PRICE COMMUNICATIONS CORP - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)
/X/ Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1994 or

/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the transition period from ________________to ______________

Commission file number 1-8309.

PRICE COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)

New York 13-2991700
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)

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

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange
Title of each class on which registered
- ------------------- ---------------------

Common Stock, par value $.01 per share American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None.

Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under its Plan
of Reorganization as confirmed by the court.

Yes X No
----- -----
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports); and (2) has been subject to the
filing requirements for the past 90 days. YES X NO .
----- -----

Page 1 of ____ Pages
The Exhibit Index Appears on Page ___

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to the Form 10-K. / /

AGGREGATE MARKET VALUE OF THE VOTING STOCK
HELD BY NONAFFILIATES OF THE COMPANY

Aggregate market value of the Common Stock held by non-affiliates of
the Company, based on the last sale price on the American Stock Exchange
("AMEX") on January 23, 1995 ($6 3/8 as reported in the Wall Street Journal):
approximately $15.5 million. (For this purpose, all outstanding shares of
Common Stock have been considered held by non-affiliates, other than the shares
beneficially owned by directors, executive officers and principal shareholders
of the Company; certain of such persons disclaim that they are affiliates of the
Company.)

Indicate the number of shares outstanding of each of the Company's
classes of common stock as of the latest practicable date:

8,972,445 shares of Common Stock, par value $.01 per share, were
outstanding as of January 23, 1995.

DOCUMENTS INCORPORATED BY REFERENCE: None.
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PART I

Item 1. Business.

GENERAL

The Company is a nationwide communications company whose current
primary business is owning and operating television stations through
wholly-owned indirect subsidiaries. The Company's television properties
currently consist of one ABC affiliated television station, WHTM-TV (which was
acquired by the Company during September 1994), serving Harrisburg/Lancaster/
Lebanon/York, Pennsylvania; and three NBC affiliated television stations,
KSNF-TV, serving Joplin, Missouri/Pittsburg, Kansas; KJAC-TV, serving
Beaumont/Port Arthur, Texas; and KFDX-TV, serving Wichita Falls, Texas/Lawton,
Oklahoma. During 1994, the Company sold its three AM and three FM radio
stations serving the Fort Wayne, Indiana; Buffalo, New York; and West Palm
Beach, Florida markets. The Company intends to continue to investigate
potential media acquisitions involving television and radio properties and,
possibly, outdoor advertising and newspapers.

The Company's business strategy is to acquire communications properties
at prices it considers attractive, finance such properties on terms satisfactory
to it, manage such properties in accordance with its operating strategy and
dispose of them if and when the Company determines such disposition to be in its
best interest. See "Recent Developments" regarding sales and acquisitions of
properties since the beginning of 1994. For the foregoing reasons, the results
of the Company's historical operations are not comparable to or indicative of
results in the future. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

The Company was organized in New York in 1979 and began active
operations in 1981. Its principal executive offices are located at 45
Rockefeller Plaza, New York, New York 10020, and its telephone number is (212)
757-5600. References to the "Company" or "Price" in this report include Price
Communications Corporation and its subsidiaries, unless the context otherwise
indicates.

RECENT DEVELOPMENTS

In February, 1994, the Company entered into an agreement to purchase
WHTM-TV, Channel 27, serving Harrisburg/Lancaster/ Lebanon/York, Pennsylvania,
the nation's 44th largest television market, at a purchase price based (subject
to adjustment) on a 7.25 multiple of the station's cash flow during a 12-month
period preceding the closing. The purchase was consummated on September 16,
1994, at which time the Company paid cash consideration of approximately $47
million plus a $4 million working capital adjustment. The funds utilized to
make such acquisition were

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principally supplied under an amended and restated line of credit agreement
(the "Amended Line of Credit") with Bank of Montreal.

The Amended Line of Credit provided a seven year revolving credit
facility of up to $45 million, which amount is permanently reduced periodically
over its term. On October 17, 1994, the net proceeds from the sale of the
Company's radio stations in West Palm Beach, Florida, were used to repay $22.5
million of borrowings under the Amended Line of Credit, at which time the
facility was reduced to $22.5 million. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

During 1994, the Company consummated the sale of all of its radio
properties as described below (see Note 3 of Notes to Consolidated Financial
Statements), realizing gains on such dispositions and utilizing the proceeds of
such sales principally to reduce indebtedness. The Company continues to
investigate acquisitions of media properties and may reenter radio broadcasting.

On April 14, 1994, the Company sold substantially all of the assets of
radio stations WWKB-AM and WKSE-FM in Buffalo, New York, for $5 million in cash.
A pre-tax gain of approximately $3.2 million was recognized on the sale.

On October 17, 1994, the Company sold substantially all of the assets
of radio stations WBZT-AM and WIRK-FM, West Palm Beach, Florida, for
approximately $23 million in cash. The Company realized a pre-tax gain of
approximately $13.5 million on this transaction.

On November 11, 1994, the Company sold substantially all of the assets
of radio stations WOWO-AM, Fort Wayne, Indiana and WOWO-FM, Huntington, Indiana
for approximately $2.3 million in cash. The Company recognized a pre-tax gain
of approximately $.8 million on this transaction.

In addition to the radio dispositions, the Company sold certain other
properties during 1994 (see Note 3 of Notes to Consolidated Financial
Statements), as follows:

During February 1994, the Company sold its outdoor advertising business
for a total sales price of $875,000, including $200,000 cash and a note from the
buyer for $675,000. A pre-tax loss of approximately $350,000 was recognized in
connection with the sale.

On May 20, 1994, the Company sold to TLM Corporation, a former majority
owned subsidiary of the Company, all of the capital stock of Eimar Realty
Corporation, the sole asset of which is a Nashville, Tennessee office building,
for a total purchase price of $815,000 including $275,000 in cash and a note
from the buyer for

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$540,000. The Company had attempted unsuccessfully to find an unrelated buyer
for the Eimar property during the approximately two years preceding such sale.
A de minimis gain was recognized on the sale.

On October 28, 1994 the Company sold its building in Red Bank, New
Jersey for $1.7 million in cash. The Company realized a small gain on the sale.

Prior to 1994, the Company had written off its investment in Fairmont
Communications Corporation ("Fairmont"), which had filed for relief under
Chapter 11 of the U.S. Bankruptcy Code, with the result that the Company's
carrying value in such investment was zero. In January 1994, the Company
entered into a settlement agreement with the various parties to the Fairmont
bankruptcy proceedings whereby the Company agreed to desist in its challenge to
the Fairmont plan of reorganization, Fairmont reimbursed the Company for
$300,000 of legal fees previously incurred by the Company in connection with
such bankruptcy proceeding, and, as an incentive to the manager of the Fairmont
properties to maximize recovery, the Company agreed that any excess over a
recovery of $5 million by the Company from the sale of Fairmont's properties
would be split with such manager. Although the exact amount of any such
recovery is uncertain at this time, the Company believes it will receive a cash
payment of approximately $7 million in respect of such sale shortly, and
anticipates that it may receive a smaller additional payment in the future upon
the resolution by Fairmont of various state tax issues. See "Interests in
Fairmont" below.

Due to the developments described above, the Company's historical
results of operations should not be regarded as indicative of its future
results.

SEGMENT DATA

See Note 13 of Notes to Consolidated Financial Statements for segment
data concerning the Company's television, radio and other operations. The
Company's television and radio segments contributed 70 percent and 30 percent,
respectively, of the Company's net revenue for the year ended December 31, 1994.
The Company sold 75 percent of its interest in The New York Law Publishing
Company at the end of 1992, and during 1993 accounted for its remaining 25
percent interest (which was disposed of during 1993) as an investment under the
equity method of accounting. For the year ended December 31, 1993, the
Company's television, radio, and other segments contributed 52 percent, 45
percent and 3 percent, respectively. For the year ended December 31, 1992, the
Company's television, radio, and publishing and other segments contributed 21
percent, 17 percent and 62 percent, respectively.

