SC TO-I/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   SCHEDULE TO
            Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934

                                (AMENDMENT NO. 5)

                       PEGASUS COMMUNICATIONS CORPORATION
                            (Name of Subject Company)

                       PEGASUS COMMUNICATIONS CORPORATION
             (to be renamed Pegasus Satellite Communications, Inc.)
                         (Name of Fling Person (Issuer))

            12 3/4% Series A Cumulative Exchangeable Preferred Stock
                         (Title of Class of Securities)

                                    705904209
                      (CUSIP Number of Class of Securities)

                              Scott A. Blank, Esq.
                                 Vice President
                       Pegasus Communications Corporation
                  c/o Pegasus Communications Management Company
                         225 City Line Avenue, Suite 200
                         Bala Cynwyd, Pennsylvania 19004
                            Telephone: (888) 438-7488

                                    Copy to:

                             Michael B. Jordan, Esq.
                           Drinker Biddle & Reath LLP
                                One Logan Square
                             18th and Cherry Streets
                           Philadelphia, PA 19103-6996
                                 (215) 988-2700
          (Name, Address, and Telephone Number of Person Authorized to
         Receive Notices and Communications on Behalf of Filing Person)

                            Calculation of Filing Fee


Transaction Valuation*                            Amount of Filing Fee**
- ------------------------------------    --------------------------------------
  $162,588,000                                          $32,517.60


*   Estimated for purposes of calculating the amount of the filing fee only. The
    amount assumes the exchange of the entire $152.8 million outstanding
    liquidation preference of Series A Cumulative Exchangeable Preferred Stock,
    plus accrued and unpaid dividends as of the settlement date (the "Pegasus
    Communications Preferred Stock") of Pegasus Communications Corporation for
    an equal amount of Series A Cumulative Exchangeable Preferred Stock (the
    "Pegasus Satellite Preferred Stock") of Pegasus Satellite Communications,
    Inc. Based on the accumulated value of the outstanding Pegasus
    Communications Preferred Stock as of January 18, 2001, the transaction value
    is equal to $162,588,000. The amount of the filing fee, calculated in
    accordance with Rule 0-11 of the Securities Exchange Act of 1934, as
    amended, equals 1/50th of one percent of the transaction value.

**  Previously paid.

|X|  Check the box if any part of the fee is offset as provided by Rule
     0-11(A)(2) and identify the filing with which the offsetting fee was
     previously paid. Identify the previous filing by registration statement
     number, or the form or schedule and the date of its filing.

     Amount previously paid:  $32,517.60
     Filing Party:  Pegasus Communications Corporation
     Form or Registration No.:  Schedule TO
     Date Filed:  December 19, 2000

| |  Check the box if the filing relates solely to preliminary communications
     made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

     | | third-party tender offer subject to Rule 14d-1.
     |X| issuer tender offer subject to Rule 13e-4.
     | | going-private transaction subject to Rule 13e-3.
     | | amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of a tender offer: | |





                                  TENDER OFFER


     This Amendment No. 5 further amends the Tender Offer Statement on Schedule
TO (the "Schedule TO") filed by Pegasus Communications Corporation, a Delaware
corporation, on December 19, 2000 in connection with its offer to exchange up to
$162.6 million aggregate liquidation preference of Pegasus Communications
Preferred Stock or a lesser amount as is properly tendered and not withdrawn,
for an equal amount of Pegasus Satellite Preferred Stock on the terms and
subject to the conditions described in the Offering Memorandum, dated December
19, 2000, and related Consent and Letter of Transmittal (the Offering Memorandum
and the Consent and Letter of Transmittal, as amended and supplemented from time
to time, together constitute the "Offer"). Unless otherwise indicated, all
capitalized terms used but not defined herein shall have the meanings assigned
to them in the Offering Memorandum.


     The Schedule TO, which expressly incorporates by reference the information
provided in the Offer in response to all items in the Statement, is hereby
amended and supplemented as follows.

ITEMS 1, 4 and 6.

     2. Items 1, 4 and 6 are hereby further amended and supplemented by the
addition of the following:

     The initial period of the Offer, which was scheduled to expire at 5:00
p.m., New York City time, on January 18, 2001, and which was extended to 5:00
p.m., New York City time, on January 22, 2001, to 5:00 p.m., New York City
time, on January 26, 2001, to 5:00 p.m., New York City time, on January 31,
2001, and then to 5:00 p.m., New York City time, on February 1, 2001 has been
further extended to 5:00 p.m., New York City time on February 2, 2001, unless
further extended.

     In a letter dated February 1, 2001, delivered to The Depository Trust
Company, Pegasus Communications announced that the expiration date of the Offer
has been extended to 5:00 p.m., New York City time, on February 2, 2001, unless
further extended. A copy of the announcement is filed as Exhibit (a)(7) and is
incorporated in response to this Item by reference.

ITEM 12. EXHIBITS.

     Item 12 is hereby amended and supplemented by adding the following exhibit.


     (a)(7) Announcement delivered to The Depository Trust Company dated
            February 1, 2001






                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information provided in this statement is true, complete and correct.

                                     Dated:  February 1, 2001

                                     PEGASUS COMMUNICATIONS CORPORATION

                                     By:   /s/ Scott A. Blank
                                          ------------------------------
                                            Name:  Scott A. Blank
                                            Title: Vice President





                                 EXHIBIT INDEX

Exhibit No.      Description


(a)(7)           Announcement delivered to The Depository Trust Company dated
                 February 1, 2001

EX-99.(A)(7)

                                                                  EXHIBIT (a)(7)


                       PEGASUS COMMUNICATIONS CORPORATION

                     Notice of Extension of Expiration Date

                    and Consent Solicitation Expiration Date

     to Holders of 12 3/4% Series A Cumulative Exchangeable Preferred Stock

                      of Pegasus Communications Corporation

            (CUSIP Nos. 705904209 and HAF904205 (fractional shares))


                                February 1, 2001

         Pegasus Communications Corporation hereby notifies holders of its 12
3/4% Series A Cumulative Exchangeable Preferred Stock (the "Series A Preferred
Stock") that the exchange offer expiration date and consent solicitation
expiration date (each as defined in Pegasus Communications Corporation's
Offering Memorandum and Consent Solicitation Statement dated December 19, 2000)
for exchange of the Series A Preferred Stock and consent are extended to 5:00
p.m., New York City time, on February 2, 2001. At the close of business on
January 31, 2001, 139,365 shares of Series A Preferred Stock had been tendered
in the exchange offer.

Dated:  February 1, 2001