<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1(b), (c), AND
(d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 3)*
PRICELLULAR CORP.
__________________________________________
(Name of Issuer)
CLASS A COMMON STOCK
__________________________________________
(Title of Class of Securities)
741504104
______________________________
(CUSIP Number)
June 26, 1998
_______________________________________________________
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
(x) Rule 13d-1(b)
( ) Rule 13d-(c)
( ) Rule 13d-1(d)
________________
*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 the disclosures provided
in a prior cover page.
The information required in 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).
(Continued on following page(s))
Page 1 of 5 Pages
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CUSIP No. 741504104 13G Page 2 of 5 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
College Retirement Equities Fund
I.R.S. #13-6022-042
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) ( )
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 5 Pages
Item 1(a). NAME OF ISSUER:
Pricellular Corp.
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
45 Rockefeller Center
New York, New York 10020
Item 2(a). NAME OF PERSON FILING:
College Retirement Equities Fund ("CREF")
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
730 Third Avenue
New York, N.Y. 10017
Item 2(c). CITIZENSHIP:
Incorporated in New York
Item 2(d). TITLE OF CLASS OF SECURITIES:
Class A Common Stock
Item 2(e). CUSIP NUMBER: 741504104
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:
(a) ( ) Broker or dealer registered under Section 15 of the
Exchange Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) ( ) Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) (x) Investment Company registered under Section 8 of the
Investment Company Act.
(e) ( ) An investment adviser in accordance with Rule 13d-
1(b)(1)(ii)(E);
(f) ( ) An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) ( ) A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) ( ) A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act;
(j) (x) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box. ( )<PAGE>
Page 4 of 5 Pages
Item 4. OWNERSHIP.
COLLEGE RETIREMENT EQUITIES FUND
(a) Amount Beneficially Owned: 0
(b) Percent of Class: 0%
(c) None
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following (X).
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not Applicable
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Page 5 of 5 Pages
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
Not Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Not Applicable
Item 9. NOTICE OF DISSOLUTION OF GROUP: Not Applicable
Item 10. CERTIFICATION.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not
acquired and are not held in connection with or as a
participant in any transaction having that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: October 8, 1998
COLLEGE RETIREMENT EQUITIES FUND
By: /s/ Peter C. Clapman
-------------------------------
Peter C. Clapman
Senior Vice President and Chief
Counsel, Investments
