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 5, 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 5.        OTHER EVENTS AND REGULATION FD DISCLOSURE.
  
           On May 5, 2004, Price Communications Corporation announced that its
  Board of Directors has declared a 5% stock dividend payable on May 24, 2004, to
  stockholders of record on May 17, 2004. Attached hereto and incorporated by
  reference as Exhibit 99.1 is the Press Release announcing such stock dividend.
  
  ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS
  
           (c)Exhibit 99.1 - Press Release dated May 5, 2004.
  
  
  
                                         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 7, 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 5, 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 5.        OTHER EVENTS AND REGULATION FD DISCLOSURE.
  
           On May 5, 2004, Price Communications Corporation announced that its
  Board of Directors has declared a 5% stock dividend payable on May 24, 2004, to
  stockholders of record on May 17, 2004. Attached hereto and incorporated by
  reference as Exhibit 99.1 is the Press Release announcing such stock dividend.
  
  ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS
  
           (c)Exhibit 99.1 - Press Release dated May 5, 2004.
  
                                         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 7, 2004
  
                                      PRICE COMMUNICATIONS CORPORATION
  
                                      By: /s/Kim Pressman
                                          --------------------------------------
                                          Kim Pressman
                                          Executive Vice President and
                                          Chief Financial Officer