content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 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, 2005
                                                  --------------------------------
  
                          Price Communications Corporation
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its 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
                                                    ------------------------------
  
  --------------------------------------------------------------------------------
            (Former name or former address, if changed since last report)
  
  
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any of the
  following provisions (see General Instruction A.2. below):
  
  []   Written communications pursuant to Rule 425 under the Securities Act (17
       CFR 230.425)
  
  []   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
       240.14a-12)
  
  []   Pre-commencement communications pursuant to Rule 14d-2(b) under the
       Exchange Act (17 CFR 240.14d-2(b))
  
  []   Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e-4(c))
  
  
  <PAGE>
  
  
  ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
  
  A copy of the press release issued by Price Communications Corporation on May
  10, 2005, announcing its earnings for the quarter ended March 31, 2005, is
  included herewith as Exhibit 99.1 and is incorporated herein by reference. The
  information included in this Current Report on Form 8-K (including Exhibit 99.1
  hereto) that is furnished pursuant to this Item 2.02 shall not be deemed to be
  "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
  as amended, or otherwise subject to the liabilities of that Section or Sections
  11 and 12(a) (2) of the Securities Act of 1933, as amended. The information
  contained herein and in the accompanying exhibit shall not be incorporated by
  reference into any filing of the Registrant, whether made before or after the
  date hereof, regardless of any general incorporation language in such filing,
  unless expressly incorporated by specific reference into such filing.
  
  ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.
  
        (c) Exhibits. The following documents are included as exhibits to this
  report:
  
              99.1  Press release issued May 10, 2005.
  
  
  <PAGE>
  
  
                                     SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1934, the Registrant
  has duly caused this report to be signed on its behalf by the undersigned
  thereunto duly authorized.
  
                                              PRICE COMMUNICATIONS CORPORATION
                                            -------------------------------------
                                                        (Registrant)
  
               May 23, 2005                    /s/ Kim I. Pressman
  ---------------------------------------   -------------------------------------
                   Date                               Kim I. Pressman
                                             Executive Vice President and Chief
                                                     Financial Officer
  
  
  <PAGE>
  
  
                                   EXHIBIT INDEX
  
        EXHIBIT
  
        99.1        Press release issued May 10, 2005.
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "form8kv1.txt", "secsgml_size_bytes": 4278}]
metadata_filer: {"company-data": {"conformed-name": "PRICE COMMUNICATIONS CORP", "cik": "0000355787", "assigned-sic": "4833", "irs-number": "132991700", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-08309", "film-number": "05854417"}, "business-address": {"street1": "45 ROCKEFELLER PLZ", "street2": "STE 3201", "city": "NEW YORK", "state": "NY", "zip": "10020", "phone": "2127575600"}, "mail-address": {"street1": "45 ROCKEFELLER PLAZA", "street2": "SUITE 3201", "city": "NEW YORK", "state": "NY", "zip": "10020"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 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, 2005
                                                  --------------------------------
  
                          Price Communications Corporation
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its 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
                                                    ------------------------------
  
  --------------------------------------------------------------------------------
            (Former name or former address, if changed since last report)
  
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any of the
  following provisions (see General Instruction A.2. below):
  
  []   Written communications pursuant to Rule 425 under the Securities Act (17
       CFR 230.425)
  
  []   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
       240.14a-12)
  
  []   Pre-commencement communications pursuant to Rule 14d-2(b) under the
       Exchange Act (17 CFR 240.14d-2(b))
  
  []   Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e-4(c))
  ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
  
  A copy of the press release issued by Price Communications Corporation on May
  10, 2005, announcing its earnings for the quarter ended March 31, 2005, is
  included herewith as Exhibit 99.1 and is incorporated herein by reference. The
  information included in this Current Report on Form 8-K (including Exhibit 99.1
  hereto) that is furnished pursuant to this Item 2.02 shall not be deemed to be
  "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
  as amended, or otherwise subject to the liabilities of that Section or Sections
  11 and 12(a) (2) of the Securities Act of 1933, as amended. The information
  contained herein and in the accompanying exhibit shall not be incorporated by
  reference into any filing of the Registrant, whether made before or after the
  date hereof, regardless of any general incorporation language in such filing,
  unless expressly incorporated by specific reference into such filing.
  
  ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.
  
        (c) Exhibits. The following documents are included as exhibits to this
  report:
  
              99.1  Press release issued May 10, 2005.
  SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1934, the Registrant
  has duly caused this report to be signed on its behalf by the undersigned
  thereunto duly authorized.
  
                                              PRICE COMMUNICATIONS CORPORATION
                                            -------------------------------------
                                                        (Registrant)
  
               May 23, 2005                    /s/ Kim I. Pressman
  ---------------------------------------   -------------------------------------
                   Date                               Kim I. Pressman
                                             Executive Vice President and Chief
                                                     Financial Officer
  EXHIBIT INDEX
  
        EXHIBIT
  
        99.1        Press release issued May 10, 2005.