Summary of PEGASUS COMMUNICATIONS CORP /

Item 5. Other Events.

On August 2, 2004, Pegasus Communications Corporation issued a pressrelease announcing that Pegasus Communications and its subsidiary, PegasusSatellite Communications, Inc. (and/or its subsidiaries) have entered intoagreements with DIRECTV, INC., the National Rural TelecommunicationsCooperative, and the official committee of unsecured creditors of PegasusSatellite (the Committee) that provide for (1) the sale of Pegasus Satellitessatellite television assets to DIRECTV, Inc. for a purchase price of $938million, including $875 million cash, plus certain adjustments to be made atclosing; (2) cooperation between Pegasus Satellite and DIRECTV to assureuninterrupted delivery of DIRECTV programming to Pegasus Satellites subscribers;and (3) a dismissal of all litigation concerning Pegasus Satellites distributionof DIRECTV services and Pegasus Satellites bankruptcy. In addition, PegasusCommunications and the Committee have reached an agreement in principle on thesale of the broadcast television stations owned by Pegasus Satellite to PegasusCommunications, subject to higher and better offers. The sale of the satellitetelevision assets and the settlement with DIRECTV as well as the sale of thebroadcast television stations are subject to bankruptcy court approval andapplicable antitrust filings and approvals. The Asset Purchase Agreement,Cooperation Agreement, Settlement Agreement, Lock-Up Agreement, and pressrelease relating to the transaction are attached hereto as exhibits 2.1, 10.1,10.2, 10.3, and 99.1 respectively, and are incorporated herein by reference.

Item 7.     Financial Statements and Exhibits.(a) - (b)      Not applicable.(c)      Exhibits:ExhibitNumber    Description of Exhibit2.1         Asset Purchase Agreement by and among Pegasus Satellite            Television, Inc., Golden Sky Systems, Inc., DIRECTV, Inc., and            certain other subsidiaries of Pegasus Satellite Communications,            Inc. listed therein dated as of July 30, 2004.10.1        Cooperation Agreement by and among Pegasus Satellite            Communications, Inc. on its own behalf and on behalf of its            direct and indirect subsidiaries that are sellers under the            Asset Purchase Agreement, and DIRECTV, Inc. dated as of July            30, 2004.10.2        Global Settlement Agreement by and among Pegasus Satellite            Communications, Inc. (on its own behalf and on behalf of its            direct and indirect subsidiaries listed therein), Pegasus            Communications Corporation, DIRECTV, Inc., National Rural            Telecommunications Cooperative, the statutory committee of            unsecured creditors duly appointed in the Chapter 11 Case, and            the other parties listed therein dated as of July 30, 2004.10.3        Lock-up agreement by and among Pegasus Communications            Corporation, Pegasus Satellite Communications, Inc. and its            direct and indirect subsidiaries, the statutory committee of            unsecured creditors duly appointed in the Chapter 11 Cases            and each member of the Official Committee of Unsecured            Creditors appointed in the Chapter 11 Cases listed on the            signature pages therein dated as of July 30, 2004.99.1   Press release dated August 2, 2004.