PRIME CELLULAR INC
8-K/A, 1997-08-15
NON-OPERATING ESTABLISHMENTS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 8-K/A

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of Earliest Event Reported): July 28, 1997
                                                           ------------- 

                              PRIME CELLULAR, INC.
                              --------------------
             (Exact name of registrant as specified in its charter)

               Delaware                   0-18700             13-3570672
        --------------------------      -----------         --------------
        (State or other jurisdiction   (Commission         (I.R.S. Employer
              of incorporation)        File Number)        Identification No.)

     100  Stamford Place, Stamford, Connecticut                        06902
     -----------------------------------------------------------------------
              (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (203) 327-3620
                                                           ---------------


- ---------------------------------------------------------------------------
           Former name or former address, if changed since last report




<PAGE>



Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

     (c). Exhibits.

     Letter from BDO SEIDMAN LLP  regarding  change in  Registrant's  certifying
accountant,  which was the  subject  matter of  Registrant's  Report on Form 8-K
filed August 4, 1997.


                                       -2-


<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                             PRIME CELLULAR, INC.




                                             By:/s/Joseph K. Pagano
                                                ------------------------------
                                                  Joseph K. Pagano
                                                  Chief Executive Officer
                                                  (Duly authorized officer)


Date: August 14, 1997




August 13, 1997

Securities Exhcange Commission
450 5th Street N.W.
Washington, D.C. 20549

Gentelmen:

We have been furnished with a copy of the response to Item 4 of form 8-K for the
event that occurred on July 28, 1997, to be filed by our former client, Prime
Cellular, Inc. We agree with the statements made in response to that Item
insofar as they relate to our Firm.


Very truly yours,


/s/ BDO Seidman, LLP
- --------------------
BDO Seidman, LLP

NG/sel



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