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.



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                                   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