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ACQUISITIONS AND DIVESTITURES

Through its history, the Company has actively acquired and divested
broadcasting and other properties. In pursuing its acquisition and divestiture
strategy, the Company has no fixed formula for determining the purchase price of
properties it seeks. With respect to media properties, to date, the Company
generally concentrates its acquisition activities on properties that have a
history of generating Media Cash Flow (operating profits before deductions for
interest, depreciation, amortization and income taxes) or properties that have
potential for growth. In seeking acquisitions of media properties, the Company
generally gives greater weight to a property's Media Cash Flow than to its net
income, because such Media Cash Flow is a standard widely used in the industry
to evaluate media properties. The Company's strategy is to seek properties that
can be purchased at attractive multiples of "trailing" Media Cash Flow, the
Media Cash Flow for the twelve months immediately prior to such acquisition,
either in anticipation that such Media Cash Flow will continue at historical
levels, or in anticipation that the Company will be able to improve it. However,
the Company may consider acquiring properties without such cash flow if it
believes them to have sufficient potential for growth or to otherwise be
consistent with the Company's objectives.

Prices of media properties are affected by a number of factors in
addition to a property's Media Cash Flow, including the characteristics and
anticipated growth of the market area, the terms of purchase, programming, the
competitive situation within the market area, the possibility of improving Media
Cash Flow, the dial position and signal strength (in the case of radio
stations), operating history, network affiliation and assigned signal frequency
(in the case of television stations), and the value of the fixed assets acquired
in connection with the purchase.

To finance its acquisitions and to provide funds for other purposes,
the Company may consider using a variety of sources, including borrowings from
banks and other institutional lenders, the proceeds of debt sold to the public,
seller financing, convertible preferred stock and common stock issued by the
Company or its subsidiaries, and cash on hand. Historically, the Company often
acquired properties through newly organized subsidiaries, based on the credit of
the properties being acquired or by borrowing or issuing securities at the
parent company level.

From time to time brokers and potential buyers approach the Company
with respect to the potential sale of certain of its media properties. The
Company has generally not listed its properties with brokers, but management
follows the practice of permitting potential responsible buyers to visit its
media properties and of presenting bona fide offers from financially responsible
parties to the Company's Board of Directors for consideration. Proceeds of asset
sales will be used to retire outstanding debt, to repurchase equity, to finance
the Company's

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investments in new properties or for other corporate purposes as determined by
the Board of Directors.

INTERESTS IN FAIRMONT

In connection with the sale in 1987 of seven radio stations to Fairmont
for an aggregate sale price of $120 million, the Company loaned $50 million to
Fairmont (the "Fairmont Notes") and acquired a 27% equity interest in Fairmont.
On August 28, 1992, Fairmont filed for voluntary relief under Chapter 11 of the
U.S. Bankruptcy Code. The Fairmont Notes owned by the Company and the Company's
equity investment in Fairmont had no book value as of December 31, 1994.

By order dated September 10, 1993, the United States Bankruptcy Court
for the Southern District of New York confirmed the Chapter 11 plan of
reorganization (the "Fairmont Plan") for Fairmont and the Fairmont Subsidiaries.
Essentially, the Fairmont Plan provided for the orderly liquidation of the
assets of Fairmont and the Fairmont Subsidiaries, and the distribution of the
proceeds derived therefrom according to the relative priorities of the parties
asserting interests therein. In January 1994, the Company entered into a
settlement agreement with the various parties to the Fairmont bankruptcy
proceedings whereby the Company agreed to desist in its challenge to the
Fairmont Plan, Fairmont reimbursed the Company for $300,000 of legal fees
previously incurred by the Company in connection with such bankruptcy
proceeding, and, as an incentive to the manager of the Fairmont properties to
maximize recovery, the Company agreed that any excess over a recovery of $5
million by the Company from the sale of Fairmont's properties would be split
with such manager. Although the exact amount of any such recovery is uncertain
at this time, the Company believes it will receive a cash payment of
approximately $7 million in respect of such sale shortly, and anticipates that
it may receive a smaller additional payment in the future upon resolution by
Fairmont of various state tax issues.

OPERATING STRATEGY

At the outset, the Company develops specific plans for each property
acquired in an effort to improve its efficiency. The Company attempts to
increase the Media Cash Flow of its broadcasting properties and to make each
property a significant one relative to its competitors. The Company's goal is
to realize annual increases in the net revenue of its properties that exceed
increases in operating expenses.

The Company has sought both to elevate its television and radio
stations' positions in their markets and to increase advertising rates, although
the position of stations in their markets tends to fluctuate. Station revenue
growth benefits from the advertising revenue growth of the markets themselves,
which the

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Company believes can generally be measured by the growth in retail sales in the
areas involved.

Local demographic considerations and promotion play less of a role in
television station programming than in the case of radio stations, because a
significant portion of station programming is provided by the television
networks to the Company's network affiliated television stations. The Company
strives to improve or maintain the ratings of its television stations by fine
tuning non-network programming and news coverage, improving promotional
activities and upgrading physical and technical facilities where necessary.

Within each radio market, the Company historically targeted key
demographic groups (determined by age and/or sex), based on advertiser demand
and the nature of competition in the market. Research was periodically
conducted by outside consultants to help refine and improve the programming of
each station, and the Company attempted to direct its sales efforts, both local
and national, to obtain the largest possible share of advertising budgets.
Although broadcast ratings normally reflect all listeners in a market and the
Company's stations may have performed well in the overall ratings, the Company's
emphasis was on superior performance in the targeted demographic group, which it
believed could result in substantial improvement in revenues and Media Cash Flow
by attracting advertisers interested in reaching the target groups. The Company
also sought to generate radio revenues through promotional events and
print-media tie-ins, techniques that may be particularly important as a station
grows more successful and its ability to increase the number of commercials sold
becomes more limited.

THE TELEVISION BROADCASTING INDUSTRY

Television station revenues are primarily derived from local, regional
and national advertising and from compensation paid by television networks for
the local broadcast of network programming, with a small percentage of revenue
sometimes obtained from studio rental and programming-related activities. The
primary costs involved in owning and operating television stations are salaries,
programming, promotion, depreciation and amortization, and selling expenses.

The majority of national and local advertising contracts are
short-term, generally running for only a few weeks, while advertising contracts
sold by networks are typically for longer periods. National spot and local
advertising revenues are more susceptible to fluctuations in the economy than
network compensation. Advertising rates charged by a television station vary,
depending upon the population and number of television sets in the area served
by the station, a program's popularity among the viewers an advertiser wishes to
attract, the number of advertisers vying for available time, the prices being
charged by competitors

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and the availability of alternative media in the market area. The number of
television sets in an area and a program's popularity are reflected in surveys
made by a rating service of the number of sets tuned to the station at various
times. Advertising rates are highest during the most desirable viewing hours.
Local and most regional sales of advertising time are made by a station's sales
staff. National sales are made by a national "rep firm", specializing in
television advertising sales on the national level, which is compensated on a
commission-only basis.

For most network programming that is broadcast by a network affiliate,
the network pays the affiliate compensation, which varies in amount depending
upon the time of day during which the program is broadcast. "Prime-time"
programming (7 to 11 P.M. E.S.T. Sundays and 8 to 11 P.M. E.S.T. other days)
generally earns the highest rates. Recent trends indicate a general increase in
network compensation levels, and the Company has been attempting to negotiate
increased compensation levels under its network affiliation agreements. In
addition, a network often allocates portions of advertising time during network
broadcasts for direct sale by the local station to advertisers and these time
slots have generally been increasing.

While revenues are spread over the calendar year, the first quarter
generally reflects the lowest and the fourth quarter the highest revenue for the
year. The increase in retail advertising each fall in preparation for the
holiday season, combined with political advertising in election years and new
fall television programming, tend to increase fourth quarter revenues.

A significant portion of the programs broadcast by the Company's
television stations is provided by their networks. Programming costs are
generally lower for network affiliates than the independent television stations,
and network programs generally achieve higher ratings than non-network programs.
The Company's television stations also acquire programs from non- network
sources. Programs obtained from non-network sources usually consists of
syndicated television shows, some of which have been shown previously on a
network, and feature films.

The competitive position of a network affiliated television station is
significantly affected by viewer acceptance of the network's programs. Network
affiliation agreements have historically generally been for a term of one or two
years (although the recent trend has been toward longer terms), and are
generally renewed automatically. A network affiliate may reject particular
network programs, which might then be offered to other stations in the area.

Competitive factors, in addition to management experience, include a
station's authorized transmitter power and antenna location, assigned frequency,
network affiliation, carriage of the station's signal on local cable television
systems, viewer

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acceptance of network and local programming and the strength of local
competition. Generally a television broadcasting station in one market does
not compete with stations in another market.

