UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
_______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 6, 1994 1-8309
(Date of earliest report) Commission File Number
PRICE COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 13-2991700
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
45 Rockefeller Plaza, Suite 3201, New York, New York 10020
(Address of principal executive offices) (Zip Code)
(212) 757-5600
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
On October 6, 1994, the Registrant dismissed Ernst & Young
as Registrant's principal accountant to audit Registrant's
financial statements, and effective the same date engaged
KPMG Peat Marwick in place of Ernst & Young. Both the dismissal
of Ernst & Young and the engagement of KPMG Peat Marwick were
approved by the Registrant's board of directors. The Registrant
believes that it may have disagreements with Ernst & Young's
behavior and form possibly within the meaning of Item 304 of
Regulation S-K but has been unable to determine to do date
whether this is the case. The Registrant will amend this
Form 8-K if it makes such determination. Ernst & Young's report
on the Registrant's consolidated financial statements for the
year ended December 31, 1993 (the only fiscal year for which
Ernst & Young served as the Registrant's principal accountants)
did not contain an adverse opinion or a disclaimer of opinion, or
modification or qualification as to uncertainty, audit scope or
accounting principles.<PAGE>
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) The following documents are furnished as Exhibits to
this Current Report on Form 8-K pursuant to Item 601 of
Regulation S-K:
(16) Letter re Change in Certifying Accountants (to be
filed by amendment).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
PRICE COMMUNICATIONS CORPORATION
Date: October 11, 1994 /s/Robert Price
Robert Price
Chief Executive Officer, President
and Director
