We propose a new optical intersatellite communications system with a phase conjugate mirror (PCM) in formation flying (FF). In conventional optical intersatellite communications, high-accurate target acquisition and tracking are required for both the transmitter and the receiver. In our system with a PCM, when a control beam from the receiver is captured by a PCM in the transmitter, the signal beam from the transmitter introduced back to the receiver as its phase-conjugate replica. Thus, it is not necessary for the transmitter to target the receiver. Another advantage of using a PCM is that we can utilize spatial filtering. Background noise by sunlight with the laser wavelength can also be efficiently suppressed by a spatial phase modulation/demodulation and filtering processes using phase compensation by the PCM, which leads to the improvement of the signal-to-noise ratio (SNR) and hence provides high data transmission rates in the system. In order to efficiently filter out the background noise, a large beam propagation angle is required in spatial filtering. We spatially modulate the background noise by the diffuser and reduce the beam diameter by the expansion/downscale optical system as a method to enlarge the beam propagation angle. In this paper, we show that our system can separate the noise from the signal by using the expansion/downscale optical system even under spatial phase modulation. In the analysis, the SNR is 32.6[dB] at <i>scale</i>=8.0×10<sup>4</sup>, when a spatial phase modulation by the diffuser is <i>θ</i>=1.5×10<sup>-5</sup>[rad].