UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 5*
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Name of Issuer: PriCellular Corporation
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Title of Class of Securities: Common Stock
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CUSIP Number: 74150410-4
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*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).
Page 1 of 9 pages
CUSIP No.: 74150410-4
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Janus Capital Corporation
EIN #84-0765359
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. ___
b. _X_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER
-0-
6. SHARED VOTING POWER
988,829**
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
988,829**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
988,829**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.5%**
12. TYPE OF REPORTING PERSON
IA, CO
** See Item 4 of this filing
Pa ge 2 of 9 pages
CUSIP No.: 74150410-4
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas H. Bailey
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. ___
b. _X_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER
-0-
6. SHARED VOTING POWER
988,829**
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
988,829**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
988,829**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.5%**
12. TYPE OF REPORTING PERSON
IN
** See Item 4 of this filing
Pa ge 3 of 9 pages
CUSIP No.: 74150410-4
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Janus Enterprise Fund
EIN #84-1202943
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. ___
b. _X_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER
-0-
6. SHARED VOTING POWER
268,035**
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
268,035**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
268,035**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%**
12. TYPE OF REPORTING PERSON
IV
** See Item 4 of this filing
Pa ge 4 of 9 pages
Item 1.
(a). Name of Issuer: PriCellular Corporation ("PriCellular")
(b). Address of Issuer's Principal Executive Offices:
711 Westchester Avenue
White Plains, NY 10604
Item 2.
(a).-(c). Name, Principal Business Address, and Citizenship
of Persons Filing:
(1) Janus Capital Corporation ("Janus Capital")
100 Fillmore Street
Denver, Colorado 80206-4923
Citizenship: Colorado
(2) Thomas H. Bailey ("Mr. Bailey")
100 Fillmore Street
Denver, Colorado 80206-4923
Citizenship: USA
(3) Janus Enterprise Fund
100 Fillmore Street
Denver, Colorado 80206-4923
Citizenship: Massachusetts
(d). Title of Class of Securities: Common Stock
(e). CUSIP Number: 74150410-4
Item 3.
Janus Capital is an Investment Adviser registered
under Section 203 of the Investment Advisers Act of
1940.
Janus Enterprise Fund is an Investment Company
registered under Section 8 of the Investment Company
Act of 1940.
Page 5 of 9 pages
Item 4. Ownership
The information in items 1 and 5 through 11 on the
cover pages (pp. 2-4) on Schedule 13G is hereby
incorporated by reference.
Janus Capital is a registered investment adviser which
furnishes investment advice to several investment
companies registered under Section 8 of the Investment
Company Act of 1940 and individual and institutional
clients (collectively referred to herein as "Managed
Portfolios"). As a result of its role as investment
adviser or sub-adviser to the Managed Portfolios,
Janus Capital may be deemed to be the beneficial owner
of the shares of PriCellular Common Stock held by
such Managed Portfolios. However, Janus Capital does
not have the right to receive any dividends from, or
the proceeds from the sale of, the securities held in
the Managed Portfolios and disclaims any ownership
associated with such rights.
Mr. Bailey owns approximately 12.2% of Janus Capital.
In addition to being a stockholder of Janus Capital,
Mr. Bailey serves as President and Chairman of the
Board of Janus Capital and is filing this joint
statement with Janus Capital as a result of such stock
ownership and positions which may be deemed to enable
him to exercise control over Janus Capital. Mr.
Bailey does not own of record any shares of
PriCellular Common Stock and he has not engaged in any
transaction in PriCellular Common Stock. However, as
a result of his position, Mr. Bailey may be deemed to
have the power to exercise or to direct the exercise
of such voting and/or dispositive power that Janus
Capital may have with respect to PriCellular Common
Stock held by the Managed Portfolios. All shares
reported herein have been acquired by the Managed
Portfolios, and Mr. Bailey specifically disclaims
beneficial ownership over any shares of PriCellular
Common Stock that he or Janus Capital may be deemed to
beneficially own. Furthermore, Mr. Bailey does not
have the right to receive any dividends from, or the
proceeds from the sale of, the securities held in the
Managed Portfolios and disclaims any ownership
associated with such rights.
Janus Enterprise Fund is an investment company
registered under the Investment Company Act of 1940
and is one of the Managed Portfolios to which Janus
Capital provides investment advice.
Page 6 of 9 pages
Item 5. Ownership of Five Percent or Less of a Class
This statement is being filed to report the fact that
the reporting persons have ceased to be the beneficial
owners of more than five percent of the class of
securities.
These shares were acquired in the ordinary course of
business, and not with the purpose of changing or
influencing control of the Issuer.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the
Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and
were not acquired for the purpose of and do not have
the effect of changing or influencing the control of
the issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purposes or effect.
Page 7 of 9 pages
SIGN ATURES
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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.
JANUS CAPITAL CORPORATION
By /s/ Deborah E. Bielicke 4/10/98
Deborah E. Bielicke Date
Under Power of Attorney dated 6/30/97
On File with Schedule 13G for
CommNet Cellular, Inc. 7/9/97
JANUS ENTERPRISE FUND
By /s/ Deborah E. Bielicke 4/10/98
Deborah E. Bielicke, Assistant Vice President Date
THOMAS H. BAILEY
By /s/ Deborah E. Bielicke 4/10/98
Deborah E. Bielicke Date
Under Power of Attorney dated 6/30/97
On File with Schedule 13G for
CommNet Cellular, Inc. 7/9/97
Page 8 of 9 pages
EXHIBIT A
JOINT FILING AGREEMENT
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In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, the persons named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13G
(including amendments thereto) with respect to the Common Stock
of PriCellular Corporation and further agree that this Joint
Filing Agreement be included as an Exhibit to such joint filings.
In evidence thereof, the undersigned hereby execute this
Agreement as of the 10th day of April, 1998.
JANUS CAPITAL CORPORATION
By /s/ Deborah E. Bielicke
Deborah E. Bielicke
Under Power of Attorney dated 6/30/97
On File with Schedule 13G for
CommNet Cellular, Inc. 7/9/97
JANUS ENTERPRISE FUND
By /s/ Deborah E. Bielicke
Deborah E. Bielicke, Assistant Vice
President
THOMAS H. BAILEY
By /s/ Deborah E. Bielicke
Deborah E. Bielicke
Under Power of Attorney dated 6/30/97
On File with Schedule 13G for
CommNet Cellular, Inc. 7/9/97
Page 9 of 9 pages
