content: SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                                    -------------
  
                                      FORM 8-K
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF THE
  
                           SECURITIES EXCHANGE ACT OF 1934
  
  
           Date of report (Date of earliest event reported): May 10, 2004
  
                          Price Communications Corporation
                 (Exact Name of Registrant as Specified in Charter)
  
  
            New York                       1-8309                  13-2991700
  (State or Other Jurisdiction           (Commission              (IRS Employer
        of Incorporation)               File Number)           Identification No.)
  
  
                                45 Rockefeller Plaza
                              New York, New York 10020
                 (Address of principal executive offices) (Zip Code)
  
  
         Registrant's telephone number, including area code: (212) 757-5600
  
  
  <PAGE>
  
  ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
            (c) Exhibit 99.1-- Press Release, dated May 10, 2004. See Item 12
                below.
  
  ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
  
            On May 10, 2004, Price Communications Corporation announced its
  earnings for the quarter ended March 31, 2004. Attached hereto and incorporated
  by reference as Exhibit 99.1 is the Press Release announcing such results.
  
  
  
                                         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 hereunto duly authorized.
  
  Date:  May 11, 2004
  
                        PRICE COMMUNICATIONS CORPORATION
  
  
  
                        By:  /s/ Kim Pressman
                             ---------------------------------------
                             Kim Pressman
                             Executive Vice President and Chief Financial Officer
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text: SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
  
                                    -------------
  
                                      FORM 8-K
  
                                   CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF THE
  
                           SECURITIES EXCHANGE ACT OF 1934
  
           Date of report (Date of earliest event reported): May 10, 2004
  
                          Price Communications Corporation
                 (Exact Name of Registrant as Specified in Charter)
  
            New York                       1-8309                  13-2991700
  (State or Other Jurisdiction           (Commission              (IRS Employer
        of Incorporation)               File Number)           Identification No.)
  
                                45 Rockefeller Plaza
                              New York, New York 10020
                 (Address of principal executive offices) (Zip Code)
  
         Registrant's telephone number, including area code: (212) 757-5600
  ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
            (c) Exhibit 99.1-- Press Release, dated May 10, 2004. See Item 12
                below.
  
  ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
  
            On May 10, 2004, Price Communications Corporation announced its
  earnings for the quarter ended March 31, 2004. Attached hereto and incorporated
  by reference as Exhibit 99.1 is the Press Release announcing such results.
  
                                         2
  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 hereunto duly authorized.
  
  Date:  May 11, 2004
  
                        PRICE COMMUNICATIONS CORPORATION
  
                        By:  /s/ Kim Pressman
                             ---------------------------------------
                             Kim Pressman
                             Executive Vice President and Chief Financial Officer