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): August 9, 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 August 9, 2004. See
  Item 12 below.
  
  Item 12.          RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
  
                    On August 9, 2004, Price Communications Corporation announced
  its earnings for the quarter and six months ended June 30, 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: August 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): August 9, 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 August 9, 2004. See
  Item 12 below.
  
  Item 12.          RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
  
                    On August 9, 2004, Price Communications Corporation announced
  its earnings for the quarter and six months ended June 30, 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: August 11, 2004
  
                   PRICE COMMUNICATIONS CORPORATION
  
                   By:    /s/ Kim Pressman
                         -----------------------------------------------------
                         Kim Pressman
                         Executive Vice President and Chief Financial Officer