PRICE COMMUNICATIONS CORP, PRE 14A, 1995-01-17

PRICE COMMUNICATIONS CORP
PRE 14A, 1995-01-17
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<PAGE> 1

SCHEDULE 14A INFORMATION

Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __)

Filed by the Registrant (x)

Filed by a Party other than the Registrant ( )

- -------------------------------------------------------

Check the appropriate box:

(x) Preliminary Proxy Statement
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12

PRICE COMMUNICATIONS CORPORATION
------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

PRICE COMMUNICATIONS CORPORATION
------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

(x) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(i)(2).
( ) $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

------------------------------------------------

2) Aggregate number of securities to which transaction applies:

------------------------------------------------

3) Per unit price or other underlying value of transaction compute
pursuant to Exchange Act Rule 0-11:*

------------------------------------------------

4) Proposed maximum aggregate value of transaction:

------------------------------------------------

* Set forth the amount on which the filing fee is calculated and state
how it was determined.

( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount previously Paid:

------------------------------------------------

2) Form, Schedule or Registration Statement No.:

------------------------------------------------

3) Filing Party:

------------------------------------------------

4) Date Filed:

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<PAGE> 2

PRICE COMMUNICATIONS CORPORATION
45 Rockefeller Plaza
New York, New York 10020
________________
Notice of Annual Meeting of Shareholders
________________

To the shareholders of PRICE COMMUNICATIONS CORPORATION

NOTICE IS HEREBY GIVEN that the annual meeting of Price Communications
Corporation will be held at the offices of Proskauer Rose Goetz & Mendelsohn,
1585 Broadway, New York, New York on Wednesday, March 1, 1995 at 10:00 a.m.
Eastern Standard Time for the following purposes:

1. To elect six directors;

2. To act on proposals to amend the Company's Amended and Restated
Certificate of Incorporation to:

a. Increase the number of shares of Preferred Stock that the
Company shall have authority to issue;

b. Authorize the Board of Directors to establish series of
Preferred Stock for acquisitions and other purposes;

c. Continue with nine Directors the classification of the
Board of Directors currently in place pursuant to the
Company's court-ordered Plan of Reorganization;

d. If the amendment continuing the classification of the
Board of Directors is not adopted, provide for a Board of
from five to ten Directors, as set from time to time by
resolution of the Board;

e. Permit the removal of Directors only for cause by deleting
the provision allowing Directors to be removed without
cause;

f. Permit the holders of not less than a majority of the
outstanding shares of the Company's Common Stock to call a
special meeting of shareholders; and

3. To transact such other business as may properly be brought
before the meeting.

The Board of Directors has fixed the close of business on January
23, 1995, as the record date for the determination of shareholders entitled to
notice of, and to vote at, the meeting.

By order of the Board of Directors

Kim I. Pressman,
Executive Vice President and Secretary
February 1, 1995

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE DATE
AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE
IN ORDER TO INSURE THAT YOUR SHARES ARE VOTED.

<PAGE> 3

PRELIMINARY PROXY STATEMENT

TABLE OF CONTENTS

Proxy Statement . . . . . . . . . . . . . . . . . . . . . .

Principal Shareholders. . . . . . . . . . . . . . . . . . .

Security Ownership of Management. . . . . . . . . . . . . .

Directors and Executive Officers. . . . . . . . . . . . . .

Executive Compensation. . . . . . . . . . . . . . . . . . .

Certain Relationships and
Related Transactions. . . . . . . . . . . . . . . . . . .

Proposed Amendments to the Certificate of Incorporation
(i) Increasing the Number of Authorized
Shares of Preferred Stock and (ii)
Authorizing the Board of Directors to
Establish Series of Preferred Stock . . . . . . . . . . .

Proposed Amendments to the Certificate of Incorporation
(i) Continuing the Classification of the Board of
Directors or, in the Alternative, Providing for a
Board of From Five to Ten Directors, (ii) Permitting
the Removal of Directors only for Cause by eliminating
the Removal of Directors Without Cause, and (iii)
Permitting the Holders of Not Less than a Majority of
the Outstanding Shares to Call a Special Meeting of
Shareholders. . . . . . . . . . . . . . . . . . . . . . .

Shareholder Proposals . . . . . . . . . . . . . . . . . . .

General . . . . . . . . . . . . . . . . . . . . . . . . . .

-ii-
<PAGE> 4

PRICE COMMUNICATIONS CORPORATION
45 Rockefeller Plaza
New York, New York 10020

__________________

PRELIMINARY PROXY STATEMENT
__________________

This Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of Price
Communications Corporation (the "Company") to be voted at the Annual Meeting of
shareholders of the Company, referred to in the foregoing Notice (the
"Meeting"), to be held at the offices of Proskauer Rose Goetz & Mendelsohn,
1585 Broadway, New York, New York, on Wednesday, March 1, 1995 at 10:00 a.m.
Eastern Standard Time. If not otherwise specified, all proxies received
pursuant to this solicitation will be voted in the election of directors FOR
the persons named herein and FOR each of the proposed amendments to the
Company's Amended and Restated Certificate of Incorporation (the "Certificate
of Incorporation") identified in the foregoing Notice and described herein.

Shareholders who execute proxies may revoke them at any time before
they are exercised by delivering a written notice to the Secretary of the
Company stating that the proxy is revoked, by executing a subsequent proxy and
presenting it to the Secretary of the Company, or by attending the Meeting and
voting in person.

As of January 23, 1995, the record date for the Meeting, _____ shares
of the Company's Common Stock were outstanding and entitled to vote at the
Meeting, with each share being entitled to one vote. Only shareholders of
record at the close of business on January 23, 1995 will be entitled to vote at
the Meeting, and this Proxy Statement and the accompanying proxy are being sent
to such shareholders on or about February 1, 1995.

<PAGE> 5

PRINCIPAL SHAREHOLDERS

As of December 31, 1994, the following were the only persons known by
the Company to own beneficially (as defined under the applicable rules of the
Securities and Exchange Commission) more than 5% of its outstanding Common
Stock, in each case with the sole power to vote and dispose of the shares
unless otherwise noted:

<TABLE>
<CAPTION>
Amount and
Title Nature of Percent
of Beneficial of
Class Ownership(1) Class
----- ------------ --------
<S> <C> <C> <C>
Robert Price Common 2,620,635(2) 29.2%
45 Rockefeller Plaza Stock
New York, New York 10020

Franklin Advisers, Inc. Common 1,833,533 20.4%
Mariners 777 Island Blvd. Stock shares
San Mateo, CA 94403

Hilltop Partners, L.P. Common 1,034,144(3) 11.5%
Laifer Inc. Stock shares
114 West 47th Street
New York, NY 10036

S.A.C. Capital Management, L.P. Common 862,300(4) 9.6%
520 Madison Avenue Stock
New York, New York 10022

Massachusetts Financial Common 769,275 8.6%
Services Company Stock shares
500 Boylston Street
Boston, MA 02116

T. Rowe Price Associates, Inc. Common 673,654(5) 7.5%
100 East Pratt Street Stock
Baltimore, MD 21202

Bruce D. Ovitz Common 635,849 7.1%
227 West Monroe Street Stock shares
Suite 5025
Chicago, Illinois 60606

</TABLE>

________________________

(1) Under the applicable rules of the Securities and Exchange Commission,
each entity is deemed to be a beneficial owner with the power to vote and
direct the disposition of these shares. Except as to Mr. Price, Franklin
Advisers, Inc. and S.A.C. Capital Management, L.P., the information
provided with respect to these shareholders is based solely on the
respective reports on Schedule 13D or 13G filed by such shareholders.

(2) Does not include 500,000 shares subject to an option granted to Mr. Price
which is not exercisable within 60 days of December 31, 1994 and is
described in this Proxy Statement under "Executive Compensation." Mr.
Price has the sole power to vote and direct the disposition of 724,191 of
the 2,620,635 shares shown in the table. Of the remaining shares,
1,034,144 shares are beneficially owned by Laifer Inc., which has granted
Mr. Price and his assignees a right of first refusal to purchase any of
these shares that Laifer Inc. proposes to sell, on the same terms as the
proposed sale, provided that Mr. Price or such assignees purchase all of
the shares proposed to be sold. In addition, Laifer Inc. has granted Mr.
Price an irrevocable proxy to vote all such 1,034,144 shares as long as
they are beneficially owned by it. Such 2,620,635 shares also include
862,300 shares beneficially owned by S.A.C. Capital Management, L.P.,
which Mr. Price has agreed to purchase or cause to be purchased on or
before February 1, 1995.

