UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                         Commission File Number 0-32383
                                                --------

                           NOTIFICATION OF LATE FILING
         (Check One):      |_|  Form 10-K   |_| Form 20-F     |_| Form 11-K
                           |X| Form 10-Q   |_| Form N-SAR     |_| Form N-CSR

         For Period Ended:    March 31, 2004
- --------------------------------------------------------------------------------
|_| Transition Report on Form 10-K          |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F          |_| Transition Report on Form N-SAR
|_| Transition Report on Form 11-K

         For the Transition Period Ended:
                                          --------------------------------------

  Read attached instruction sheet before preparing form. Please print or type.

         Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.

         If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:

                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant       Pegasus Satellite Communications, Inc.

Former name if applicable

Address of principal executive office (Street and number)
 c/o Pegasus Communications Management Company, 225 City Line Avenue, Suite 200
- --------------------------------------------------------------------------------
City, state and zip code     Bala Cynwyd, PA 19004
                          ------------------------


                                     PART II
                             RULE 12b-25 (b) AND (c)
         If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)

         (a)      The reasons described in reasonable detail in Part III of this
                  form could not be eliminated without unreasonable effort or
                  expense;

   |X|  (b)       The subject annual report, semi-annual report, transition
                  report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form
                  N-CSR, or portion thereof, will be filed on or before the
                  fifteenth calendar day following the prescribed due date; or
                  the subject quarterly report or transition report on Form
                  10-Q, or portion thereof, will be filed on or before the fifth
                  calendar day following the prescribed due date; and

         (c)      The accountant's statement or other exhibit required by Rule
                  12b-25(c) has been attached if applicable.

                                    PART III
                                    NARRATIVE

         State below in reasonable detail the reasons why Forms 10-K, 20-F,
11-K, 10-Q, N-SAR, N-CSR or the transition report or portion thereof, could not
be filed within the prescribed time period.

         The registrant is in the process of finalizing its financial statements
and disclosures and requires additional time to prepare its financial statements
and review and complete its Form 10-Q.

                                     PART IV
                                OTHER INFORMATION

         (1) Name and telephone number of person to contact in regard to this
notification

Scott A. Blank              (610)            934-7098
- --------------------  --------------------  -----------------
      (Name)              (Area Code)      (Telephone Number)

         (2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
                                                                |X| Yes  |_| No

         (3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
                                                                 |_|Yes   |X|No

         If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.


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

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date   May 17, 2004                         By:
     ---------------                            -------------------------------
                                                 Scott A. Blank
                                                 Senior Vice President

         Instruction. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
                                    ATTENTION

         Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

         1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.

         2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of the public record in the Commission files.

         3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities of
the registrant is registered.

         4. Amendments to the notifications must also be filed on Form 12b-25
but need not restate information that has been correctly furnished. The form
shall be clearly identified as an amended notification.

         5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.