SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
Price Communications Corporation
(Name of Issuer)
Common Stock, par value $.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)
N/A
(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,
should 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
447,238
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
447,238
10. SHARED DISPOSITIVE POWER
-0-
________________________________________________________________
<PAGE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment amends Item 5.
Item 5. Interest in Securities of the Issuer
(a) Aggregate Number or Percentage of Shares of Common
Stock Outstanding Beneficially Owned by the
Reporting Person
According to Schedules 13D filed by Lance Laifer,
Laifer Capital Management, Inc. and Hilltop
Partners, L.P., and subsequent information
provided by such parties to the Company, such
parties have disposed of all of their shares of
Common Stock, with the result that Mr. Price no
longer shares the power to vote and dispose of
shares of Common Stock held by such parties. As a
consequence, and as a consequence of certain
dispositions of Common Stock by Mr. Price (none of
which occurred during the past 60 days), Mr. Price
beneficially owned as of March 24, 1997, 447,238
shares of Common Stock or approximately 6.2% of
the 7,207,114 shares outstanding on February 19,
1997
(b) Number of Shares and Power to Vote
Mr. Price has the sole power to vote the shares
listed under Item 5(a) and the sole power to
dispose of such shares.
<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.
Date: March 24, 1997
Signature: /s/ Robert Price
Robert Price