(3) See Footnote 2 for certain information with respect to a right of first
refusal and an irrevocable proxy granted with respect to these shares.

-2-
<PAGE> 6

(Footnotes for preceding page)

(4) As general partners of S.A.C. Capital Management, L.P., Steven A. Cohen
and Lawson Capital Management, Inc. share with it the power to vote and
dispose of these shares and, accordingly, are deemed to be the beneficial
owners of such shares for purposes of the reporting requirements of the
Securities Exchange Act of 1934. See Footnote 2 for certain information
with respect to an agreement of sale with respect to these shares.

(5) These shares are owned by various individual and institutional investors
including T. Rowe Price Mutual Funds, for which T. Rowe Price Associates,
Inc. ("Associates") serves as investment adviser with power to direct
investments and/or sole power to vote these shares. For purposes of the
reporting requirements of the Securities Exchange Act of 1934, Associates
is deemed to be a beneficial owner of such securities; however, Associates
expressly disclaims that it is, in fact, the beneficial owner of such
securities.

-3-

<PAGE> 7

SECURITY OWNERSHIP OF MANAGEMENT

The following table reflects the number of shares of Common Stock of
the Company beneficially owned (as defined under the applicable rules of the
Securities and Exchange Commission) as of December 31, 1994 by each director
and nominee, each executive officer named in "Executive Compensation" and all
executive officers and directors as a group in each case with sole power to
vote or dispose of such shares unless otherwise noted.

<TABLE>
<CAPTION>
Amount and
Title Nature of Percent
of Beneficial of
Name Class Ownership Class
- ---- ----- ---------- -------
<S> <C> <C> <C>
Robert Price Common 2,620,635(1) __%
Stock shares

Bill Bengtson Common 18,807(2) (3)
Stock

George H. Cadgene Common 1,766(4) (3)
Stock

Robert F. Ellsworth Common 68 (3)
Stock

James Lyndon Kreps Common 0 (3)
Stock

Robert Paul Common 0 (3)
Stock

Kim I. Pressman Common 40,144(5) (3)
Stock

Steven Price Common 5,000 (3)
Stock

All executive officers Common 2,686,420(6) 29.9%
and directors as a group Stock
(8 persons)

</TABLE>
______________________

(1) Does not include 500,000 shares subject to an option granted to
Mr. Price which is not exercisable within 60 days of December 31,
1994 and is described in this Proxy Statement under "Executive
Compensation." See Footnote (2) under "Principal Shareholders" for
certain information with respect to Mr. Price's beneficial ownership
of the shares shown.

(2) Represents shares issuable upon exercise of stock options within 60
days of December 31, 1994.

(3) Less than 1%.

(4) Includes 266 shares held by Mr. Cadgene's wife, as to which Mr.
Cadgene disclaims beneficial ownership.

(Footnotes continue on
on following page)

-4-

<PAGE> 8

(5) Includes 11 shares Ms. Pressman owns in a self-directed IRA account.
Includes 40,133 shares issuable upon exercise of stock options
within 60 days of December 31, 1994.

(6) Includes 78,235 shares issuable upon exercise of stock options
within 60 days of December 31, 1994. See "Executive Compensation-
Stock Options."

See "Directors and Executive Officers", "Executive Compensation",
and "Certain Relationships and Related Transactions" for a description of
certain other relationships and related transactions.

DIRECTORS AND EXECUTIVE OFFICERS

The Certificate of Incorporation, which was promulgated with the
Company's creditors under court approval as part of the Company's Plan of
Reorganization, currently sets at ten the number of Directors constituting the
entire Board of Directors and establishes a "classified board" divided into
three classes. The Certificate of Incorporation provides that such
classification will terminate as of the Meeting, and that the provisions
relating to the Board of Directors may be amended after December 30, 1995 (the
third anniversary of the consummation of the Company's Plan of Reorganization)
with the affirmative vote of the holders of a majority of the outstanding shares
of the Company's Common Stock (with the vote of 80% of such shares being
required for amendments on or prior thereto).

The Board of Directors will nominate six individuals for election at
the Meeting, and proposes to continue as of January 2, 1996 the classification
of the Board of Directors currently in place pursuant to the Company's
court-ordered Plan of Reorganization. If such amendment is adopted by the
shareholders, as of January 2, 1996 the Board will consist of three classes,
with three Directors in each class, and three of the Directors elected at the
Meeting will be placed in the class whose terms of office will continue until
the 1997 annual meeting of shareholders and the other three Directors elected
at the Meeting will be placed in the class whose terms of office will continue
until the 1998 annual meeting of shareholders. (The identities of the
Directors nominated for each such class are set forth in the table below.) If
the amendment is adopted, the Board of Directors intends to fill (at or about
the time such amendment becomes effective in January 1996) the three vacancies
in the class whose term of office will expire at the 1996 annual meeting of
shareholders. If the amendment continuing the classification of the Board is
not adopted by the shareholders, Directors elected at the Meeting will serve
for one-year terms. See "Proposed Amendments to the Certificate of
Incorporation (i) Continuing the Classification of the Board of Directors or,
in the Alternative, Providing for a Board of Directors of From Five to Ten
Directors, (ii) Permitting the Removal of Directors only for Cause by
Eliminating the Removal of Directors Without Cause, and (iii) Permitting the
Holders of Not Less than a Majority of the Outstanding Shares to Call a Special
Meeting of Shareholders."

If the amendment continuing the court-approved classification of
the Board is not adopted by the shareholders, the Board has proposed an
amendment to the Certificate of Incorporation providing for a Board of
Directors consisting of from five to ten members, with the actual number being
set from time to time by resolution of the Board. If that amendment is
adopted, the Board currently intends to set the size of the entire Board
initially at six members. The Board believes that a six person Board is
sufficient for a corporation of the size and nature of the Company. The Board
is proposing a classified Board of nine directors because it believes that
having a classified Board is in the best interests of the Company and its
shareholders and New York law requires a minimum of three directors in each
class. The Board is further of the view that continuation of a classified
board is consistent with the corporate governance provisions promulgated as in
the Company's best interests with the Company's Creditors under court approval
as part of the Company's Plan of Reorganization.

The following table sets forth the nominees for election as Directors
of the Company, their respective ages, the respective terms they would serve if
the proposed amendment to continue the classification of the Board is adopted,
the year in which each became Director, and, where applicable, the offices of
the Company held by such Director.

-5-
<PAGE> 9

<TABLE>
<CAPTION>
Director Nominated for
Director's Name Age Since Term Expiring(1)
- ---------------- --- -------- ----------------
<S> <C> <C> <C>
Robert Price 62 1979 1997
President, Chief
Executive Officer
and Treasurer

George H. Cadgene 76 1981 1997

Robert F. Ellsworth 68 1981 1998

Robert Paul 63 1994 1997

Kim I. Pressman 38 1993 1998
Executive Vice
President and
Secretary

Steven Price 33 1994 1998

</TABLE>

__________________

(1) Assumes adoption of the proposed amendment continuing the Company's
classified Board.

-6-
<PAGE> 10

Robert Price (Director, President, Chief Executive Officer and
Treasurer of the Company), an attorney, is a former General Partner of Lazard
Freres & Co. He has served as an Assistant United States Attorney, practiced
law in New York and served as Deputy Mayor of New York City. In the early
sixties, Mr. Price served as President and a Director of Atlantic States
Industries, a corporation owning weekly newspapers and four radio stations.
After leaving public office, Mr. Price became Executive Vice President of The
Dreyfus Corporation and an Investment Officer of The Dreyfus Fund. In 1972 he
joined Lazard Freres & Co. Mr. Price has served as a Director of Holly Sugar
Corporation, Atlantic States Industries, The Dreyfus Corporation, Graphic
Scanning Corp. and Lane Bryant, Inc., and is currently a member of The Council
on Foreign Relations. Mr. Price is also a Director and President of TLM
Corporation, and a Director and President of PriCellular Corporation.

