SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 15
Certification and Notice of Termination of Registration under Section 12(g) of
the Securities Exchange Act of 1934 or Suspension of Duty to File Reports
under Sections 13 and 15(d) of the Securities Exchange Act of 1934.
Commission File Number 333-41227
PRICE COMMUNICATIONS CELLULAR
HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
45 Rockefeller Plaza
New York, NY 10020
(212) 757-5600
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(Address,including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
Senior Exchangeable Pay-in-Kind Notes due 2008
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(Title of each class of securities covered by this Form)
None
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(Title of all other classes of securities for which a duty to file reports
under Section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i) [ ] Rule 12h-3(b)(1)(ii) [ ]
Rule 12g-4(a)(1)(ii) [ ] Rule 12h-3(b)(2)(i) [ ]
Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(ii) [ ]
Rule 12g-4(a)(2)(ii) [ ] Rule 15d-6 [ ]
Rule 12h-3(b)(1)(i) [ X ]
Approximate number of holders of record as of the certification or notice
date: 16
Pursuant to the requirements of the Securities Exchange Act of 1934 Price
Communications Cellular Holdings, Inc. has caused this certification/notice to
be signed on its behalf by the undersigned duly authorized person.
DATE: February 1, 1999 BY: /s/Robert Price
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Name: Robert Price
Title: President