During the past several years, there has been a steady growth of cable
communications and a significant liberalization of FCC rules which allow cable
systems, satellite master antenna systems, and MMDS services located in areas
served by the stations to provide additional program choices. Additionally,
direct broadcast satellite service is increasingly being made available on a
nationwide basis. Moreover, the FCC has begun to issue authorizations for
telephone companies to offer "video dialtone" service that will be similar in
nature to that provided by cable communications systems. By federal statute,
local telephone companies have been precluded from providing cable television
service within their local service areas. However, several U.S. Courts of
Appeals have ruled that the federal statutory ban is unconstitutional. To date,
the existence of additional program services has not had a demonstrably adverse
effect upon the Company's television stations.

The FCC has adopted "must carry" and "retransmission consent" rules at
the direction of Congress pursuant to the 1992 Cable Television Consumer
Protection and Competition Act. Under this new regulatory regime, virtually all
cable systems that carried the Company's television stations have continued to
do so. Some systems have agreed to provide compensation to the Company's
television stations in return for carriage on the cable system under the new
regulations, although such compensation is not substantial. A number of cable
television entities have appealed the must carry and retransmission consent
rules. A three- judge panel of the U.S. District Court for the District of
Columbia upheld the rules, but the U.S. Supreme Court decided to review the
ruling and heard oral argument in January 1994. A decision by the Court is
expected during 1995. In any event, the Company believes that cable subscriber
demand for programming carried by the Company's television stations makes it
unlikely that the stations will cease to be carried by cable systems served by
those stations, even in the absence of must carry rules.

Several other new technologies are in their developmental stages, such
as high definition television capable of transmitting television pictures with
higher resolution, truer color and wider aspect ratios. The FCC has recently
determined that local television stations such as the Company's will be entitled
to frequencies necessary to broadcast high definition television so long as
those frequencies are used within a specified time period. These developing
technologies have had no immediate impact on the television broadcast industry,
and their potential impact on the Company's business cannot be predicted.

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THE RADIO BROADCASTING INDUSTRY

As indicated above, the Company sold during 1994 all of its radio
properties, although it continues to investigate possible radio acquisitions and
may reenter radio broadcasting. Virtually all of the revenue of a radio station
is derived from local and national advertising, and to a minor extent from
network compensation. Local sales are made by a station's sales staff. National
sales are made by a national "rep firm", specializing in radio advertising sales
on the national level, which is compensated on a commission-only basis.
Advertising rates charged by a radio station are based primarily on the
station's ability to attract audiences in the market area. A station's
listenership is reflected in rating service surveys of the number of radios
tuned to the station at various times. The primary costs incurred in owning and
operating radio stations are salaries, programming, depreciation and
amortization, promotion and advertising, rental of premises for studios and
transmitting equipment, music license royalty fees and selling expenses.

Radio broadcasting stations compete with the other broadcasting
stations in their respective market areas, as well as with other advertising
media such as newspapers, broadcast and cable television, magazines, outdoor
advertising, transit advertising and direct mail marketing. Competition within
the radio broadcasting industry occurs primarily in individual market areas, so
that a station in one market does not generally compete with stations in other
market areas. In addition to management experience, factors that are material
to competitive position include the station's rank in its market, authorized
power, assigned frequency, audience characteristics, local program acceptance
and the number and characteristics of other stations in the market area.

FEDERAL REGULATION OF BROADCASTING

Television and radio broadcasting (as well as some other potential
communications investments of the Company) are subject to the jurisdiction of
the FCC under the Communications Act of 1934, as amended ("Communications Act").
The Communications Act, among other things, prohibits the assignment of a
broadcast license or the transfer of control of a corporation holding a license
without the prior approval of the FCC. Legislation has been introduced from time
to time which would amend the Communications Act in various respects and the FCC
from time to time considers new regulations or amendments to its existing
regulations. During the 103rd Congress, legislation involving major revisions
to the Communications Act passed the House of Representatives but was not acted
on by the Senate. It is expected that one or more bills proposing a
comprehensive revision of the Communications Act will be given substantial
attention in the 104th Congress. The Company cannot predict the effect of any
such new legislation or amendments on the Company.

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Television licenses are issued and renewable for terms of five years.
The Company's licenses have the following expiration dates, until renewed:

KSNF-TV . . . . . . . . . . . . . . February 1, 1998
KJAC-TV . . . . . . . . . . . . . . *
KFDX-TV . . . . . . . . . . . . . . August 1, 1998
WHTM-TV . . . . . . . . . . . . . . August 1, 1999

* The license term for KJAC-TV was to have expired on
August 1, 1993. KJAC-TV filed a timely application
for renewal, thereby extending the license term until
action is taken on the renewal application. That
application remains pending due to a viewer complaint
about the Phil Donahue program. The Company expects
the station's license to be renewed during 1995 for a
term ending August 1, 1998.

In the vast majority of cases, broadcast licenses are renewed by the
FCC. Current FCC regulations permit cognizable ownership by one entity of up to
12 television stations, 20 FM radio stations and 20 AM radio stations. With
respect to television stations, however, there is an additional ownership limit
based on audience reach. Under the audience reach limitation, an entity may
acquire cognizable ownership interests in up to 12 television stations only if
the aggregate number of television households reached by the television stations
does not exceed 25% of the national television household audience as determined
by the Arbitron ADI market rankings. The percentage of the national television
household audience reached by the Company's television stations is significantly
under these limitations. On December 15, 1994, the FCC commenced a rulemaking
proceeding to review its television ownership rules. The FCC has proposed to
relax its national ownership limitations with regard to the number of stations
an entity may own and to permit a higher national audience reach. Any new rules
are not likely to take effect until late 1995 or early 1996. The Company is
unable to predict at this time the impact of this initiative on its television
broadcast operations.

The FCC's rules generally prohibit the common ownership of a television
station and an AM radio station, an FM radio station or general circulation
daily newspaper in the same market, although ownership of up to two AM and two
FM stations is generally permitted. Ownership of a CATV system and television
station in the same market is also prohibited. These rules apply to entities
such as the Company, that seek new authorizations or approval of a transfer of
an existing combination. The FCC has relaxed its ownership restrictions such
that common ownership of television and radio stations may be permissible in the
25 largest markets. In

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its review of the television ownership rules, the FCC has proposed to relax or
eliminate the current restriction outside the 25 largest markets on common
ownership of a television station and radio stations in the same market and has
also proposed to permit common ownership of two television stations in some
large markets. Any new rules are not likely to take effect until late 1995 or
early 1996. The Company is unable to predict at this time the impact of these
initiatives on its television broadcast operations.

The FCC requires the attribution to a broadcast company not only of
licenses held by the Company, but also of licenses attributable to its officers
and directors and certain of its stockholders and their affiliates, such that
there would be a violation of FCC regulations where such an officer, director,
stockholder or stockholder's affiliate together held attributable interest in
more than the permitted number of stations on a nationwide or local market
basis. The Company's By-Laws state that the Board of Directors shall prohibit
any voting or transfer of its capital stock, including its Common Stock, which
would cause the Company to violate the Communications Act or FCC regulations.

The foregoing is only a brief summary of certain provisions of the
Communications Act and the regulations of the FCC. Reference is made to the
Communications Act, FCC regulations and the public notices promulgated by the
FCC for further information. The Company is unable to predict what impact, if
any, changes in these laws would have on its operations.

EMPLOYEES

As of December 31, 1994, the Company employed approximately 222 full
time persons at its television stations. The stations have not experienced any
significant labor problems under the Company's ownership and the Company
considers its labor relations on the whole to be good.

The Company relies on experienced managers for its broadcasting
operations, who are given considerable authority at the local level. Where
appropriate, the Company has also hired new management in an effort to improve
the operations of a particular property.

ITEM 2. PROPERTIES.

The Company and its subsidiaries own their studio and production
facilities and own or lease space for other offices, antenna sites and certain
equipment for each of its stations. The Company believes that its other
facilities are suitable and adequate for carrying on its broadcasting and other
operations and that no major capital improvements will be necessary over the
next year. (See Note 16 of the Notes to Consolidated Financial Statements for
information on minimum lease payments of the Company and its subsidiaries for
the next five years.)

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ITEM 3. LEGAL PROCEEDINGS.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth the executive officers of the Company,
their respective ages, the year in which each was first elected an executive
officer and the office of the Company held by each. Each executive officer
will hold office until removed or until their respective successors have been
duly elected and qualified.

