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Prospectus Supplement No. 5 Filed Pursuant to Rule 424(b)(3)
dated November 30, 2000 Registration No. 333-32668
(to Prospectus dated April 6, 2000) Cusip No. 705904 506
[GRAPHIC OMITTED]
PEGASUS
COMMUNICATIONS
PEGASUS COMMUNICATIONS CORPORATION
3,000,000 Shares of 6 1/2% Series C Convertible Preferred Stock
and
the Shares of Class A Common Stock Issuable upon Conversion of the
Series C Convertible Preferred Stock
The following table supplements and amends the information set forth on
pages 37 to 41 in the prospectus under Selling Security Holders with respect to
certain Series C convertible preferred stock selling security holders and the
number of shares of Series C convertible preferred stock beneficially owned by
such holders that may be offered and sold pursuant to the prospectus dated April
6, 2000. This prospectus supplement is not complete without, and may not be
delivered or utilized except in connection with, the prospectus.
<TABLE>
<CAPTION>
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NUMBER OF SHARES OF PERCENTAGE OF
SERIES C SERIES C PERCENTAGE OF
CONVERTIBLE CONVERTIBLE NUMBER OF SHARES OF CLASS CLASS A COMMON
PREFERRED STOCK THAT PREFERRED STOCK A COMMON STOCK THAT MAY STOCK
NAME MAY BE SOLD OUTSTANDING BE SOLD (1) OUTSTANDING (2)
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<S> <C> <C> <C> <C>
Morgan Stanley & Co. 2,000 * 3,137 *
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</TABLE>
* less than 1%
(1) Assumes conversion of all of the holders' Series C convertible
preferred stock at a conversion price of $63.75 per share of Class A
common stock. However, this conversion price will be subject to
adjustment as described under Description of Series C Convertible
Preferred Stock--Conversion Rights. As a result, the amount of Class A
common stock issuable upon conversion of the Series C convertible
preferred stock may increase or decrease in the future.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act using
45,904,440 shares of Class A common stock outstanding as of November
29, 2000. In calculating this amount, we treated as outstanding the
number of shares of Class A common stock issuable upon conversion of
all of that particular holder's Series C convertible preferred stock.
However, we did not assume the conversion of any other holder's Series
C convertible preferred stock.
Because the selling security holders listed above and in the prospectus
under the caption Selling Security Holders may, pursuant to the prospectus, as
supplemented, offer all or some portion of the Series C convertible preferred
stock, no estimate can be given as to the amount of Series C convertible
preferred stock that will be held by the selling security holders upon
termination of any such sales.
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Furthermore, the selling security holders identified in the table set
forth in the prospectus under the caption Selling Security Holders may have
sold, transferred or otherwise disposed of all or a portion of their Series C
convertible preferred stock or Class A common stock since the date on which they
provided us with information regarding their Series C convertible preferred
stock or Class A common stock, and we have not made any independent inquiries as
to the foregoing.
All information provided in this prospectus supplement is current as of
November 29, 2000.
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