SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1 TO FORM 10-Q
(Mark One)
_X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended August 31, 1996
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from_____________ to______________
Commission file number 0-18700
PRIME CELLULAR, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3570672
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 First Stamford Place, Stamford, Connecticut 06902
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 327-3620
________________________________________________________________________________
Former name, former address and former fiscal year,
if changed since last report.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: As of December 13, 1996,
there were 8,667,000 shares outstanding of the Registrant's common stock, $.01
par value per share.
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 27. Financial Data Schedule.
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.
Dated: December 19, 1996
PRIME CELLULAR, INC.
(Registrant)
By:/s/ Joseph K.Pagano
----------------------
Joseph K. Pagano, President
(Duly Authorized Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY CONSOLIDATED FINANCIAL INFORMATION EXTRACTED FROM
FORM 10-Q AT AUGUST 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-END> AUG-31-1996
<CASH> 6,245,498
<SECURITIES> 0
<RECEIVABLES> 297,073
<ALLOWANCES> 26,660
<INVENTORY> 216,465
<CURRENT-ASSETS> 6,776,979
<PP&E> 194,696
<DEPRECIATION> 19,993
<TOTAL-ASSETS> 6,954,682
<CURRENT-LIABILITIES> 1,011,140
<BONDS> 0
0
0
<COMMON> 84,500
<OTHER-SE> 5,859,042
<TOTAL-LIABILITY-AND-EQUITY> 6,954,682
<SALES> 261,369
<TOTAL-REVENUES> 261,369
<CGS> 124,170
<TOTAL-COSTS> 481,265
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (294,012)
<INTEREST-EXPENSE> (545)
<INCOME-PRETAX> (220,441)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (220,441)
<EPS-PRIMARY> (.03)
<EPS-DILUTED> 0
</TABLE>
