SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* PENINSULA INVESTMENT PARTNERS LP (Last) (First) (Middle) 404B EAST MAIN ST. 2ND FL. (Street) CHARLOTTESVILLE VA 22902 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PEGASUS COMMUNICATIONS CORP / [ PGTV ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/27/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock par value $0.01	02/27/2004		P		83,300	A	$31.92	2,191,250	I	Footnote 1(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* PENINSULA INVESTMENT PARTNERS LP (Last) (First) (Middle) 404B EAST MAIN ST. 2ND FL. (Street) CHARLOTTESVILLE VA 22902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PENINSULA CAPITAL ADVISORS LLC (Last) (First) (Middle) 404B EAST MAIN STREET (Street) CHARLOTTESVILLE VA 22902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These securities are held in the account of Peninsula Investment Partners, L.P. (the "Partnership") for which Peninsula Capital Advisors, LLC ("Peninsula Advisors") serves as investment manager and in the accounts of a trust and retirement account managed by Peninsula Advisors. Mr. R. Ted Weschler is the managing member of Peninsula Advisors. Peninsula Advisors and Mr. Weschler may be deemed to beneficially own the securities held by the Partnership by virtue of Peninsula Advisor's position as investment manager of the Partnership and Mr. Weschler's status as the managing member of Peninsula Advisors.

Remarks:

(+) Each of the Reporting Person and the joint filer (each, a "Reporting Person" and collectively, the "Reporting Persons") disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. The Reporting Persons affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

	Peninsula Investment Partners, LP (+) By: Peninsula Capital Appreciation, LLC, its General Partner By: /s/ R. Ted Weschler, Managing Member	03/02/2004
	Peninsula Capital Advisors, LLC(+) By: /s/ R. Ted Weschler, Managing Member	03/02/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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