SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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)
May 13, 1996
(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
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) __
(b) __
3. SEC USE ONLY
4. SOURCE OF FUNDS*
NA
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
1,780,389
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
593,238
10. SHARED DISPOSITIVE POWER
1,187,151
________________________________________________________________
<PAGE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,780,389
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
__
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment amends Item 5.
Item 5. Interest in Securities of the Issuer
(a) Aggregate Number of Percentage of Shares of Common Stock
Outstanding Beneficially Owned by the Reporting Person
As of May 13, 1996, Mr. Price beneficially owned 1,780,389
shares of Common Stock or approximately 19% of the 9,418,242
shares outstanding on May 13, 1996.
(b) Number of Shares and Power to Vote
As of May 13, 1996, Mr. Price has the sole power to vote the
shares listed under Item 5(a) and the sole power to dispose
of 593,238 of the shares listed under Item 5(a). He shares
the power to dispose of the remaining 1,187,151 shares.
(c) Description of Securities Transactions
During the sixty days prior to May 13, 1996, Mr. Price
soldan aggregate of 18,000 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>
May 13, 1996 18,000 $ 7-3/8
/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.
May 15, 1996 /s/ Robert Price
Date Signature
Robert Price
President
