SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Price Communications Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
741437305
(CUSIP Number)
Peter G. Samuels, Esq.
1585 Broadway
New York, New York 10036
(212) 969-3335
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 15, 1994
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box /__/.
Check the following box if a fee is being paid with the statement
/__/. (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
(Continued on following pages(s))<PAGE>
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).<PAGE>
CUSIP NO. 741437305
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Price
052241539
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) /__/
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
/__/
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_________________________________________________________________
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
1,758,335
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
724,191
10. SHARED DISPOSITIVE POWER
1,034,144
________________________________________________________________
<PAGE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,758,335
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 3 amends Items 3, 4 and 5
Item 3. Source and Amount of Funds or Other Consideration
Robert Price will supply the funds to acquire
the Common Stock reported under Item 5 to be
acquired by him.
Item 4. Purpose of Transaction
The 200,000 shares of Common Stock reported under
Item 5 to be acquired by Mr. Price will be
acquired as an investment. Mr. Price's rights to
acquire another 1,034,144 of such shares are
assignable and he may assign the right to acquire
all or a portion of such shares.
The Reporting Person has no plans or proposals
which would result in any transaction enumerated
in Items 4(b) through (j). From time to time Mr.
Price may acquire or dispose of additional
securities of the issuer. Also, as a director of
Price Communications Corporation, Mr. Price may
participate in decisions relating to the
acquisition or disposition of its securities by
Price Communications Corporation.
Item 5. Interest in Securities of the Issuer
(a) Aggregate Number and Percentage of Shares of
Common Stock Outstanding Beneficially Owned by
Reporting Person
As of December 20, 1994, Mr. Price, will
beneficially own 1,758,335 shares of Common Stock
or 19.6% of the shares outstanding on that date.
(b) Number of Shares and Power to Vote
Mr. Price currently has the sole power to vote the
shares listed under Item 5(a); and the sole power
to dispose of 724,191 of the shares listed under
Item 5(a). He shares the power to dispose of the
remaining 1,034,144 shares.
(c) Description of Securities Transactions
Mr. Price assigned his rights to acquire 400,000
of the Laifer Shares to the Company and such
Shares were acquired by the Company on December
15, 1994.
Mr. Price assigned his rights to acquire an
additional 100,000 of the Laifer Shares to Sandler
Associates ("Sandler"), an unrelated person, for
purchase by Sandler on December 19, 1994.
Mr. Price agreed to acquire the remaining 200,000
Laifer Shares on December 20, 1994.
<PAGE>
Signature.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
Amendment No. 3 of this statement is true, complete and correct.
Date: December 19, 1994
Signature: /s/ Robert Price
Robert Price
