<PAGE> 1
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
March 1, 1996 1-8309
Date of Report Commission File Number
(Date of earliest event reported)
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> 2
Item 2. Acquisition or Disposition of Assets.
On March 1, 1996, the Registrant consummated the sale to
Allbritton Communications Company of television station WHTM-TV, Harrisburg,
Pennsylvania (including the accounts receivable thereof) for an aggregate cash
purchase price of approximately $115 million.
Item 7. Financial Statements and Exhibits.
(a) Pro forma financial information to be filed by amendment.
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: March 18, 1996 By: /s/ Robert Price
-------------------------------
Robert Price
Chief Executive Officer,
President and Director