Executive
Officer's Name Age Position Officer Since
-------------- --- -------- -------------

Robert Price 62 President, Chief Executive 1979
Officer and Treasurer

Kim I. Pressman 38 Executive Vice President and 1984
Secretary

Bill Bengtson 63 Senior Vice President/Television 1989

James Lyndon Kreps 34 Vice President and Controller 1995

Robert Price (Director, President, Chief Executive Officer and
Treasurer of the Company), an attorney, is a former General Partner of Lazard
Freres & Co. He has served as an Assistant United States Attorney, practiced
law in New York and served as Deputy Mayor of New York City. After leaving
public office, Mr. Price became Executive Vice President of The Dreyfus
Corporation and an Investment Officer of The Dreyfus Fund. In 1972 he joined
Lazard Freres & Co. Mr. Price has served as a Director of Holly Sugar
Corporation, Atlantic States Industries, The Dreyfus Corporation, Graphic
Scanning Corp. and Lane Bryant, Inc., and is currently a member of The Council
on Foreign Relations. Mr. Price is also a Director and President of TLM
Corporation, and a Director and President of PriCellular Corporation.

Kim I. Pressman, a certified public accountant, is a graduate of
Indiana University and holds an M.B.A. from New York University. Before
assuming her present office as Executive Vice President and Secretary in
October 1994, Ms. Pressman was Vice President and

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Treasurer of the Company from November 1987 to December 1989, and Senior Vice
President of the Company from January 1990 to September 1994. She was also
Secretary of the Company from July 1989 to February 1990. Ms. Pressman was
Vice President- Broadcasting and Vice President, Controller, and Assistant
Treasurer of the Company from 1984 to October 1987. Prior to joining the
Company in 1984, Ms. Pressman was employed by Peat, Marwick, Mitchell & Co., a
national certified public accounting firm, was Supervisor, Accounting Policies
for International Paper Company and then Manager, Accounting Operations for
Corinthian Broadcasting Division of Dun & Bradstreet Company, a large group
owner of broadcasting stations. Ms. Pressman is a Director, Vice President,
Treasurer and Secretary of TLM Corporation, and a Director, Vice President and
Secretary of PriCellular Corporation.

Bill Bengtson has held a variety of positions in the broadcasting
industry for 34 years and assumed his current position in July 1989. Mr.
Bengtson is also Vice President and General Manager of KSNF-TV, the Company's
NBC affiliate in Joplin, Missouri/Pittsburg, Kansas, a position he has held
since April 1987. From January 1985 to March 1987, he was Vice President and
General Manager of KRCG-TV, a CBS affiliate in Jefferson City/Columbia,
Missouri formerly owned by the Company. Prior to joining the Company in 1985,
Mr. Bengtson was Vice President and General Manager of KOAM-TV in Pittsburg,
Kansas for 12 years. Mr. Bengtson has served on the National Association of
Broadcasters' Television Board of Directors, and as President of the Pittsburg,
Kansas Chamber of Commerce, President of the Pittsburg, Kansas Industrial
Development Corporation and Mayor of Pittsburg, Kansas.

James Lyndon Kreps, a certified public accountant and graduate of
Bucknell University, assumed his current position in July 1994. Prior to
joining the Company in 1994, Mr. Kreps was Vice President of Promotional
Concept Group, Inc. From June 1989 to September 1992 Mr. Kreps served in
various positions at Paramount Pictures Corporation including Director of
Financial Reporting and Analysis for the Television Group. From April 1988 to
June 1989, Mr. Kreps was a Supervisor of Internal Audit for Gulf & Western
(Paramount Communications Corporation). Mr. Kreps also spent four years with
Coopers & Lybrand.

I-13
16
PART II

ITEM 5. MARKET FOR COMPANY'S COMMON STOCK AND
RELATED STOCKHOLDER MATTERS

a) Market for Common Stock

The Company's Common Stock is listed for trading on the American Stock
Exchange ("AMEX") under the ticker symbol "PR". The range of high and low last
sale prices for the Company's Common Stock on the AMEX for each of the four
quarters of 1994 and 1993, as reported by the AMEX was:

1994 1993
------------------------- ------------------------
Quarter High Low High Low
------- ---- --- ---- ---

First 4-5/8 3-5/8 2-7/8 2

Second 4-5/16 3-1/2 2-15/16 2

Third 5-7/8 4-1/8 3-3/16 2-3/8

Fourth 7-1/4 4-11/16 4-3/8 2-3/4

The high and low last sale prices for the Company's Common Stock on
the AMEX for January 23, 1995, as reported by the AMEX were 6 1/2 and 6 3/8,
respectively. The Company's Common Stock has been afforded unlisted trading
privileges on the Pacific Stock Exchange under the ticker symbol "PR.P", on the
Chicago Stock Exchange under the ticker symbol "PR.M" and on the Boston Stock
Exchange under the ticker symbol "PR.B".

b) Holders

On January 23, 1995, there were 705 holders of record of the Company's
Common Stock. The Company estimates that brokerage firms hold Common Stock in
street name for approximately 3,000 persons.

c) Dividends

The Company, to date, has paid no cash dividends on its Common Stock.
The Board of Directors will determine future dividend policy based on the
Company's earnings, financial condition, capital requirements and other
circumstances. It is not anticipated that dividends will be paid on its Common
Stock in the foreseeable future.

ITEM 6. SELECTED FINANCIAL DATA.

The following table sets forth certain selected consolidated financial
data with respect to the Company for each of the five

II-1
17
years in the period ended December 31, 1994, derived from audited consolidated
financial statements of the Company and Notes thereto. On December 30, 1992,
the Company's consensual Plan of Reorganization, which had been approved by the
United States Bankruptcy Court in the Southern District of New York in July of
that year, became effective. A vertical black line has been placed to separate
pre-reorganization consolidated operating statement and balance sheet items
from the post-reorganization consolidated operating statement and balance sheet
items since they are not prepared on a comparable basis (see Note 1 of Notes to
Consolidated Financial Statements).

II-2
18
CONSOLIDATED OPERATING STATEMENT ITEMS
(in thousands, except for per share amounts)

Year Ended December 31(2)
-------------------------------------------------------------
Reorganized Company Predecessor Company
-------------------- -------------------------------
1994(1) 1993 1992 1991 1990
---- ---- ---- ---- ----

Net Revenue $24,039 $22,790 $ 53,957 $48,452 $48,150
Operating Expenses 14,962 16,335 39,567 37,182 37,146
Corporate Expenses 4,475 3,649 4,973 6,123 5,189
Other Expense (Income) - Net (16,245) 539 (35) 12,925 19,535
Interest Expense 813 1,485 17,768 41,473 40,184
Amortization of Debt Discount and
Deferred Debt Expense 646 766 1,004 2,039 2,534
Depreciation and Amortization 3,312 2,343 4,873 5,132 4,957
Unrealized Noncash (Recovery)
Loss on Marketable Securities(3)
Share of Loss of Partially
Owned Companies - 1,118 2,934 9,005 9,546
------- ------- -------- -------- --------
Income (Loss) Before Reorganization
Items, Income Taxes, and Extraordinary Items 16,076 (3,591) (16,981) (56,951) (71,831)
Reorganization Items - - (5,983) - -
------- ------- -------- -------- --------
Income (Loss) Before Income Taxes and
Extraordinary Items 16,076 (3,591) (22,964) (56,951) (71,831)
Income Tax (Expense) Benefits (1,652) (124) (499) 327 (591)
------- ------- -------- -------- --------
Income (Loss) Before Extraordinary Items 14,424 (3,715) (23,463) (56,624) (72,422)
Extraordinary Items (Net of Income Taxes):
Gain on Early Extinguishments of Debt - 2,010 - - 5,287
Gain on Forgiveness of Debt and Partial
Sale of Subsidiary - - 312,678 - -
------- ------- -------- -------- --------
Net Income (Loss) $14,424 ($1,705) $289,215 ($56,624) ($67,135)
======= ======= ======== ======== ========
Per Share Amounts(4):
Income (loss) Before Extraordinary Items $1.44 ($0.31)
Extraordinary Items - 0.17
----- -----
Net Income (Loss) $1.44 (0.14)
===== =====

(1) Reflects results of operations of WHTM-TV since its acquisition during
September 1994 and the results of the properties disposed of through their
respective dates of sale. See Notes to 2 and 3 to Consolidated Financial
Statements.
(2) Due to the acquisition and dispositions discussed under "Business-Recent
Developments," the borrowings incurred to effect such acquisition, the
retirement of the Company's Secured Notes, the consummation of the Plan of
Reorganization and the adoption of Fresh Start Reporting, the Company's
historical results should not be regarded as indicative of its future
results.
(3) See Note 1 of Notes to Consolidated Financial Statements.
(4) Per share amounts for the Predecessor Company are neither comparable nor
meaningful due to the forgiveness of debt, partial sale of subsidiary,
issuance of new common stock and adoption of Fresh Start Reporting.

