UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K/A
_______________________
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 there were disagreements revolving around issues
relating to the accounting for the repurchase of its common stock
and the manner in which such issues were dealt with. Such issues
were resolved to the satisfaction of Ernst & Young. 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.
<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 24, 1994 /s/Kim I. Pressman
Kim I. Pressman
Executive Vice President, Secretary
and Director
<PAGE>
EXHIBIT 16
[Letterhead of Ernst & Young LLP]
October 24, 1994
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K/A dated October 24, 1994 of Price
Communications Corporation and are in agreement with the
statements contained therein, except that we have no basis to
agree or disagree with the statements with respect to the
retention of new auditors.
/s/ Ernst & Young LLP
Ernst & Young LLP
