellite
                        Communications, Inc. (formerly named Pegasus
                        Communications Corporation) (File No. 333-31080)).

10.5                    First Amendment to Credit Agreement dated as of July 23,
                        2001, which amends the Credit Agreement dated January
                        14, 2000 among Pegasus Media & Communications, Inc., the
                        lenders party thereto, CIBC World Markets Corp.,
                        Deutsche Bank Securities Inc., Canadian Imperial Bank of
                        Commerce, Bankers Trust Company and Fleet National Bank,
                        (which is incorporated herein by reference to Exhibit
                        10.1 of Pegasus Communications Corporation's Form 10-Q
                        for the quarter ended June 30, 2001).

10.6                    Second Amendment to Credit Agreement dated as of
                        November 13, 2001, which amends the Credit Agreement
                        dated January 14, 2000 among Pegasus Media &
                        Communications, Inc., the lenders party thereto, CIBC
                        World Markets Corp., Deutsche Bank Securities Inc.,
                        Canadian Imperial Bank of Commerce, Bankers Trust
                        Company and Fleet National Bank. (which is incorporated
                        herein by reference to Exhibit 10.6 to Form 10-K of
                        Pegasus Communications Corporation filed with the
                        Securities and Exchange Commission April 3, 2002).

10.7+                   Pegasus Communications 1996 Stock Option Plan, as
                        amended and restated effective as of February 13, 2002
                        (which is incorporated herein by reference to Appendix B
                        to the definitive proxy statement of Pegasus
                        Communications Corporation filed with the Securities
                        Exchange Commission on May 9, 2002).

10.8+                   Pegasus Restricted Stock Plan, as amended and restated
                        effective as of February 13, 2002 (which is incorporated
                        herein by reference to Appendix C to the definitive
                        proxy statement of Pegasus Communications Corporation
                        filed with the Securities Exchange Commission on May 9,
                        2002).

10.9+                   Pegasus Communications Corporation Executive Incentive
                        Plan (which is incorporated herein by reference to
                        Exhibit 10.1 to the Form 10-Q of Pegasus Communications
                        Corporation dated May 17, 2001).






                                       20
<PAGE>

10.10                   Agreement, effective as of September 13, 1999, by and
                        among ADS Alliance Data Systems, Inc., Pegasus Satellite
                        Television, Inc. and Digital Television Services, Inc.
                        (which is incorporated herein by reference to Exhibit
                        10.1 to the Form 10-Q dated November 12, 1999 of Pegasus
                        Satellite Communications, Inc. (formerly named Pegasus
                        Communications Corporation)).

10.11                   Amendment dated December 30, 1999, to ADS Alliance
                        Agreement among ADS Alliance Data Systems, Inc., Pegasus
                        Satellite Television, Inc. and Digital Television
                        Securities, Inc., dated September 13, 1999 (which is
                        incorporated herein by reference to Exhibit 10.8 to the
                        Registration Statement on Form S-4 of Pegasus Satellite
                        Communications, Inc. (formerly named Pegasus
                        Communications Corporation) (File No. 333-31080)).

10.12+                  Executive Employment Agreement effective as of June 1,
                        2002 for Ted S. Lodge (which is incorporated herein by
                        reference to Exhibit 10.1 to Form 10-Q of Pegasus
                        Communications Corporation filed with the Securities and
                        Exchange Commission on August 14, 2002).

10.13*+                 Amendment No. 1 to the Pegasus Communications 1996 Stock
                        Option Plan (as amended and restated effective as of
                        February 13, 2002), effective as of September 1, 2002.

10.14*+                 Amendment No. 2 to the Pegasus Communications 1996 Stock
                        Option Plan (as amended and restated effective as of
                        February 13, 2002), effective as of December 31, 2002.

10.15*+                 Amendment No. 3 to the Pegasus Communications 1996 Stock
                        Option Plan (as amended and restated effective as of
                        February 13, 2002), effective as of December 31, 2002.

10.16*+                 Amendment No. 1 to the Pegasus Communications Restricted
                        Stock Plan (as amended and restated effective as of
                        February 13, 2002), effective as of December 31, 2002
                        (included in Exhibit 10.14).

10.17*+                 Amendment No. 2 to the Pegasus Communications Restricted
                        Stock Plan (as amended and restated effective as of
                        February 13, 2002), effective as of December 31, 2002
                        (included in Exhibit 10.15).

10.18+                  Pegasus Communications Corporation Short Term Incentive
                        Plan (Corporate, Satellite and Business Development) for
                        calendar year 2002 (which is incorporated herein by
                        reference to Exhibit 10.2 to the Form 10-Q of Pegasus
                        Communications Corporation filed with the Securities and
                        Exchange Commission on August 14, 2002).

10.19+                  Supplemental Description of Pegasus Communications
                        Corporation Short Term Incentive Plan (Corporate,
                        Satellite and Business Development) for calendar year
                        2002 (which is incorporated herein by reference to
                        Exhibit 10.3 to the Form 10-Q of Pegasus Communications
                        Corporation filed with the Securities and Exchange
                        Commission on August 14, 2002).





