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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PRICELLULAR CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 22-3043811
(State of incorporation) (I.R.S. employer
identification number)
45 ROCKEFELLER PLAZA
NEW YORK, NEW YORK
(Address of principal 10020
executive offices) (Zip code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
debt securities and is debt securities and is to
effective upon filing become effective
pursuant to General simultaneously with the
Instruction A(c)(1) please effectiveness of a concurrent
check the following box. / / registration statement under
the Securities Act of 1933
pursuant to General
Instruction A(c)(2) please
check the following box. / /
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each Class Name of each Exchange on which
to be so registered each Class is to be registered
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<S> <C>
CLASS A COMMON STOCK THE AMERICAN STOCK EXCHANGE
$.01 PAR VALUE PER SHARE
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of the Registrant's Securities to be Registered.
The description of the Registrant's Class A Common Stock contained
under the heading "Description of Capital Stock" on pages 64 to 67
of the Prospectus (subject to completion) dated June 10, 1996,
contained in Amendment No. 1 to the Registrant's Registration
Statement on Form S-3 (File No. 333-03737), is incorporated herein
by reference.
Item 2. Exhibits.
None.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
PRICELLULAR CORPORATION
(Registrant)
Date: June 19, 1996 By: /s/ Stuart B. Rosenstein
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Name: Stuart B. Rosenstein
Title: Vice President and
Chief Financial Officer
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