VANGUARD CELLULAR SYSTEMS INC
10-C, 1994-08-31
RADIOTELEPHONE COMMUNICATIONS
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                        SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C. 20549

                                     FORM 10-C

                  Report by Issuer of Securities Quoted on NASDAQ

                           Interdealer Quotation System

                   Filed pursuant to Section 13 or 15(d) of the

                  Securities Exchange Act of 1934 and Rule 13a-17

                               or 15d-17 thereunder


                      Vanguard Cellular Systems, Inc.                   
                  (Exact name of issuer as specified in Charter)

     2002 Pisgah Church Road, Suite 300, Greensboro, NC  27455          
                     (Address of principal executive offices)

Issuer's telephone number, including area code (910) 282-3690           


                    I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

      Indicate any change (increase or decrease) of 5% or more in the number 
 of shares outstanding:

1.  Title of security Class A Common Stock, par value $.01 per share    
2.  Number of shares outstanding before the change   25,719,533         
3.  Number of shares outstanding after the change    38,579,299         
4.  Effective date of change  August 24, 1994                           
5.  Method of change:

         Specify method (such as merger, acquisition, exchange, 
         distribution, stock split, reverse split, acquisition of stock
         for treasury, etc.)
                      Stock split                                           

         Give brief description of transaction  three-for-two stock split
                 effected by 50% stock dividend                         


                           II.  CHANGE IN NAME OF ISSUER

1.  Name prior to change                                                
2.  Name after change                                                   
3.  Effective date of charter amendment changing name                   
4.  Date of shareholder approval of change, if required                 


Date                                                                    
                                         (Officer's signature & title)

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