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
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             (Exact name of registrant as specified in its charter)

        New York                     1-8309                      13-2991700
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(State or other jurisdiction       (Commission                (IRS Employer
     of incorporation)             File Number)              Identification No.)

            45 Rockefeller Plaza, New York, New York                  10020
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            (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code   (212) 757-5600
                                                  ------------------------------

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          (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
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                 Date                               Kim I. Pressman
                                           Executive Vice President and Chief
                                                   Financial Officer





                                 EXHIBIT INDEX

      EXHIBIT

      99.1        Press release issued May 10, 2005.