George H. Cadgene, an engineer by training, is a private investor.
His former occupational affiliations include Givaudan Corporation, Trubek
Laboratories and International Flavors and Fragrances, where he served as Vice
President for Aroma Chemical Sales. Mr. Cadgene has served as a Director of
Highland Capital Corporation and Intarome, Inc. He has also served as
President of the Essential Oil Association from 1967 to 1968 and as President
of the Drug, Chemical and Allied Trade Association from 1969 to 1971.

Robert F. Ellsworth is President of Robert Ellsworth & Co., Inc., Washington,
D.C., a private investment firm. He is also a trustee of Corporate Property
Investors and a Director of Andal Corporation, DBA Systems, Inc., Fairchild
Space and Defense Corporation, Sokol-Almaz-Radar Corporation, and Chairman of
the Board of Howmet Corporation. From 1974 to 1977 he served as an Assistant
Secretary and then Deputy Secretary of Defense. He was a General Partner of
Lazard Freres & Co. from 1971 to 1974, and served in the United States House of
Representatives from 1961 to 1967. His professional affiliations include the
International Institute for Strategic Studies, London, of which he is chairman;
Atlantic Council of the United States, Washington, D.C.; The Council on Foreign
Relations, New York; and the American Council on Germany, New York.

Robert Paul is a graduate of New York University and Columbia Law School. He
is a member of the law firm of Hornsby Sacher Zelman Stanton & Paul, Miami,
Florida. From 1964 to 1994 he was a partner in the firm of Paul Landy Beiley &
Harper, P.A. He is a member of the Board of Trustees of the University of
Miami and the Executive Committee of the Greater Miami Chamber of Commerce, and
is a past President and a member of the Board of Directors of the Zoological
Society of Florida and now serves as Chairman of its Board of Trustees. He is
a director of the Republic National Bank of Miami. He has also served as past
President and Director of the Florida Philharmonic, past Director of the
Greater Miami Opera Association and has participated in several European trade
missions sponsored by Florida Governors.

Kim I. Pressman, a certified public accountant, is a graduate of Indiana
University and holds an M.B.A. from New York University. Before assuming her
present office as Executive Vice President and Secretary in October 1994, Ms.
Pressman was Vice President and Treasurer of the Company from November 1987 to
December 1989, and Senior Vice President of the Company from January 1990 to
September 1994. She was also Secretary of the Company from July 1989 to
February 1990. Ms. Pressman was Vice President-Broadcasting and Vice
President, Controller, and Assistant Treasurer of the Company from 1984 to
October 1987. Prior to joining the Company in 1984, Ms. Pressman was employed
for three years by Peat, Marwick, Mitchell & Co., a national certified public
accounting firm, and for more than three years thereafter was Supervisor,
Accounting Policies for International Paper Company and then Manager,
Accounting Operations for Corinthian Broadcasting Division of Dun & Bradstreet
Company, a large group owner of broadcasting stations. Ms. Pressman is a
Director, Vice President, Treasurer and Secretary of TLM Corporation, and a
Director, Vice President and Secretary of PriCellular Corporation.

Steven Price is Vice President - Director of Corporate Development of
PriCellular Corporation. From 1990 to 1993 he was an attorney with Davis Polk
& Wardwell. Prior thereto, Mr. Price was appointed by President Bush to serve
in the U.S. State Department as Special Assistant to the Chief U.S. Nuclear
Arms Negotiator, and worked in the mergers and acquisitions department of
Goldman, Sachs & Co. He is a graduate of Brown University and Columbia Law
School and is the son of Robert Price, the President of the Corporation.

The Board of Directors of the Company met six times during the year ended
December 31, 1994. Each member of the Board attended all of the meetings of
the Board and the committees of the Board of which he or she is a member held
during the year while he or she was a member thereof.

-7-

<PAGE> 11

Directors are compensated for their reasonable travel and related
expenses in attending in-person Board of Directors or committee meetings, and
directors who are not officers or employees of the Company receive $2,000 for
attendance at each Board of Directors or committee meeting. Each such director
also receives fees of $7,000 per annum in addition to meeting fees; provided,
however, that no director may receive fees in excess of $15,000 per annum.

The Board of Directors has established an Audit and Finance Committee, a Stock
Option and Compensation Committee, and a Nominating Committee. The Audit and
Finance Committee consists of Messrs. Cadgene, Ellsworth and Paul. Its
functions include (i) making recommendations to the Board of Directors as to
the independent accountants to be appointed by the Board, (ii) reviewing with
the independent accountants the scope of their examination, (iii) receiving the
reports of the independent accountants and meeting with representatives of such
accountants for the purpose of reviewing and considering questions relating to
their examination and such reports, (iv) reviewing, either directly or through
the independent accountants, the internal accounting and auditing procedures of
the Company and (v) studying various issues relating to the capital structure
of the Company. The Audit Committee held three meetings in 1994.

The Stock Option and Compensation Committee consists of Messrs.
Cadgene, Ellsworth and Paul. Its functions include reviewing and approving
arrangements relating to the compensation of executive officers of the Company
and administering the Company's 1992 Long Term Incentive Plan. The Compensation
Committee held two meetings in 1994.

The Nominating Committee consists of Messrs. Cadgene, Ellsworth and
Paul. The Nominating Committee nominates candidates for election to the
Company's Board of Directors and met once in 1994. The Nominating Committee
will consider nominations by shareholders made pursuant to timely notice in
proper written form to the Secretary of the Company. To be timely, such a
notice shall be delivered to or mailed and received at the principal executive
offices of the Company not less than 50 days or more than 90 days prior to the
meeting at which directors are to be elected; provided, however, that if less
than 50 days' notice or prior public disclosure of the date of the meeting is
given or made to shareholders, notice by the security-holder to be timely must
be so received not later than the close of business on the earlier of (i) the
tenth day following the day on which such notice of the date of meeting was
mailed or such public disclosure was made or (ii) the last business day prior
to the meeting date. To be in proper written form, a shareholder's notice to
the Secretary must set forth in writing (i) as to each person whom the
shareholder proposes to nominate for election or reelection as a director, all
information relating to such person that is required to be disclosed in
connection with the solicitation or proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934 or any successor regulation or law, including,
without limitation, such person's written consent to being named in the proxy
statement as a nominee and to serving as director if elected; and (ii) as to
the shareholder or shareholders giving notice, (x) the name and address, as
they appear on the Company's books, of such shareholder or shareholders and (y)
the class and number of shares of the Company which are beneficially owned by
such shareholder or shareholders.

Executive Officers

The following table sets forth the executive officers of the Company,
their respective ages, the year in which each was first elected an executive
officer and the office of the Company held by each. Each executive officer
will hold office until removed or until his or her respective successors has
been duly elected and qualified. Certain biographical information with respect
to each executive officer who is not also a Director of the Company is also
provided.

-8-

<PAGE> 12

Executive
Officer
Officer's Name Age Position Since
- -------------- --- -------- ----------
<S> <C> <C> <C>
Robert Price 62 President, 1979
Chief Executive
Officer and Treasurer

Kim I. Pressman 38 Executive Vice 1984
President and Secretary

Bill Bengston 63 Senior Vice 1989
President/Television

James Lyndon Kreps 34 Vice President and 1995
Controller

</TABLE>

Bill Bengtson has held a variety of positions in the broadcasting
industry for 34 years and assumed his current position in July 1989. Mr.
Bengtson is also Vice President and General Manager of KSNF-TV, the Company's
NBC affiliate in Joplin, Missouri/Pittsburg, Kansas, a position he has held
since April 1987. From January 1985 to March 1987, he was Vice President and
General Manager of KRCG-TV, a CBS affiliate in Jefferson City/Columbia,
Missouri formerly owned by the Company. Prior to joining the Company in 1985,
Mr. Bengtson was Vice President and General Manager of KOAM-TV in Pittsburg,
Kansas for 12 years. Mr. Bengtson has served on the National Association of
Broadcasters' Television Board of Directors, and as President of the Pittsburg,
Kansas Chamber of Commerce, President of the Pittsburg, Kansas Industrial
Development Corporation and Mayor of Pittsburg, Kansas.