II-3
19
CONSOLIDATED BALANCE SHEET ITEMS
(in thousands, including notes)

As of December 31
----------------------------------------------------------------
Reorganized Company Predecessor Company
--------------------------------- -------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----

Total Current Assets $ 9,093 $8,925 $28,494 $18,464 $23,895
Total Assets 90,852 37,272 74,327 92,347 114,887
Total Current Liabilities(1) 9,076 3,292 11,373 338,274 297,605
Long-Term Debt(2) 21,310 3,200 22,100 41,198 45,310
Shareholders' Equity (Deficit) 39,079 30,705 40,646 (287,823) (231,199)

- -----------------------------------
(1) Net of unamortized original issue discount of $5,124 and $6,203 as of
December 31, 1991 and 1990, respectively.
(2) Net of unamortized original issue discount of $8,705 as of December 31,
1992, respectively.

II-4
20
ITEM 7. Management's Discussion and Analysis of
Financial Condition and Result of Operations.

The Company reorganized and emerged from bankruptcy proceedings on
December 30, 1992 and adopted Fresh Start Reporting in accordance with the
guidelines established by the American Institute of Certified Public
Accountants in Statement of Position 90-7 "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code". Under Fresh Start Reporting, assets
and liabilities were recorded at their estimated fair market value and the
historical deficit was eliminated. Accordingly, the Company's financial
statements have been prepared as if it is a new reporting entity and a vertical
black line has been placed to separate the pre- reorganization consolidated
statements of operations and cash flows from the post-reorganization
consolidated statements of operations and cash flows since they are not
prepared on a comparable basis.

Due to the acquisition and dispositions discussed under "Business -
Recent Developments," the borrowings incurred to effect the acquisition, the
retirement of the Company's Secured Notes, the consummation of the Plan of
Reorganization and the adoption of Fresh Start Reporting, the Company's
historical results of operations should not be regarded as indicative of its
future results. The following discussion should be read in conjunction with
the Consolidated Financial Statements and the Notes thereto.

RESULTS OF OPERATIONS - GENERAL

The comparability of results for future periods will be affected by
the acquisition and dispositions during 1994 (see Notes 2 and 3 of Notes to
Consolidated Financial Statements) and by the nature and timing of any future
acquisitions or dispositions. Future acquisitions could substantially increase
the Company's operating expenses, depreciation and amortization charges and, if
additional financing is required, interest expense, as well as increasing
revenues. For these reasons, the results of the Company's historical
operations may not be comparable from period to period or indicative of results
in the future.

1994 COMPARED TO 1993

The Company's net revenue, operating expenses, depreciation and
amortization, and interest expense for the year ended December 31, 1994 are not
comparable to the year ended December 31, 1993 due to the acquisition of
WHTM-TV and the borrowings under the Amended Line of Credit to effect such
acquisition, and the dispositions of the Company's radio properties and other
assets (see Notes 2 and 3 of Notes to Consolidated Financial Statements).
During 1994, net revenue increased by 5% to $24.0 million from $22.8 million.
This increase was due to the acquisition of WHTM-TV during September of 1994
which resulted in an increase in television segment revenues of 42.7% to $16.8
million from $11.7 million during 1993. This

II-5
21
increase was partially offset by a decline in net revenue from radio and other
segment to $7.3 million from $11.0 million. Television revenues during 1994
were impacted by a large influx of political dollars which contributed to
increases in the Company's stations. Operating expenses of the Company
decreased overall to $15.0 million from $16.3 million due to the dispositions
and despite the acquisition largely as a result of the higher operating margins
in television broadcasting as compared to radio broadcasting. Depreciation and
amortization expense rose to $3.3 million from $2.3 million primarily as a
result of the write off of the portion of the reorganization value remaining on
the Company's balance sheet after adjustment for dispositions (see Note 1(e) of
Notes to Consolidated Financial Statements) and amortization of intangibles
associated with the acquisition of WHTM-TV.

The Company recognized net income of approximately $14.4 million in
1994, primarily as a result of the net gains on the sales of properties during
the year of approximately $17.2 million. Additionally, the Company did not
have a share of loss of partially owned companies since it disposed of its
interest in PriCellular Corporation during the fourth quarter of 1993 and
interest expense decreased by approximately $670,000 due to the retirement of
the Secured Notes at the end of 1993. For a substantial portion of 1994, the
Company had little or no long-term debt outstanding until the acquisition of
WHTM-TV during September of 1994.

These improvements were offset, in part, by the increase in
depreciation and amortization noted above, and by an increase in corporate
expenses of approximately $800,000 and an increase in income taxes of $1.5
million. The increase in corporate expenses was primarily attributable to
increased legal, consulting and fees of investment advisors due to the
acquisition of WHTM-TV and the exploration by the Company of various business
opportunities, as well as to the write off of deferred compensation
attributable to an employment agreement related to the Plan of Reorganization
which was renegotiated. The increase in income taxes was attributable mainly
to the state tax consequences of gains the Company recognized on the sale of
properties.

The Company had net income per share according to generally accepted
accounting principles of $1.44 in 1994, as opposed to a net loss per share of
$.14 in 1993. During 1993 net loss includes an extraordinary gain of $.17 due
to the extinguishment of debt. No such extraordinary item existed during 1994.

1993 COMPARED TO 1992

The Company's net revenue, operating expenses and depreciation and
amortization for the year ended December 31, 1993 are not comparable to the
year ended December 31, 1992 due to the sale of 75 percent of its stock of The
New York Law Publishing Company as part of the Plan. The Company's net revenue
decreased by approximately $31.2 million and operating expenses by $23.2
million

II-6
22
as the result of that sale. However, net revenue from the broadcasting segment
increased by $1.5 million or 7.1 percent, due to an overall improvement in the
market for broadcast advertising, the impact of political revenues and an
improvement in market shares at certain of the Company's properties. Operating
expenses for the broadcasting segment increased 4% primarily as the result of
programming additions at the Company's radio properties.

The Company's corporate expenses decreased from 1992 primarily because
professional fees and administrative expenses incurred during the Company's
reorganization negotiations, excluding those that are classified as
reorganization items, decreased during 1993. Interest expense and the
amortization of debt discount during 1993 decreased from 1992 primarily because
the Company's long-term debt was substantially reduced as a result of its Plan
of Reorganization. Additionally, approximately $23.2 million face amount of
the new Secured Notes was retired in October 1993, further reducing those
expenses.

The Company's share of loss of partially owned companies decreased in
1993 primarily because the Company ceased to record losses on its share of
PriCellular Corporation, once that investment was reduced to its realizable
value of $11 million, the amount that the Company sold it for in October of
1993. The decrease was offset, in part, by losses related to The New York Law
Publishing Company which was accounted for under the equity method in 1993.
The Company's "Other (income) expense, net" decreased to an expense of $539,000
in 1993, as a result of the purchase of 2,249,086 shares of the Company's
Common Stock from Huff (see Note 14 of Notes to Consolidated Financial
Statements) on which a loss of approximately $4.0 million was recognized. This
loss was offset in part by the sale of the Company's preferred and common stock
in NTG for $2.4 million which resulted in a gain of the same amount since the
stock was carried at a book value of zero. Additionally, the Company had a
recovery of approximately $300,000 on the repayment of the note from LL
Broadcasting which had been recorded at $2.9 million under Fresh Start
Reporting. As a result of the foregoing, the Company recognized a loss before
extraordinary items of approximately $3.7 million as compared to a loss of
$23.5 million in 1992. The 1992 loss also includes net reorganization expense
items totalling approximately $6 million relating to the Company's period under
Chapter 11.

Extraordinary income for 1992 was approximately $313 million due to
the forgiveness of debt and the partial sale of The New York Law Publishing
Company as part of the Company's Plan of Reorganization. Extraordinary income
for 1993 was approximately $2 million due to the early extinguishment of the
Company's Secured Notes.