                                       21
<PAGE>

10.20+                  Description of Long Term Incentive Compensation Program
                        Applicable to Executive Officers (which is incorporated
                        herein by reference to Exhibit 10.4 to the Form 10-Q of
                        Pegasus Communications Corporation filed with the
                        Securities and Exchange Commission on August 14, 2002).

21.1*                   Subsidiaries of Pegasus Communications Corporation.

23.1*                   Consent of PricewaterhouseCoopers LLP.

24.1*                   Power of Attorney (included on Signatures page).

99.1**                  Certification Pursuant to Section 906 of the
                        Sarbanes-Oxley Act of 2002.

99.2**                  Certification Pursuant to Section 906 of the
                        Sarbanes-Oxley Act of 2002.

99.3***                 Certification Pursuant to Section 906 of the
                        Sarbanes-Oxley Act of 2002.

99.4***                 Certification Pursuant to Section 906 of the
                        Sarbanes-Oxley Act of 2002.

----------------
*     Previously filed.
**    Previously furnished  in accordance with interim filing guidance provided
      by SEC Release No. 33-8212.
***   Furnished in accordance with interim filing guidance provided by SEC
      Release No. 33-8212.

+ Indicates a management contract or compensatory plan.


         (b) Reports on Form 8-K.

         On December 9, 2002, PCC filed a Current Report on Form 8-K dated
December 6, 2002 reporting that its board of directors approved a one for ten
reverse stock split of its Class A and Class B common stock, pursuant to
authorization obtained from its stockholders at their annual meeting held on May
31, 2002, and that the reverse stock split would become effective on or about
December 31, 2002.











                                       22
<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                            PEGASUS COMMUNICATIONS CORPORATION


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

Date: April 30, 2003



































                                       23
<PAGE>



                                  CERTIFICATION

I, Marshall W. Pagon, certify that:

    1. I have reviewed this annual report on Form 10-K/A of Pegasus
       Communications Corporation;

    2. Based on my knowledge, this annual report does not contain any untrue
       statement of a material fact or omit to state a material fact necessary
       to make the statements made, in light of the circumstances under which
       such statements were made, not misleading with respect to the period
       covered by this annual report;

    3. Based on my knowledge, the financial statements, and other financial
       information included in this annual report, fairly present in all
       material respects the financial condition, results of operations and cash
       flows of the registrant as of, and for, the periods presented in this
       annual report;

    4. The registrant's other certifying officer and I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
       have:

       a) designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

       b) evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

       c) presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

    5. The registrant's other certifying officer and I have disclosed, based on
       our most recent evaluation, to the registrant's auditors and the audit
       committee of the registrant's board of directors:

       a) all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

       b) any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

    6. The registrant's other certifying officer and I have indicated in this
       annual report whether there were significant changes in internal controls
       or in other factors that could significantly affect internal controls
       subsequent to the date of our most recent evaluation, including any
       corrective actions with regard to significant deficiencies and material
       weaknesses.



April 30, 2003

                                                       /s/ Marshall W. Pagon
                                                       -------------------------
                                                       Marshall W. Pagon
                                                       Chief Executive Officer




                                       24
<PAGE>



                                  CERTIFICATION

I, Joseph W. Pooler, Jr., certify that:

    1. I have reviewed this annual report on Form 10-K/A of Pegasus
       Communications Corporation;

    2. Based on my knowledge, this annual report does not contain any untrue
       statement of a material fact or omit to state a material fact necessary
       to make the statements made, in light of the circumstances under which
       such statements were made, not misleading with respect to the period
       covered by this annual report;

    3. Based on my knowledge, the financial statements, and other financial
       information included in this annual report, fairly present in all
       material respects the financial condition, results of operations and cash
       flows of the registrant as of, and for, the periods presented in this
       annual report;

    4. The registrant's other certifying officer and I are responsible for
       establishing and maintaining disclosure controls and procedures (as
       defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
       have:

       a) designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

       b) evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

       c) presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

    5. The registrant's other certifying officer and I have disclosed, based on
       our most recent evaluation, to the registrant's auditors and the audit
       committee of the registrant's board of directors:

       a) all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

       b) any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

    6. The registrant's other certifying officer and I have indicated in this
       annual report whether there were significant changes in internal controls
       or in other factors that could significantly affect internal controls
       subsequent to the date of our most recent evaluation, including any
       corrective actions with regard to significant deficiencies and material
       weaknesses.


April 30, 2003


                                                /s/ Joseph W. Pooler, Jr.
                                                --------------------------------
                                                Joseph W. Pooler, Jr.
                                                Senior Vice President of Finance



                                       25
<PAGE>



                                  EXHIBIT INDEX

Exhibit Number     Description of Document
--------------     -----------------------

99.3               Certification Pursuant to Section 906 of the Sarbanes-Oxley
                   Act of 2002.

99.4               Certification Pursuant to Section 906 of the Sarbanes-Oxley
                   Act of 2002.



















                                       26