James Kreps, a certified public accountant and graduate of Bucknell
University, assumed his current position in July 1994. Prior to joining the
Company in 1994, Mr. Kreps was Vice President of Promotional Concept Group,
Inc. From June 1989 to September 1992 Mr. Kreps served in various positions at
Paramount Pictures Corporation including Director of Financial Reporting and
Analysis in the Television Group. From April 1988 to June 1989, Mr. Kreps was
a Supervisor of Internal Audit for Gulf & Western (Paramount Communications
Corporation). Mr. Kreps also spent four years with Coopers & Lybrand.

EXECUTIVE COMPENSATION

The following Summary Compensation Table includes individual
compensation information for services rendered in all capacities during the
fiscal years ended December 31, 1994, December 31, 1993 and December 31, 1992
by the Chief Executive Officer and the two other most highly paid executive
officers in office on December 31, 1994 whose salary and bonus for the year
ended December 31, 1994 exceeded $100,000.

-9-

<PAGE> 13

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Annual Long Term
Compensation Compensation
Securities
Underlying All Other
Salary Bonus Options Compensation
Name/Title Year ( $ ) ( $ ) ( # ) ( $ )
- ---------- ---- ----- ------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Robert Price 1994 300,000 200,000 500,000
President, Chief
Executive Officer 1993 200,000 250,000 0
and Treasurer 1992 372,290 150,000 0

Kim I. Pressman 1994 95,000 30,000 20,000
Executive Vice
President and 1993 90,417 25,000 0
Secretary 1992 90,000 10,000 40,133 18,750(1)

Bill Bengston 1994 131,000 15,000 10,000
Senior Vice President/
Television 1993 131,000 5,000 0
1992 131,000 41,513 21,407

</TABLE>
__________________

(1) Ms. Pressman received $18,750 for 25,000 TLM Corporation Stock Options
bought back by TLM Corporation, which at the time was a subsidiary of the
Company.

In October 1994, the Company entered into a new employment agreement
with Robert Price, the President of the Company, for a three-year term ending
October 6, 1997, subject to extension. The agreement provides for base
compensation at the rate of $300,000 per annum, subject to certain cost of
living increases, and such performance bonuses as may be determined by the Board
of Directors in its sole discretion. Under the agreement, if the Company
terminates Mr. Price's employment for Cause (as defined therein), or if Mr.
Price terminates his employment at his option, Mr. Price will be entitled to a
severance payment from the Company equal to one year's base salary. If the
Company terminates Mr. Price's employment without Cause, or if Mr. Price
terminates his employment for Good Reason (as defined in the employment
agreement), Mr. Price will be entitled to a severance payment from the Company
equal to three years' base salary. Good Reason is defined to include the
occurrence of a Change in Control (as defined in the agreement).

The Company has also entered into an employment agreement with Kim I.
Pressman, the Executive Vice President and Secretary of the Company, for a
three-year term ending January 5, 1998, subject to extension. The Agreement
provides for a base compensation at the rate of $100,000 per annum, subject to
certain cost of living increases, and discretionary performance bonuses. Under
the employment agreement, if the Company terminates Ms. Pressman's employment
without Cause (as defined therein), or if Ms. Pressman terminates her employment
at her option, Ms. Pressman will be entitled to a severance payment from the
Company equal to one year's base salary. If the Company terminates Ms.
Pressman's employment without Cause, or if Ms. Pressman terminates her
employment for Good Reason (as defined in the employment agreement), Ms.
Pressman will be entitled to a severance payment from the Company equal to three
years' base salary. Good Reason is defined to include the occurrence of a
Change in Control (as defined in the agreement).

-10-

<PAGE> 14

PRICE COMMUNICATIONS CORPORATION
STOCK PRICE PERFORMANCE

The following graph shows the five year cumulative total return
(change in the year-end stock price plus reinvested dividends) to shareholders
for Price Communications Corporation compared to the Standard & Poor's 500 Index
and Standard & Poor's Broadcast Industry Index cumulative total return. The
graph assumes investment of $100 on December 31, 1989 in the Company's common
stock, the Standard & Poor's Broadcast Industry Index and the Standard & Poor's
500 Index. The companies represented in the Standard & Poor's Broadcast
Industry Index are not necessarily similar in size to the Company and include
some companies larger than the Company.

<TABLE>
<CAPTION>
TOTAL SHAREHOLDERS RETURN
PREPARED FOR
PRICE COMMUNICATIONS CORPORATION
- ------------------------------------------------------------------------------------------------------------------------------------
Fiscal Year Basis: 12
<S> <C> <C> <C> <C> <C> <C>
Return Return Return Return Return
Company/Index Name 1990 1991 1992 1993 1994
- ------------------------------------------------------------------------------------------------------------------------------------
PRICE COMMUNICATIONS CORP. -96.88 -49.73 19.68 74.98 65.10
- ------------------------------------------------------------------------------------------------------------------------------------
S&P 500 INDEX -3.11 30.47 7.62 10.08 1.32
- ------------------------------------------------------------------------------------------------------------------------------------
BROADCAST MEDIA -16.96 7.76 21.73 40.27 -7.15
- ------------------------------------------------------------------------------------------------------------------------------------
Indexed/Cumulative Returns Company/Index Name Base
- ------------------------------------------------------------------------------------------------------------------------------------
Base
Period Return Return Return Return Return
Company/Index Name 1989 1990 1991 1992 1993 1994
- ------------------------------------------------------------------------------------------------------------------------------------
PRICE COMMUNICATIONS CORP. 100 3.12 1.57 1.88 3.28 5.42
- ------------------------------------------------------------------------------------------------------------------------------------
S&P 500 INDEX 100 96.89 126.42 136.05 149.76 151.74
- ------------------------------------------------------------------------------------------------------------------------------------
BROADCAST MEDIA 100 83.04 89.48 108.92 152.79 141.87
- ------------------------------------------------------------------------------------------------------------------------------------

This total shareholders return model assumes reinvested dividends.
Prepared by Standard & Poor's Compustat, a division of McGraw-Hill, Inc.

Under the rules of the Securities Exchange Commission (the "SEC") this graph is not deemed "soliciting material"
and is not incorporated by reference in any filings with the SEC under the Securities Act of 1933 or the Securities Exchange Act of
1934.

</TABLE>

-11-
<PAGE> 15

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires
directors and executive officers of the Company to file with the SEC initial
reports of ownership and reports of changes in ownership of securities of the
Company. Directors and executive officers are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms that they file.

To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1994, all
Section 16(a) filing requirements applicable to directors and executive
officers were timely satisfied, except that Steven Price's initial statement
was inadvertently filed late.

-12-
<PAGE> 16

Stock Options

The following table reflects the number of options shares of the
Company's Common Stock subject to options granted under its 1992 Long Term
Incentive Plan (the "LTIP) during the year ended December 31, 1994.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
Number of % of
Securities Total Options Potential Realizable Value at
Underlying Granted to Assumed Annual Rates of
Options Employees in Exercise Expiration Stock Price Appreciated for
Name Granted(1) Fiscal Year Price Date Option Term (2)
- ---- ----------- ------------- --------- ----------- ------------------------------
<S> <C> <C> <C> <C> <C> <C>
5% 10%
Robert
Price 500,000 (3) 89% $3.75 February 10, $1,180,000 $2,990,000
2004
Kim I.
Pressman 20,000 3.6% $3.75 February 10, $47,200 $119,600
2004
Bill
Bengston 10,000 1.8% $3.75 February 10, $23,600 $59,808
2004
_______________________

(1) Upon the occurrence of a "change in control," as defined in the LTIP, the Company's Stock Option and
Compensation Committee may, in its discretion, provide for the purchase of any then outstanding options
by the Company or a designated subsidiary for an amount of cash equal to the excess of (i) the product of
the "change in control price" (as defined below) and the number of shares of the Company's Common
Stock subject to the options over (ii) the aggregate exercise price of such options. The change in control
price means the higher of (i) the highest price per share of Common Stock paid in any transaction related
to a change in control of the Company and (ii) the highest "fair market value," as defined in the LTIP, of
the Common Stock at any time during the 60-day period preceding the change in control.

