PROSPECTUS SUPPLEMENT FILED UNDER RULE 424(B)(3) 
                                                            FILE NO. 333-14857 
                      PEGASUS COMMUNICATIONS CORPORATION 
                PROSPECTUS SUPPLEMENT DATED DECEMBER 24, 1996 
                     TO PROSPECTUS DATED NOVEMBER 7, 1996 

   This Prospectus Supplement relates to the offer (the "Registered Exchange 
Offer") by Pegasus Communications Corporation ("Pegasus") to exchange its 
Class A Common Stock (the "Class A Common Stock") for any or all of the Class 
B Common Stock (the "PM&C Class B Shares") of Pegasus' 95%-owned subsidiary, 
Pegasus Media & Communications, Inc. ("PM&C"). The Registered Exchange Offer, 
which was originally scheduled to expire on December 11, 1996, has been 
extended until 5:00 p.m., New York City time, on December 30, 1996. 

   On December 24, 1996, Pegasus filed with the Securities and Exchange 
Commission a registration statement relating to the proposed offering (the 
"Unit Offering") by Pegasus of units (the "Units") consisting of shares of 
Pegasus' Series A Cummulative Exchangeable Preferred Stock (the "Series A 
Preferred Stock") and warrants (the "Warrants") to purchase 193,600 shares in 
the aggregate of Class A Common Stock. The Unit Offering represents new 
financing. The Series A Preferred Stock would rank senior to Pegasus' Class A 
Common Stock and is expected to have an aggregate liquidation preference of 
$100 million. The dividend rate on the Series A Preferred Stock, the exercise 
price per Warrant and the offering price per Unit have not been determined. 

   Any holder of PM&C Class B Shares who has tendered PM&C Class B Shares in 
the Registered Exchange Offer may withdraw the tender by so notifying the 
Exchange Agent in writing. To be effective, a written notice of withdrawal 
must be received by the Exchange Agent, First Union National Bank of North 
Carolina, Attention: Corporate Actions Unit, 230 South Tryon Street, 11th 
Floor, Charlotte, North Carolina 28288-1153, not later than 5:00 p.m., New 
York City time, on December 30, 1996. 

   This Prospectus Supplement is being distributed to holders of PM&C Class B 
Shares so that they may evaluate whether they wish to participate in or 
withdraw their acceptances of the Registered Exchange Offer. It does not 
constitute an offer to sell or solicitation of an offer to buy the Units or 
any security included in the Units. Holders of PM&C Class B Shares who wish 
to obtain a copy of the prospectus relating to the Unit Offering in order to 
acquaint themselves with the terms of the Series A Preferred Stock should 
communicate with Robert N. Verdecchio, Chief Financial Officer of Pegasus, 
(610) 341-1801. 

   A registration statement relating to the Units has been filled with the 
Securities and Exchange Commission but has not yet become effective. The 
Units may not be sold nor may offers to buy be accepted prior to the time the 
registration statement becomes effective. This Prospectus Supplement shall 
not constitute an offer to sell or the solicitation of an offer to buy nor 
shall there be any sale of these securities in any state in which such offer, 
solicitation or sale would be unlawful prior to registration or qualification 
under the securities laws of any such state. 

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