SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Price Communications Corporation
(Name of Issuer)
Common Stock, par value $0.01 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)
October 19, 1995
(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,
fshould 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*
Inapplicable
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
2,088,920
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
796,238
10. SHARED DISPOSITIVE POWER
1,292,630
________________________________________________________________
<PAGE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,088,920
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
__
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment amends Item 5. Share amounts disclosed
herein have been adjusted for a 5 for 4 stock split in April
1995.
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 October 19, 1995, Mr. Price, beneficially
owned 2,088,920 shares of Common Stock or 21% of
the 9,854,994 shares outstanding on that date.
(b) Number of Shares and Power to Vote
As of October 19, 1995, Mr. Price has the sole
power to vote the shares listed under Item 5(a);
and the sole power to dispose of 796,238 of the
shares listed under Item 5(a). He shares the
power to dispose of the remaining 1,292,630
shares.
(c) Description of Securities Transactions
During the sixty days prior to October 19, 1995,
Mr. Price sold an aggregate of 71,500 shares of
Common Stock in ordinary brokerage transactions in
the open market, as follows:
<TABLE>
<CAPTION>
Date of Transaction Number of Shares Sales Price
(per share)
<S> <C> <C>
October 19, 1995 13,000 $8-3/8
September 20, 1995 16,500 8
September 18, 1995 9,500 7-3/4
September 7, 1995 8,000 7-5/8
September 5, 1995 8,000 7-3/4
August 23, 1995 8,000 8
August 14, 1995 8,500 7-1/4
</TABLE>
<PAGE>
Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this amendment is true, complete and correct.
October 20, 1995 Robert Price
Date Signature
Robert Price