(2) In order for the named individuals to realize these potential values, the closing price of the Company's
Common Stock on February 10, 2004 would have to be $6.11 and $9.72 per share, respectively.

(3) Mr. Price's option may be exercised at any time, in whole or in part, whether or not Mr. Price is
employed by the Company at the time of exercise, during the period beginning on the earlier of (i) the day
immediately succeeding the date on which the average "fair market value," as defined in the LTIP, of the
Company's Common Stock equals or exceeds $12 for any period of ten consecutive trading days and (ii)
February 10, 2001 and terminating on February 10, 2004. The option also becomes exercisable upon Mr.
Price's "incapacity" or the termination of his employment for "good reason" or "without cause," as those
terms are defined in Mr. Price's stock option agreement, or a "change in control", as that term is defined
in the LTIP.

</TABLE>

-13-
<PAGE> 17

The following table reflects the number of stock options held by the
executive officers named in the Summary Compensation Table on December 31,
1994.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES

<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at Fiscal Options at Fiscal
Year End Year End
----------------------- ----------------------
Shares
Acquired on Value
Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
------------ ------------ ------------ ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert Price -- 500,000 -- $1,375,000

Kim I. Pressman 20,000 $43,475 20,133 20,000 $77,109 $55,000

Bill Bengtson 11,800 $25,519 9,607 10,000 $36,795 $27,500

</TABLE>

STOCK OPTION AND COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION AND REPRICING OF OPTIONS

Under the rules of the SEC, this report is not deemed "soliciting
material" and is not incorporated by reference in any filing with the SEC under
the Securities Act of 1933 or the Securities Exchange Act of 1934.

The Stock Option and Compensation Committee of the Board of Directors is
composed of three non-employee directors, Messrs. George H. Cadgene, Robert F.
Ellsworth and Robert Paul. It is responsible for developing and making
recommendations to the Board of Directors with respect to the Company's
executive compensation policies and the annual compensation paid to the
Company's executive officers and administering the LTIP. The Committees believe
that the Company's compensation arrangements should enable the Company to
attract and retain highly qualified executive employees, reward individual
performance and foster an identity of interest between management and the
Company's shareholders.

Executive compensation consists of base salary, annual cash incentive
compensation and long-term incentive compensation components. Base salary
levels for the Company's executive officers are generally intended to be
competitive with those offered by comparable media companies, although the
Company does not attempt to target salaries at any particular point in the range
(low, medium or high) of salaries paid by such companies. The Company considers
comparable media companies as owners of a small number of radio and television
operations located in medium sized markets providing news and entertainment to
the communities they serve. Specific individual experience and performance and
the needs of the Company are also taken into account. As for annual incentive
compensation, the Committee believes cash bonuses at the station level should be
based primarily on improvement of station cash flow, but that exceptional
individual performance may merit bonus awards that are not tied to such
financial performance. Bonuses, assuming performance targets are met, are
intended to be at a level competitive with those offered by similar media
companies. Over the last year certain of such performance target levels were
not met, in which cases bonuses based on cash flow were not paid.

In October 1994, the Company entered into a new employment agreement
with Robert Price, replacing the employment agreement previously in effect.
Among the changes effected in the new agreement were the replacement of
provisions containing awards of stock and cash bonuses to Mr. Price based on
formulas set forth in such prior agreement with a provision permitting the
Company's Board of Directors to award bonuses in its discretion and increasing
effective October 1994 Mr. Price's base salary from $200,000 per year to
$300,000 per

-14-

<PAGE> 18

year plus an annual cost of living adjustment. Among the reasons for the
change in Mr. Price's agreement was the belief that discretionary bonuses would
permit the Board of Directors to make bonus awards taking into account all of
the factors the Board deemed relevant rather than simply the formula factors
set forth in the prior agreement.

The Company has awarded Mr. Price a cash bonus of $200,000 for 1994.
Among the factors taken into account by the Company's Board of Directors in
determining the amount of such bonus were that under Mr. Price's prior
employment agreement he would have become entitled to a stock bonus for 1994
with a cash value that the Board estimated at approximately $290,000, and that
the Company's net income for 1994 was estimated at the highest level of net
income in the Company's history.

The third component of the executive compensation package is the
LTIP. The LTIP is designed to foster the executives' interests in the
long-term financial performance of the Company and shareholder values. The
LTIP provides for the grant of stock options, restricted stock and other equity
or cash awards the value of which generally is tied to increases in the market
value of the Company's Common Stock or other indices of shareholder value. By
making part of an executive's total compensation package in the form of LTIP
awards, the actual compensation realized by the executive is made dependent
upon the Company's long-term financial success and shareholder returns. In
addition, awards under the LTIP are, with limited exceptions, subject to
forfeiture if the recipient does not remain with the Company for specified
periods of time, thereby giving executives additional incentives to stay with
the Company.

In February 1994 the Company granted Mr. Price under the LTIP an
option for 500,000 shares of the Company's Common Stock for $3.75 per share
(the fair market value of the Company's Common Stock on the date of grant),
exercisable on the earlier of (i) the date on which the average fair market
value of the Company's Common Stock equals or exceeds $12 per share for any
period of ten consecutive trading days and (ii) February 10, 2001 and
terminating on February 10, 2004. The option also becomes exercisable upon Mr.
Price's "incapacity" or the termination of his employment for "good reason" or
"without cause," as those terms are defined in Mr. Price's stock option
agreement, or a "change in control," as that term is defined in the LTIP. The
Company's Board of Directors and Stock Option Committee determined to grant
such options to Mr. Price in order to provide him with significant equity
incentive in the Company, maximizing the incentive nature of the options so
that, in general, during the first seven years after the grant thereof such
options would provide a benefit to Mr. Price only if he achieved an
extraordinary increase in the market price of the Company's Common Stock,
significantly benefiting the Company and its shareholders as an entirety.

The Company has not developed a policy with respect to qualifying
compensation paid to its executive officers for deductibility under Section 162
(m) of Internal Revenue Code for the reason that none of the Company's
executive officers receive a level of compensation which would make it
advisable for the Company to have such a policy.

George H. Cadgene
Robert F. Ellsworth
Robert Paul
(members of the Stock Option and
Compensation Committee)

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In May 1994, the Company sold to its former majority owned
subsidiary, TLM Corporation, all of the capital stock of Eimar Realty
Corporation, the sole asset of which is an office building in Nashville,
Tennessee, for an aggregate purchase price of $815,000, consisting of $275,000
in cash and the balance under a four-year promissory note bearing interest at
5% per annum. The Company had attempted unsuccessfully to find an unrelated
buyer for the Eimar property for approximately two years prior to such sale.
Robert Price and Kim I. Pressman are officers and directors of TLM Corporation.

On December 5, 1994, Robert Price, the President of the Company,
obtained the right to acquire up to 1,000,000 shares of the Company's Common
Stock (the "Laifer Shares") for an aggregate purchase price of $6,555,000
pursuant to a Stock Purchase Agreement, among Mr. Price, certain sellers and
Laifer Inc. Mr. Price

-15-
<PAGE> 19

acquired 300,000 of the Laifer Shares on December 5, 1994. Mr. Price
subsequently 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 purchase an additional 100,000 of the Laifer
Shares to an unaffiliated person, which purchased such shares on December 19,
1994, and Mr. Price acquired the remaining 200,000 shares on December 20,
1994.

See "Directors and Executive Officers" and "Executive Compensation"
for a description of certain other relationships and related transactions.

