SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): January 26, 2004

                     PEGASUS SATELLITE COMMUNICATIONS, INC.

               (Exact Name of Registrant as Specified in Charter)

          Delaware                       0-21389                 51-0374669
----------------------------    -------------------------   --------------------
(State or Other Jurisdiction    (Commission File Number)    (IRS Employer
      of Incorporation)                                      Identification No.)


      c/o Pegasus Communications Management Company, 225 City Line Avenue,
                   Suite 200, Bala Cynwyd, Pennsylvania 19004

               (Address of Principal Executive Offices) (Zip Code)



        Registrant's telephone number, including area code: 888-438-7488

          (Former Name or Former Address, if Changed Since Last Report)






Item 5.           Other Events.
                  ------------

                  On January 26, 2004, Pegasus Satellite Communications, Inc.
(the "Company") announced that it commenced a cash tender offer for up to $100
million aggregate principal amount of certain series of outstanding debt
securities maturing in 2005 through 2007 (the "Tender Offer"). The Tender Offer
is subject to the satisfaction of certain conditions, including obtaining
satisfactory financing as well as other general conditions. A copy of the press
release announcing the Tender Offer is attached as Exhibit 99.1 and a copy of
the Offer to Purchase for the Tender Offer is attached and incorporated by
reference as Exhibit 99.2 to this Report.

Item 7.           Financial Statements and Exhibits.

                  (c) Exhibits.

                   99.1     Press release dated January 26, 2004.

                   99.2     Offer to Purchase dated January 26, 2004.





                                    SIGNATURE

                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                 PEGASUS SATELLITE COMMUNICATIONS, INC.


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


January 27, 2004





                                  EXHIBIT INDEX

Exhibit No.                Description

99.1                       Press release dated January 26, 2004.

99.2                       Offer to Purchase dated January 26, 2004.