UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
1. Name and Address of Reporting Person
Burns, Harmon E.
777 Mariners Island Blvd.
San Mateo, CA 94404
2. Date of Event Requiring Statement (Month/Day/Year)
06/11/97
3. IRS or Social Security Number of Reporting Person (Voluntary)
###-##-####
4. Issuer Name and Ticker or Trading Symbol
Price Communications Corporation (PR)
5. Relationship of Reporting Person to Issuer (Check all applicable)
[ ] Director [ ] 10% Owner
[ ] Officer (give title below) [X] Other (specify below)
Officer of IA to AGE High
Income Fund (see footnote).
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
[X] Form filed by One Reporting Person
[ ] Form filed by More than One Reporting Person
<TABLE>
<CAPTION>
Table I Non-Derivative Securities Beneficially Owned
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1)Title of Security 2)Amount of 3) 4)Nature of
Securities D Indirect
Beneficially or Beneficial
Owned I Ownership
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock - $.01 par value 2,291,953.000 I N/A
<CAPTION>
Table II Derivative Securitites Beneficially Owned
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1)Title of Derivative Security 2)Date Exercisable 3)Title and Amount of 4)Conver- 5)Ownership 6)Nature of
and Expiration Date Securities Underlying sion or Form of Indirect
(Month/Day/Year) Derivative Security exercise Derivative Beneficial
price of Security Ownership
Date Expira- Amount or Deri- Direct(D)
Exer- tion Number of vative or
cisable Date Title Shares Security Indirect(I)
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<S> <C> <C> <C> <C> <C> <C> <C>
<FN>
Explanation of Responses:
-
The securities of the issuer reported on this Statement are held by the AGE High Income Fund (the "AGE Fund"), a series of the
Franklin High Income Trust, an open end management investment company. Such securities are held for the benefit of shareholders of
the AGE Fund. Franklin Advisers, Inc. ("FAI"), an investment adviser registered under the Investment Advisers Act of 1940, has the
-
FAI is a wholly-owned subsidiary of Franklin Resources, Inc. ("FRI"). Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal
Shareholders") each own in excess of 10% of the outstanding Common Stock of FRI and are the principal shareholders of FRI. FAI, FRI
and the Principal Shareholders each disclaim any economic interest or beneficial ownership in any of the securities covered by this
</FN>
</TABLE>
SIGNATURE OF REPORTING PERSON
/S/ Burns, Harmon E.
DATE