-16-

<PAGE> 20

PROPOSED AMENDMENTS TO THE CERTIFICATE OF
INCORPORATION (I) INCREASING THE NUMBER OF AUTHORIZED
SHARES OF PREFERRED STOCK AND (II) AUTHORIZING
THE BOARD OF DIRECTORS TO ESTABLISH SERIES OF PREFERRED STOCK

Article FOURTH of the Certificate of Incorporation authorizes the
Company to issue up to 10,000,000 shares of preferred stock, $.01 par value
(the "Preferred Stock"), no shares of which are outstanding. Any series of
Preferred Stock established by the Board of Directors must be authorized by the
Company's shareholders, although (unless required in a specific case by
applicable law or stock exchange rules) no shareholder approval is required for
the issuance of any shares of any series of Preferred Stock that has been so
authorized. The Board of Directors has adopted, subject to shareholder
approval, two amendments to the Certificate of Incorporation (the "Preferred
Stock Amendments"), the first of which would increase the number of shares of
Preferred Stock that the Company is authorized to issue to 20,000,000 shares,
and the second of which would eliminate such shareholder authorization
requirement. Set forth as Exhibit A is the text of (i) Paragraph A of Article
FOURTH marked to show the changes to be made by the proposed amendment to
increase the number of shares of Preferred Stock that the Company has authority
to Issue and (ii) Paragraph C of Article FOURTH marked to show the changes to
be made by the proposed amendment to eliminate the shareholder authorization
requirement.

Under the Certificate of Incorporation, each series of Preferred
Stock may have such voting powers, full or limited, or no voting powers, and
such designations, preferences and relative, participating, optional or other
special rights, and such qualifications, limitations or restrictions thereof or
thereon, as may be provided by the Board of Directors. Any series of Preferred
Stock that may be established may rank senior to the Common Stock as to
dividends, redemption and liquidation rights. Depending on the terms thereof,
the issuance of shares of any particular series of Preferred Stock could reduce
the relative voting power of the Common Stock, restrict the Company's ability
to pay dividends on the Common Stock or purchase shares of Common Stock, or
result in a reduction of the assets available for distribution to the holders
of Common Stock in the event of any dissolution, liquidation or winding up of
the Company, whether voluntary or involuntary.

The Board of Directors recommends adoption of each of the Preferred
Stock Amendments because it believes that the limit on the number of authorized
shares of Preferred Stock and the current requirement of shareholder
authorization for each series of Preferred Stock established by the Board of
Directors unduly restricts the Company's ability to issue shares of Preferred
Stock promptly for such proper corporate purposes as the Board of Directors may
approve. In the Board of Directors' opinion, the primary reason for a
corporation's certificate of incorporation to authorize preferred stock is to
provide flexibility to the corporations's capital structure. The ability to
establish the rights and preferences of a series of preferred stock in response
to the specific situation in which shares of that series are proposed to be
issued, such as a public offering or private sale of the corporation's
securities or in connection with the acquisition of the stock or assets of
another corporation, permits a corporation effectively to use its authorized
shares of preferred stock in the best interests of the corporation and its
shareholders. If shareholder authorization is required for the establishment
of each series of preferred stock, however, the period of time necessary for
obtaining such approval may prevent the corporation from acting with the
promptness that the situation requires, as the process for obtaining such
approval could take 60 days or more.

The Board of Directors believes that the Certificate of
Incorporation's shareholder authorization requirement is very uncommon for
public corporations such as the Company, and, together with the current limit
on the number of authorized shares of Preferred Stock, unduly restricts the
Board of Directors in its exercise of its business judgment in managing the
Company's finances and operations. The Company does not have any agreements,
understandings, arrangements or other plans for the establishment of any series
of Preferred Stock.

The Preferred Stock Amendments may be viewed as potentially having
the effect of discouraging an unsolicited attempt by any person or entity to
acquire control of the Company. Authorized shares of preferred stock can be
issued, and have in the past been issued by some corporations, with voting or
conversion privileges intended to make the acquisition of the issuer more
difficult or costly. By allowing the Board of Directors to establish a series
of Preferred Stock without shareholder approval, the Preferred Stock Amendments
could in the future discourage such an attempt to acquire control of the
Company or limit the shareholders' ability to participate in certain types of
transactions (such as a tender offer), whether or not such transactions are
favored by a majority of the shareholders, and, as a result, could enhance the
ability of officers and directors to retain their positions.

-17-
<PAGE> 21

The affirmative vote of the holders of a majority of the outstanding
shares of the Company's Common Stock is required for approval of each of the
Preferred Stock Amendments, which are being presented separately for
consideration by the shareholders at the Meeting. If either or both of the
Preferred Stock Amendments are adopted by the shareholders, a certificate of
amendment effecting the adopted amendments will be filed as promptly as is
practicable following the Meeting.

The Board of Directors recommends a vote FOR each of the proposed
Amendments to the Certificate of Incorporation.

PROPOSED AMENDMENTS TO THE CERTIFICATE OF INCORPORATION
(I) CONTINUING THE CLASSIFICATION OF THE BOARD OF DIRECTORS OR,
IN THE ALTERNATIVE, PROVIDING FOR A BOARD OF FROM FIVE TO TEN DIRECTORS,
(II) PERMITTING THE REMOVAL OF DIRECTORS ONLY FOR CAUSE
BY ELIMINATING THE REMOVAL OF DIRECTORS WITHOUT CAUSE, AND
(III) PERMITTING THE HOLDERS OF NOT LESS THAN A
MAJORITY OF THE OUTSTANDING SHARES TO CALL A SPECIAL
MEETING OF SHAREHOLDERS

As noted above under "Directors and Executive Officers," the current
classification of the Company's ten member Board of Directors, which was
promulgated with the Company's creditors under court approval as part of the
Company's Plan of Reorganizaton, will expire as of the Meeting. The Board of
Directors is unanimously recommending that Article NINTH of the Certificate of
Incorporation be amended, effective as of January 2, 1996, to continue the
court-approved classification of the Board of Directors, with a Board
consisting of nine Directors. In the alternative, if such amendment is not
adopted by the shareholders, the Board of Directors has proposed that Article
NINTH be amended to provide for a Board consisting of from five to ten
Directors, with the actual number being set from time to time by resolution of
the Board. If this alternative amendment is adopted, the Board of Directors
currently intends to set the number of Directors constituting the entire Board
initially at six, thereby eliminating the four vacancies which exist in the
current ten member Board (and the consequent difficulties in obtaining a quorum
for Board Meetings). If the amendment continuing the classification of the
Board of Directors with a nine member Board is adopted, the Board of Directors
currently intends to fill the three remaining seats at or about the time such
amendment becomes effective in January, 1996. See "Directors and Executive
Officers."

The Board is also proposing (i) to further amend Article NINTH to
permit the removal of Directors only for cause by deleting the provision
permitting Directors to be removed without cause, and (ii) to amend Article
EIGHTH to permit the holders of not less than a majority of the outstanding
shares of the Company's common stock to call a special meeting of shareholders.
Each of these proposals will be voted upon separately by the shareholders.

Each of the foregoing amendments that is adopted by the shareholders
will be implemented by the filing of a certificate of amendment on January 2,
1996, as Article ELEVENTH permits the amendment of Article EIGHTH or Article
NINTH after December 30, 1995 with the affirmative vote of a majority of the
outstanding shares of Common Stock (with the vote of 80% of such shares being
required for amendment on or prior thereto).

General

The Board of Directors has observed that certain tactics, such as
accumulations of substantial common stock positions as preludes to proxy
fights, hostile tender offers and greenmail, have become relatively common in
takeover practice. The Board believes that such tactics can be highly
disruptive to a corporation and contrary to the overall best interests of its
shareholders. The proposed amendments are being submitted for shareholder
approval in the light of these developments.

A classified board makes it more time-consuming for a substantial
shareholder to gain control of the board of directors without its consent,
helps to assure a measure of continuity in the affairs and business strategies
of a corporation, and provides the board of directors with additional time to
review a proposed business combination with a substantial shareholder and
formulate appropriate responses that, in the business

-18-
<PAGE> 22

judgement of the board, protect the interests of shareholders as a whole.
Permitting the removal of directors only for cause is necessary to assure that
the advantages of a classified board of directors are not circumvented by an
acquiror removing the entire board without cause and filling the vacancies with
its own nominees. Finally, permitting on the written consent of not less than
a majority of the outstanding shares for the calling of a special shareholder
meeting helps insure that a minority shareholder will not be able to put the
Company "in play" by calling a special shareholders meeting.