The Company had net loss per share before extraordinary item of $.31
and net loss per share of $.14 for 1993. Per share amounts for prior periods
are not comparable or meaningful due to the

II-7
23
forgiveness of debt, partial sale of subsidiary, issuance of new common stock
and adoption of Fresh Start Reporting.

LIQUIDITY AND CAPITAL RESOURCES

The Company had approximately $1.1 million in cash and cash
equivalents and positive net working capital at December 31, 1994. Long-term
debt of $22.5 million was owed by the Company as of December 31, 1994.

During September 1994, certain of the Company's subsidiaries entered
into an Amended Line of Credit with the Bank of Montreal ("BMO"). The Amended
Line of Credit was for $45 million, which the Company permanently reduced upon
the sale of its West Palm Beach radio stations to $22.5 million. The Amended
Line of Credit is permanently reduced quarterly by varying amounts, beginning
on September 30, 1995, bears interest at a rate equal to the BMO base rate, as
defined, plus up to a maximum of .75% and is secured by the assets of the
Company's subsidiaries who are the borrowers on the Amended Line of Credit.
See Note 10 of Notes to Consolidated Financial Statements.

If the Company's acquisition strategy (see "Business-Acquisitions and
Divestitures") continues to be successful the Company may require substantial
capital to finance them. The Company may use a variety of sources including
the proceeds of debt sold to the public, additional borrowings from banks and
other institutional lenders, seller financing, convertible preferred stock and
common stock issued at the parent company or subsidiary level. There can be no
assurance that the Company will be successful in obtaining funds from those
sources.

Although the Company has incurred substantial depreciation and
amortization expenses as a result of the purchase of its properties, it does
not anticipate the need to make major capital expenditures in respect of its
existing media properties (see "Properties") during 1995 and it does not
believe that such lack of major capital expenditures will affect its
competitive position. Capital expenditures for 1994 were approximately
$750,000.

The Company's sources of funds to serve its debt and meet its other
obligations historically have been provided by its liquid assets, cash flow
from its operating and investment activities, proceeds from the sale of
properties and proceeds from loans and financings. The Company intends to seek
to improve cash flow from operations by continuing to impose stringent budget
procedures on its media properties and by continuing to seek to increase
revenues at its properties in excess of increases in operating expenses.

On February 10, 1994, the Company's Board of Directors authorized the
repurchase by the Company of up to 2,000,000 shares of its Common Stock. The
Company is authorized to make such purchases from time to time in the market or
in privately

II-8
24
negotiated transactions. During the year ended December 31, 1994, the Company
repurchased approximately 996,000 shares pursuant to that authorization.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Price Communications Corporation and Subsidiaries Consolidated
Financial Statements are set forth on the following pages of this Part II.

INDEX TO FINANCIAL STATEMENTS

___________

PRICE COMMUNICATIONS CORPORATION and SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

Reports of Independent Auditors II-11-1

Consolidated Balance Sheets at December 31,
1994 and 1993 II-11-3

Consolidated Statements of Operations for
Years ended December 31, 1994, 1993
and 1992 II-11-5

Consolidated Statements of Shareholders'
Equity (Deficit) for Years ended
December 31, 1994, 1993 and 1992 II-11-6

Consolidated Statements of Cash Flows for
Years ended December 31, 1994, 1993
and 1992 II-11-7

Notes to Consolidated Financial Statements II-11-9

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

II-9

25

AUDITED CONSOLIDATED FINANCIAL STATEMENTS
AND SCHEDULES

Price Communications Corporation
and Subsidiaries

December 31, 1994 and 1993
and for each of the three years
in the period ended December 31, 1994
with Reports of Independent Auditors
26

[KPMG PEAT MARWICK LLP LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Price Communications Corporation:

We have audited the accompanying consolidated balance sheet of Price
Communications Corporation and subsidiaries as of December 31, 1994, and the
related consolidated statements of operations, shareholders' equity (deficit),
and cash flows for the year then ended (Reorganized Company) and the
consolidated statements of operations, shareholders' equity (deficit), and cash
flows for the year ended December 31, 1992 (Predecessor Company). In
connection with our audits of the consolidated financial statements, we have
also audited the related financial statement schedules as listed in Part IV,
Item 14(a). These consolidated financial statements and financial statement
schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Price
Communications Corporation and subsidiaries as of December 31, 1994, and the
results of their operations and their cash flows for the years ended December
31, 1994 and 1992 in conformity with generally accepted accounting principles.
Also in our opinion, the related financial statement schedules, when considered
in relation to the basic consolidated financial statements taken as a whole
present fairly, in all material respects, the information set forth therein.

As discussed in note 4 to the consolidated financial statements, effective
December 30, 1992, Price Communications Corporation was reorganized under a
plan confirmed by the Federal Bankruptcy Court and adopted a new basis of
accounting whereby all remaining assets and liabilities were revalued at their
estimated fair values. As discussed in notes 1 and 11, Price Communications
Corporation and subsidiaries (Reorganized Company) have changed their method of
accounting for income taxes in 1992 to adopt the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes."

/s/ KPMG Peat Marwick LLP
-------------------------
KPMG PEAT MARWICK LLP

NEW YORK, NEW YORK
JANUARY 20, 1995

1

27

Report of Independent Auditors

The Board of Directors and Shareholders
Price Communications Corporation

We have audited the accompanying consolidated balance sheet of Price
Communications Corporation and subsidiaries (the "Company") as of December 31,
1993 and the related consolidated statements of operations, shareholders'
equity (deficit) and cash flows for the year then ended. Our audit also
included the financial statement schedules listed in Part IV, Item 14(a).
These consolidated financial statements and financial statement schedules are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements and financial
statement schedules based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Price Communications
Corporation and subsidiaries at December 31, 1993 and the results of their
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles. Also in our opinion, the related
financial statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole present fairly, in all
material respects, the information set forth therein.

/s/ Ernst & Young LLP

March 8, 1994

28

Price Communications Corporation
and Subsidiaries

Consolidated Balance Sheets

December 31
-----------------------------------
1994 1993
-----------------------------------

ASSETS:
Current assets:
Cash and cash equivalents $ 1,136,010 $ 1,395,102
Accounts receivable, net of allowance for
doubtful accounts of $395,012 in 1994 and
$487,576 in 1993 5,073,450 4,006,801
Film broadcast rights 1,990,874 565,929
Prepaid expenses and other current assets 892,303 2,957,235
-----------------------------------
Total current assets 9,092,637 8,925,067
-----------------------------------
Property and equipment, at cost, less
accumulated depreciation (Note 7) 11,499,936 13,728,171
Broadcast licenses and other intangibles, less
accumulated amortization of $760,666 in
1994 and $406,441 in 1993
(Notes 1 and 2) 67,528,870 12,797,559
Film broadcast rights 1,867,096 138,383
Notes receivable 817,500 -
Other assets 46,091 470,031
Reorganization value in excess of amounts
allocable to identifiable assets, less
accumulated amortization of $63,805 in
1993 (Note 1) - 1,212,289
-----------------------------------
Total assets $ 90,852,130 $ 37,271,500
===================================

(continued)

3
29

Price Communications Corporation
and Subsidiaries

Consolidated Balance Sheets - continued

December 31
----------------------------------
1994 1993
----------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses
(Note 8) $ 3,602,734 $ 2,249,404
Accrued interest - 7,233
Current portion of long-term debt
(Note 10) 1,209,493 -
Other current liabilities (Note 9) 4,264,326 1,035,585
----------------------------------
Total current liabilities 9,076,553 3,292,222
----------------------------------

Long-term debt (Note 10) 21,310,356 3,200,000
Deferred tax effect of basis difference arising
on acquisition* (Note 11) 18,435,308 -
Other liabilities (Note 9) 2,950,585 74,747

Commitments and contingencies (Note 16)

Shareholders' equity (Notes 14 and 15):
Common stock, par value $.01 per share;
authorized 40,000,000 shares; outstanding
8,970,888 shares in 1994 and 9,883,717
shares in 1993 89,709 98,837
Additional paid-in capital 26,270,661 32,310,285
Retained earnings (deficit) 12,718,958 (1,704,591)
---------------------------------
Total shareholders' equity 39,079,328 30,704,531
---------------------------------
Total liabilities and shareholders' equity $ 90,852,130 $ 37,271,500
=================================

*The Company also has net operating loss carryforwards which may mitigate
federal income taxes, if any, resulting from disposition of the acquired
assets during the carryforward period (see Note 11).

