SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549



                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Pegasus Communications Corporation
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)

Delaware                                                    51-0374669
- ----------------------------------------------              -------------------
(State of Incorporation or Organization)                    (I.R.S. Employer
                                                            Identification No.)
c/o Pegasus Communications Management Company
Suite 454, 5 Radnor Corporate Center
100 Matsonford Road, Radnor, Pennsylvania                        19087
- ----------------------------------------------              -------------------
(Address of principal executive offices)                    (zip code)

If this Form relates to the               If this Form relates to the 
registration of a class of debt           registration of a class of debt 
securities and is effective upon          securities and is to become 
filing pursuant to General                effective simultaneously with
Instruction A(c)(1), please check         the effectiveness of a concurrent 
the following box.  / /                   registration statement under the
                                          Securities Act of 1933 pursuant to
                                          General Instruction A(c)(2), 
                                          please check the following box. / /

Securities to be registered pursuant to Section 12(b) of the Act:

    Title of Each Class                Name of Each Exchange on Which
    to be so Registered                Each Class is to be Registered
    -------------------                ------------------------------

  None
- ---------------------------------      ----------------------------------------

Securities to be registered pursuant to Section 12(g) of the Act:

  Class A Common Stock
- -------------------------------------------------------------------------------
                                (Title of class)






Item 1.  Description of Registrant's Securities to be Registered
         -------------------------------------------------------

         The security registered hereunder is the Class A Common Stock of the
Registrant. A description of the Registrant's Class A Common Stock is
incorporated by reference to the description set forth under the heading
"Description of Capital Stock" in the Registrant's Registration Statement on
Form S-1 (File No. 333-05057) (as amended from time to time (the "Registration
Statement")), filed with the Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933, as amended.

Item 2.  Exhibits
         --------

         1. Registrant's Certificate of Incorporation, as amended (incorporated
            by reference to Exhibit 3.1, as amended, of the Registration
            Statement).

         2. Registrant's By-laws, as amended (incorporated by reference to
            Exhibit 3.2, as amended, of the Registration Statement).






                                    SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                         PEGASUS COMMUNICATIONS CORPORATION


Date: September 18, 1996                  By:/s/ Robert N. Verdecchio
                                             ------------------------
                                             Robert N. Verdecchio,
                                             Senior Vice President and
                                             Chief Financial Officer