The Board believes the proposed amendments, would, if adopted, reduce
the possibility that a third party could effect a sudden change in control of
the Board of Directors without the support of the incumbent directors.
Although the proposed amendments would not impede a takeover of the Company
determined by the Board to be in the best interests of the shareholders as a
whole or restrict the ability of the shareholders to remove any director for
cause, adoption of these amendments may have significant effects on the ability
of shareholders of the Company to change the composition of the incumbent Board
of Directors, to affect its policies generally, and to benefit from
transactions which are opposed by incumbent directors.

Taken together, the proposed amendments are intended to encourage
persons seeking to acquire control of the Company to initiate such an
acquisition through arm's length negotiations with the Board of Directors and
to enhance the ability of the Board of Directors to negotiate with any such
potential acquiror. The Board believes that the amendments would place the
Board in a better position to protect the interests of all the shareholders of
the Company in the event of an unsolicited takeover bid. The amendments are
consistent with the Board's adoption last October of a Shareholder Rights Plan,
which also has the intent of encouraging potential acquiror's to engage in
arm's length negotiations with the Board. The Board further believes that
continuation of a classified board is consistent with the court-approved
corporate governance provisions promulgated with the Company's creditors as in
the best interests of the Company as part of its Plan of Reorganization.

Classification of the Board of Directors

New York law permits provisions in a certificate of incorporation or
by-law approved by shareholders providing for a classified board of directors.
The proposed classified board amendment to the Certificate of Incorporation
provides that, as of the filing of the certificate of amendment on January 2,
1996, the Board of Directors would be divided into three classes. One class,
consisting of three directors, would hold office for an initial term expiring
at the 1996 annual meeting of shareholders; a second class of three directors
would hold office for an initial term expiring at the 1997 annual meeting of
shareholders; and a third class of three directors would hold office for an
initial term expiring at the 1998 annual meeting of shareholders. At each
subsequent Annual Meeting, the successors to the class of directors whose terms
expire at that meeting would be elected for a three-year term. The existing
members of the Board of Directors would be placed in the classes whose terms of
office expire at the 1997 and 1998 annual meetings, respectively, as described
under "Directors and Executive Officers." The proposed amendment will not
change the shareholder vote required for the election of directors, which is by
plurality of the votes cast by the holders of shares entitled to vote in the
election. Set forth as Exhibit B is the text of the first two paragraphs of
Article NINTH marked to show the changes to be made by the proposed amendment
to continue the classification of the Board.

Alternative Amendment Regarding the
Composition of the Board of Directors

If the proposed amendment to continue the classification of the Board
of Directors is not adopted by the shareholders at the Meeting, the Board of
Directors has proposed an alternative amendment to the Certificate of
Incorporation providing for a Board of Directors consisting of from five to ten
Directors, with the actual number being set from time to time by resolution of
the Board. If this amendment is adopted by the shareholders, the Board
currently intends to set the number of Directors initially at six, the number
of Directors currently in office. As Article NINTH requires that a majority of
the entire Board of Directors be present at a meeting for the Board to take any
action, the presence of four vacancies in the current ten member Board means
that the unavailability of any serving director is sufficient to prevent the
Board from meeting or taking any action, regardless of the urgency of the
situation. As stated under "Directors and Executive Officers," the Board
believes that a six-member Board of Directors is appropriate for the Company.
The Board is proposing nine Directors as the size of the proposed classified
Board of Directors because New York law requires at least

-19-
<PAGE> 23

three directors in each class and, as stated above, the Board thinks that,
consistent with the corporate governance provisions promulgated with the
Company's creditors as part of the Company's Plan of Reorganization, a
classified Board of Directors is in the best interests of the Company and its
shareholders. Set forth as Exhibit C hereto is the text of the first two
paragraphs of Article NINTH marked to show the changes to be made by such
proposed amendment.

Removal of Directors

The Certificate of Incorporation currently provides that directors
may be removed by the shareholders with or without cause, but that prior to
December 31, 1995 any such removal requires the affirmative vote of 80% of the
outstanding shares of the Company's Common Stock. The proposed amendment would
permit the removal of Directors only for cause by eliminating the provision
permitting the removal of Directors without cause. This amendment would
prevent the holders of a majority of the outstanding shares of Common Stock
gaining control of the Board at any time by from removing the incumbent
directors and simultaneously filling the vacancies created by removal with
their own nominees. Furthermore, if the classified board amendment is passed,
this amendment is necessary to preclude the circumvention of the classified
board provisions by such a group of shareholders. See the Footnote to either
Exhibit B or Exhibit C for the actual change to the text of Article NINTH to be
made by the proposed amendment.

Calling of Special Meetings of Shareholders

Under the Certificate of Incorporation, special meetings of the
shareholders of the Company may be called by the Board of Directors or upon the
written request of the holders of 25% or more of the outstanding shares of
Common Stock. The proposed amendment would permit the calling of a special
meeting of shareholders on the written consent of the holders of not less than
a majority of the outstanding shares of Common Stock. (The Board would
continue to have the power to call such meetings.) The presence in person or
by proxy of the majority of the outstanding shares of Common Stock is necessary
for a quorum of any shareholder meetings. The Board of Directors believes that
this amendment would help prevent minority shareholders from putting the
Company "in play". It would not prevent the holders of a majority of the
outstanding shares from requiring the Company to hold a special meeting or
adversely affect any person's ability to solicit proxies from other
shareholders to make such a written request. The amendment would, however,
make it more difficult for the holders of less than a majority of the
outstanding shares from calling a special meeting. Set forth as Exhibit D is
the text of Article EIGHTH of the Certificate of Incorporation marked to show
the changes to be made by the proposed amendment.

SHAREHOLDERS' PROPOSALS

Proposals of shareholders to be presented at the annual meeting to be
held in 1995 must be received for inclusion in the Company's proxy statement
and form of proxy by October 3, 1995.

GENERAL

The Board of Directors does not know of any matters other than those
specified in the Notice of Annual Meeting of Shareholders that will be
presented for consideration at the meeting. However, if other matters properly
come before the meeting, it is the intention of the persons named in the
enclosed proxy to vote thereon in accordance with their judgment. In the event
that any nominee is unable to serve as a director at the date of the meeting,
the enclosed form of proxy will be voted for any nominee who shall be
designated by the Board of Directors to fill such vacancy.

Under New York Law and the Company's Certificate of Incorporation and
By-laws, if a quorum is present, directors are elected by a plurality of the
votes cast by the holders of shares entitled to vote thereon. A majority of
the outstanding shares entitled to vote, present in person or represented by
proxy constitutes a quorum. Shares represented by proxies withholding votes
from all nominees will be counted only for purposes of determining a quorum.
If a quorum is established, Directors will be elected by plurality vote. The
affirmative vote of the holders of a majority of the shares of Common Stock
outstanding and entitled to vote will be necessary for the adoption of any of
the proposed amendments to the Certificate of Incorporation.

-20-
<PAGE> 24

Consequently, an abstention or broker non-vote with respect to any proposed
amendment will have the same effect as a vote against it.

KPMG Peat Marwick LLP has been engaged as the Company's independent
auditors for 1995. A representative of KPMG Peat Marwick LLP is expected to be
present at the shareholders' meeting with the opportunity to make a statement
if such representative desires to do so, and is expected to respond to
appropriate questions. On October 6, 1994, the Company dismissed Ernst & Young
as the Company's independent auditor. Both the dismissal of Ernst & Young and
the concurrent engagement of KPMG Peat Marwick LLP were approved by the Board
of Directors. The Company believes that there were disagreements revolving
around issues relating to the accounting for certain repurchases 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
Company's consolidated financial statements for the year ended December 31,
1993 (the only fiscal year for which Ernst & Young served as the Company's
principal accountants) did not contain an adverse opinion or a disclaimer audit
scope or accounting principles.

The entire cost of soliciting proxies hereunder will be borne by the
Company. Proxies will be solicited by mail, and may be solicited personally by
directors, officers or regular employees of the Company who will not be
compensated for their services.

The Company intends to furnish to its shareholders an annual report
containing audited financial statements. Shareholders who would like a copy of
the Company's 1994 Annual Report on Form 10-K, filed with the Securities
Exchange Commission may obtain one, without charge, by writing to: Kim I.
Pressman, Secretary, Price Communications Corporation, 45 Rockefeller Plaza,
Suite 3201, New York, New York 10020.