See accompanying notes to consolidated financial statements.

4
30

Price Communications Corporation
and Subsidiaries

Consolidated Statements of Operations

Year ended December 31
--------------------------------------------------
Reorganized Company Predecessor
------------------------------ Company
1994 1993 1992
------------------------------ -------------

Revenue $ 28,053,341 $ 26,010,294 $ 57,178,019
Agency and representatives' commissions 4,014,209 3,220,102 3,221,385
Net revenue ------------------------------ -------------
24,039,132 22,790,192 53,956,634
------------------------------ -------------
Operating expenses 14,961,399 16,334,761 39,567,392
Corporate expenses 4,474,787 3,648,524 4,973,287
Other (income) expense, net (Note 12) (16,244,568) 539,289 (35,492)
Interest expense (contractual interest was
$43,105,988 in 1992) 813,493 1,485,389 17,768,032
Amortization of debt discount and deferred
debt expense 645,835 766,075 1,003,578
Depreciation and amortization 3,312,049 2,343,015 4,873,136
Unrealized noncash loss (recovery) on
marketable securities - 145,884 (145,884)
Share of loss of partially owned companies
(Notes 5 and 6) - 1,118,293 2,933,763
------------------------------ -------------
7,962,995 26,381,230 70,937,812
------------------------------ -------------
Income (loss) before reorganization items,
income taxes and extraordinary item 16,076,137 (3,591,038) (16,981,178)
Reorganization items:
Interest income - - 357,000
Professional fees and other - - (1,312,579)
Valuation adjustment (Note 1) - - (5,026,967)
Income (loss) before income taxes and ------------------------------ -------------
extraordinary item 16,076,137 (3,591,038) (22,963,724)
Income tax expense (Note 11) (1,652,588) (123,885) (499,326)
------------------------------ -------------
Income (loss) before extraordinary item 14,423,549 (3,714,923) (23,463,050)
Extraordinary item, net of income taxes of
$0 in 1993 and $900,000 in 1992 (Notes 4,
10, and 11) - 2,010,332 312,678,036
------------------------------ -------------
Net income (loss) $ 14,423,549 $ (1,704,591) $ 289,214,986
Income (loss) per share (Note 1): ============================== =============

Income (loss) before extraordinary item $ 1.44 $ (.31) *
Extraordinary item - .17 *
------------------------------ -------------
Net income (loss) $ 1.44 $ (.14) *

============================== =============

*Per share amounts for the Predecessor Company are neither comparable nor
meaningful due to forgiveness of debt, partial sale of subsidiary, issuance of
new common stock and adoption of Fresh Start Reporting.

See accompanying notes to consolidated financial statements.

5
31

Price Communications Corporation
and Subsidiaries

Consolidated Statements of Shareholders' Equity (Deficit)

Years ended December 31, 1994, 1993 and 1992

Predecessor Company
------------------------------------------------
Common Stock Junior Common Stock
------------------------------------------------
No. of Par Value No. of Par
Shares Shares Value
-------------------------------------------------

Balance, December 31, 1991 9,028,890 $90,289 500,000 $5,000)
Net income - - - -
Treasury stock (552,182) (5,522) - -
Reorganized Company common stock issued on conversion of
Predecessor Company common stock and junior common stock (8,476,708) (84,767) (500,000) (5,000)
Reorganized Company common stock issued on conversion of
debentures - - - -
Elimination of deficit under Fresh Start Reporting - - - -
REORGANIZED COMPANY: -------------------------------------------------
Balance, December 31, 1992 - - - -
Net loss - - - -
Fractional shares issued on conversion of Predecessor Company
common stock - - - -
Purchase and retirement of common stock - - - -
Stock options exercised - - - -
-------------------------------------------------
Balance, December 31, 1993 - - - -
Net income - - - -
Purchase and retirement of common stock - - - -
Stock options exercised - - - -
------------------------------------------------
Balance, December 31, 1994 - $ - - $ -
================================================

Predecessor Company
-----------------------------------------------
Reorganized Company
Treasury Stock Common Stock
-----------------------------------------------
No. of Par Value No. of Par Value
Shares Shares
-----------------------------------------------

Balance, December 31, 1991 608,800 $(489,298) - $ -
Net income - - - -
Treasury stock (608,800) 489,298 - -
Reorganized Company common stock issued on conversion of
Predecessor Company common stock and junior common stock - - 666,027 6,660
Reorganized Company common stock issued on conversion of
debentures - - 11,443,556 114,436
Elimination of deficit under Fresh Start Reporting - - - -
REORGANIZED COMPANY: -----------------------------------------------
Balance, December 31, 1992 - - 12,109,583 121,096
Net loss - - - -
Fractional shares issued on conversion of Predecessor Company
common stock - - 2,168 22
Purchase and retirement of common stock - - (2,249,089) (22,491)
Stock options exercised - - 21,055 210
-----------------------------------------------
Balance, December 31, 1993 - - 9,883,717 98,837
Net income - - - -
Purchase and retirement of common stock - - (996,092) (9,961)
Stock options exercised - - 83,263 833
-----------------------------------------------
Balance, December 31, 1994 - $ - 8,970,888 $ 89,709
===============================================

Additional Retained
Paid-in Earnings
Capital (Deficit) Total
-----------------------------------------------------

Balance, December 31, 1991 $28,393,444 $(315,823,065) $(287,823,630)
Net income - 289,214,986 289,214,986
Treasury stock (438,272) - 45,504
Reorganized Company common stock issued on conversion of
Predecessor Company common stock and junior common stock 883,107 - 800,000
Reorganized Company common stock issued on conversion of
debentures 38,295,115 - 38,409,551
Elimination of deficit under Fresh Start Reporting (26,608,079) 26,608,079 -
REORGANIZED COMPANY: ------------------------------------------------------
Balance, December 31, 1992 40,525,315 - 40,646,411
Net loss - (1,704,591) (1,704,591)
Fractional shares issued on conversion of Predecessor Company
common stock (22) - -
Purchase and retirement of common stock (8,271,014) - (8,293,505)
Stock options exercised 56,006 - 56,216
-----------------------------------------------------
Balance, December 31, 1993 32,310,285 (1,704,591) 30,704,531
Net income - 14,423,549 14,423,549
Purchase and retirement of common stock (6,261,103) - (6,271,064)
Stock options exercised 221,479 - 222,312
-----------------------------------------------------
Balance, December 31, 1994 $26,270,661 $ 12,718,958 $ 39,079,328
=====================================================

See accompanying notes to consolidated financial statements.

6
32
Price Communications Corporation
and Subsidiaries

Consolidated Statements of Cash Flows

Year ended December 31
-------------------------------
Reorganized Company
-------------------------------
1994 1993
-------------------------------

CASH FLOWS PROVIDED BY (USED IN) OPERATING
ACTIVITIES:
Net income (loss) $ 14,423,549 $ (1,704,591)
-------------------------------
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Items not affecting cash:
Amortization of debt discount and deferred debt expense 645,835 766,075
Depreciation and amortization 3,312,049 2,343,015
Share of loss of partially owned companies - 1,118,293
Loss on disposition of equipment 47,529 425
Deficiency of film broadcast rights amortization over
payments - -
Unrealized noncash loss (recovery) on marketable
securities - 145,884
Valuation adjustment, net of working capital valuation - -
Change in assets and liabilities, net of effects of
reorganization:
Decrease (increase) in net accounts receivable 307,979 (354,058)
Decrease (increase) in prepaid expenses and other assets 1,581,117 (297,915)
Decrease in film broadcast rights 536,910 209,948
Decrease in due from broker/dealer - -
Increase (decrease) in accounts payable and accrued
expenses 1,563,455 (1,859,013)
(Decrease) increase in accrued interest payable, net of
forgiveness (1,023,932) (343,602)
Increase (decrease) in other liabilities 1,013,375 (1,080,826)
Reclassification of transactions to investing and
financing activities: (17,219,231) -
Gain on sale of properties, net - 3,976,597
Loss on purchase of common stock - (2,010,332)
Gain on early extinguishment of debt - -
Gain on forgiveness of debt and partial sale of - (6,609)
subsidiary 737,500 (2,730,432)
Gain on sale of securities ----------------------------
Reserve (recovery) on notes receivable