New York, New York
February 1, 1995

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<PAGE> 25

EXHIBIT A

If the proposed amendment increasing the number of shares of
Preferred Stock that the Company has authority to issue is adopted, paragraph A
of Article FOURTH of the Certificate of Incorporation will be amended to read
as follows (bold, underscored type indicates additions, strike through type
indicates deletions):

The total number of shares of capital stock which the Corporation
shall have authority to issue is [Fifty] Sixty Million [(50,000,000)]
(60,000,000) shares, of which Forty Million (40,000,000) shares shall be common
stock, $.01 par value per share (the "Common Stock"), and [Ten] Twenty Million
[(10,000,000)] (20,000,000) shares shall be preferred stock, par value $.01 per
share (the "Preferred Stock"). Shares of capital stock of the Corporation may
be issued for such consideration, not less than the par value thereof, as shall
be fixed from time to time by the Board of Directors, and shares issued for such
consideration shall be fully paid and nonassessable.

If the proposed amendment eliminating the shareholder authorization
requirement for series of Preferred Stock established by the Board of Directors
is adopted, paragraph C of Article FOURTH of the Certificate of Incorporation
will be amended to read as follows (bold, underscored type indicates additions,
strike through type indicates deletions):

The Corporation may issue Preferred Stock from time to time in one or
more series as may be established by the adoption of a resolution or
resolutions relating thereto by the Board of Directors and [authorized by the
Corporation's shareholders and] set forth in a certificate of amendment prepared
and delivered in accordance with Section 805 of the Business Corporation Law,
with each series having such voting powers, full or limited, or no voting
powers, and such designations, preferences and relative, participating,
optional or other special rights, and such qualifications, limitations or
restrictions thereof or thereon, as shall be stated and expressed therein.

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<PAGE> 26

EXHIBIT B

PROPOSED AMENDMENT TO THE
CERTIFICATE OF INCORPORATION CONTINUING
THE CLASSIFICATION OF THE BOARD OF DIRECTORS

If the proposed amendment to continue the classification of the Board
of Directors is adopted, the first two paragraphs of Article NINTH of the
Certificate of Incorporation will be amended to read as follows (bold,
underscored type indicates additions, strike through type indicates deletions):

The number of directors constituting the entire Board of Directors of
the Corporation shall be [ten (10)] nine (9). Election of directors need not be
by ballot unless the By-laws so provide. Each director shall hold office for
the term for which elected and until the election and qualification of his or
her successor. Directors may be removed by vote of the shareholders for [or
without] cause; provided, however, that during the period from the Effective
Date through the third anniversary of the Effective Time (hereinafter referred
to as the "Restricted Period"), any such removal shall require the affirmative
vote of the holders of at least 80% of the outstanding shares of Common Stock.

The directors of the Corporation [initially] shall be divided into
three classes. The terms of the directors shall be staggered, with three (3)
directors serving initial [one year] terms ([or] until the [first succeeding]
1996 annual meeting of shareholders), three (3) director serving initial [two
year] terms ([or] until the [second succeeding] 1997 annual meeting of
shareholders), and [four (4)] three (3) directors serving initial [three year]
terms ([or] until the [third succeeding] 1998 annual meeting of shareholders).
[The classification of the Board of Directors into classes shall terminate on
the third anniversary of the Effective Time (or at the third succeeding annual
meeting of shareholders), and, to the extent permitted by the Business
Corporation Law, the term of each director then in office will end at such
time, and thereafter all directors shall be elected for one year terms.] At
each annual meeting after such initial classification, three directors to
replace those whose terms of office at such annual meeting shall be elected to
hold office until the third succeeding annual meeting.

(1) If the proposed amendment eliminating the removal of Directors without
cause is adopted, the words "or without" will be deleted from this sentence.

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<PAGE> 27

EXHIBIT C

ALTERNATIVE PROPOSED AMENDMENT TO THE
CERTIFICATE OF INCORPORATION PROVIDING
FOR A BOARD OF FROM FIVE TO TEN DIRECTORS

If the proposed amendment to continue the classification of the Board
of Directors is NOT adopted and the alternative proposed amendment providing
for a Board of Directors of from five to ten members is adopted, the first two
paragraphs of Article NINTH of the Certificate of Incorporation will be amended
as follows (bold, underscored type indicates additions, strike through type
indicates deletions):

The number of directors constituting the entire Board of Directors of
the Corporation shall be [ten (10)] not less than five (5) and not more than ten
(10), with the actual number of Directors being set from time to time by
resolution of the Board. Election of directors need not be by ballot unless
the By-laws so provide. Each director shall hold office for the term for which
elected and until the election and qualification of his or her successor.
Directors may be removed by vote of the shareholders for [or without] cause;
provided, however, that during the period from the Effective Date through the
third anniversary of the Effective Time (hereinafter referred to as the
"Restricted Period"), any such removal shall require the affirmative vote of
the holders of at least 80% of the outstanding shares of Common Stock.

[The directors of the Corporation initially shall be divided into
three classes. The terms of the directors shall be staggered, with three (3)
directors serving initial one year terms (or until the first succeeding annual
meeting of shareholders), three (3) director serving initial two year terms (or
until the second succeeding annual meeting of shareholders), and four (4)
directors serving initial three year terms (or until the third succeeding
annual meeting of shareholders). The classification of the Board of Directors
into classes shall terminate on the third anniversary of the Effective Time (or
at the third succeeding annual meeting of shareholders), and, to the extent
permitted by the Business Corporation Law, the term of each director then in
office will end at such time, and thereafter all directors shall be elected for
one year terms.]

(2) If the proposed amendment eliminating the removal of Directors without
cause is adopted, the words "or without" will be deleted from this sentence.

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<PAGE> 28

EXHIBIT D

PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION
PERMITTING THE HOLDERS OF NOT LESS THAN A
MAJORITY OF THE OUTSTANDING SHARES TO CALL
A SPECIAL MEETING OF SHAREHOLDERS

If the proposed amendment permitting a majority of the holders of not
less than a majority of the outstanding shares to call a special meeting of
shareholders is adopted, Article EIGHTH of the Certificate of Incorporation
will be amended to read as follows (bold, underscored type indicates additions,
struck through type indicates deletions):

A special meeting of the shareholders may be called only by (i) the
Board of Directors or (ii) upon the written request of the holders of 25% or
more a majority of the outstanding shares of Common Stock.

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<PAGE> 29

PROXY

PRICE COMMUNICATIONS CORPORATION
45 Rockefeller Plaza
New York, New York 10020

ANNUAL MEETING OF SHAREHOLDERS

The undersigned hereby appoints Robert Price and Kim I. Pressman and
each of them, with full power of substitution, proxies of the undersigned, to
vote all shares of Common Stock of Price Communications Corporation (the
"Company") that the undersigned would be entitled to vote if personally present
at the Annual Meeting of Shareholders of the Company to be held on Wednesday,
March 1, 1995, at 10:00 o'clock a.m., Eastern Standard Time at the offices of
Proskauer Rose Goetz & Mendelsohn, 1585 Broadway, New York, New York, 10036 and
at any adjournments thereof. The undersigned hereby revokes any proxy
heretofore given with respect to such shares.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

This Proxy, when properly executed and returned, will be voted in the
manner directed below. If no direction is made, this Proxy will be voted FOR
all nominees and FOR proposals (2), (3), (4), (6) and (7)
<PAGE> 30
and, if proposal (4) fails to pass, FOR proposal (5).
The Board of Directors recommends votes FOR the election of all nominees
and FOR each proposal.

<TABLE>
<CAPTION>
<S> <C>
(1) Election of Directors:

____ FOR ALL NOMINEES LISTED (Except as marked below to the contrary)

____ WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED
(Instructions: To withhold authority to vote for any individual nominee, write such name(s) in the space provided below.)
NOMINEES: Robert PriceGeorge H. CadgeeRobert F. EllsworthRobert PaulKim I. PressmanSteven Price
Withholding authority for: _________________________________________________________________________

(2) Proposal to amend the Certificate of Incorporation to increase the number of shares of Preferred Stock which the Company
shall have the authority to issue to 20,000,000 shares.