Total adjustments (8,497,414) (122,550)
----------------------------
Net cash provided by (used in) operating activities 5,926,135 (1,827,141)
----------------------------
CASH FLOWS (USED IN) PROVIDED BY INVESTING ACTIVITIES:
Sale of businesses and equipment, net of cash retained 32,451,283 11,000,214
Investment in businesses, net of cash acquired (50,270,793) (454,337)
Purchases of securities under agreements to resell - (8,050,811)
Capital expenditures (751,965) (577,918)
Purchase of marketable securities - (36,704,873)
Proceeds from sale of marketable securities - 54,394,512
(Disbursements of) proceeds from notes receivable (390,000) 5,630,432
----------------------------
Net cash (used in) provided by investing activities (18,961,475) 25,237,219
============================

Year ended
December 31
---------------
Predecessor
Company
1992
---------------

CASH FLOWS PROVIDED BY (USED IN) OPERATING
ACTIVITIES:
Net income (loss) $ 289,214,986
---------------
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Items not affecting cash:
Amortization of debt discount and deferred debt expense 1,003,578
Depreciation and amortization 4,873,136
Share of loss of partially owned companies 2,933,763
Loss on disposition of equipment 364,024
Deficiency of film broadcast rights amortization over
payments (103,320)
Unrealized noncash loss (recovery) on marketable
securities (145,884)
Valuation adjustment, net of working capital valuation 6,732,774
Change in assets and liabilities, net of effects of
reorganization:
Decrease (increase) in net accounts receivable (959,580)
Decrease (increase) in prepaid expenses and other assets 395,910
Decrease in film broadcast rights 129,953
Decrease in due from broker/dealer 1,410,960
Increase (decrease) in accounts payable and accrued
expenses 1,028,242
(Decrease) increase in accrued interest payable, net of
forgiveness 15,243,681
Increase (decrease) in other liabilities (514,252)
Reclassification of transactions to investing and financing
activities:
Gain on sale of properties, net -
Loss on purchase of common stock -
Gain on early extinguishment of debt (312,678,036)
Gain on forgiveness of debt and partial sale of (6,940)
subsidiary (387,588)
Gain on sale of securities ------------
Reserve (recovery) on notes receivable

Total adjustments (280,679,579)
------------
Net cash provided by (used in) operating activities 8,535,407
------------
CASH FLOWS (USED IN) PROVIDED BY INVESTING ACTIVITIES:
Sale of businesses and equipment, net of cash retained 4,738,627
Investment in businesses, net of cash acquired -
Purchases of securities under agreements to resell -
Capital expenditures (704,681)
Purchase of marketable securities (10,476,315)
Proceeds from sale of marketable securities 1,034,640
(Disbursements of) proceeds from notes receivable 654,707
------------
Net cash (used in) provided by investing activities (4,753,022)
============

(continued)
7

33

Price Communications Corporation
and Subsidiaries

Consolidated Statements of Cash Flows (continued)

Year ended December 31
-------------------------------------------------------
Reorganized Company Predecessor
--------------------------------- Company
1994 1993 1992
--------------------------------- -------------

CASH FLOWS PROVIDED BY (USED IN) FINANCING
ACTIVITIES:
Repurchases and payments of long-term debt - (20,846,643) (5,300,960)
Net borrowings under (repayment of) repurchase
agreements - (4,930,083) 4,930,083
Payment of line of credit origination fee (475,000) - -
Borrowings under line of credit agreements 45,000,000 3,020,065 -
Repayments under line of credit agreements (25,700,000) - -
Purchase of common stock (6,271,064) (8,434,058) -
Proceeds from stock options exercised 222,312 56,216 -
--------------------------------- ------------
Net cash provided by (used in) financing activities 12,776,248 (31,134,503) (370,877)
--------------------------------- ------------
Net (decrease) increase in cash and cash equivalents (259,092) (7,724,425) 3,411,508
Cash and cash equivalents at beginning of year 1,395,102 9,119,527 5,708,019
--------------------------------- ------------
Cash and cash equivalents at end of year $ 1,136,010 $ 1,395,102 $ 9,119,527
================================= ============

See accompanying notes to consolidated financial statements.

8
34

Price Communications Corporation
and Subsidiaries

Notes to Consolidated Financial Statements

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Presentation - The consolidated financial statements include the
accounts of Price Communications Corporation (the "Company" or "Price")
and its subsidiaries. All significant intercompany items and transactions
have been eliminated.

b. Fresh Start Reporting - The Company reorganized and emerged from Chapter
11 bankruptcy proceedings on December 30, 1992 (the "Effective Date"-see
Note 4), and adopted Fresh Start Reporting in accordance with the
guidelines established by the American Institute of Certified Public
Accountants in Statement of Position 90-7, "Financial Reporting by
Entities in Reorganization Under the Bankruptcy Code." Under Fresh Start
Reporting, assets and liabilities are recorded at their estimated fair
market value and the historical deficit is eliminated. Accordingly, the
Company's financial statements were prepared as if it were a new reporting
entity (referred to as the "Reorganized Company") as of the Effective
Date. A vertical black line has been placed to separate the consolidated
statements of operations and cash flows of the Company prior to the
reorganization (referred to as the "Predecessor Company") from those of
the Reorganized Company, since they are not prepared on a comparable
basis.

The Company's operations for the two-day period of December 30 and
December 31, 1992 were insignificant. Accordingly, December 31, 1992
was used as the cut-off date for financial reporting purposes in lieu
of the Effective Date.

The revaluation of the Company's assets and liabilities as of December 31,
1992 was based on an independent appraisal, modified as appropriate, and
resulted in a reduction in net carrying values of assets and liabilities
of approximately $5,027,000.

c. Depreciation and Amortization - Depreciation is computed on the
straight-line method on the basis of estimated useful lives, as follows:

Buildings-15 to 25 years
Broadcasting equipment-10 to 12 years
Leasehold improvements-the life of the underlying lease
Furniture and fixtures-3 to 10 years
Transportation equipment-3 years

9
35

Price Communications Corporation
and Subsidiaries

Notes to Consolidated Financial Statements (continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

d. Intangible Assets:

i. Excess of purchase price over the fair value of net assets acquired
includes FCC licenses, station call letters, and goodwill. These
assets are integral determinants of a communications property's
economic value, and have long and productive lives. In connection with
Fresh Start Reporting, unamortized goodwill related to acquisitions
prior to December 31, 1992 was eliminated and corresponding FCC
licenses were restated at their approximate fair value as of December
31, 1992. The Predecessor Company amortized such intangible assets
over a 40-year period, the maximum life allowable under Accounting
Principles Board Opinion No. 17. The Reorganized Company continues to
amortize such assets over a 40-year life commencing from the
original date of acquisition.

ii. Deferred expenses associated with debt instruments were amortized
under the straight-line method over their respective lives. Debt
discounts were amortized under the effective interest method. As of
December 31, 1992, the unamortized carrying value of deferred debt
expense and unamortized debt discount associated with debt forgiven or
exchanged under the Company's Plan of Reorganization (the "Plan"-see
Note 4) was eliminated.

e. Reorganization Value in Excess of Amounts Allocable to Identifiable
Assets-The reorganization value in excess of amounts allocable to
identifiable assets, which resulted from the implementation of Fresh
Start Reporting was amortized using the straight-line method over 20
years. During the year ended December 31, 1994, the portion of this asset
remaining after adjustment for dispositions (approximately $670,000) was
written off.

f. Per Share Data-Primary income per common share is based on income for the
period divided by the weighted average number of shares of common stock
and common stock equivalents outstanding, which was approximately 9.9
million shares for 1994 and 11.9 million shares for 1993. Per share
amounts for the Predecessor Company are not presented because they are
neither comparable nor meaningful due to forgiveness of debt, partial sale
of subsidiary, issuance of new common stock and adoption of Fresh Start
Reporting.

10
36
Price Communications Corporation
and Subsidiaries

Notes to Consolidated Financial Statements (continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

g. Allowance for Doubtful Accounts-The Company provides an allowance for
doubtful accounts based on reviews of its customers' accounts. Included in
operating expense is bad debt expense of approximately $319,000, $264,000,
and $514,000 for the years ended December 31, 1994, 1993, and 1992,
respectively.

h. Barter Transactions-Revenue from barter transactions (advertising provided
in exchange for goods and services) is recognized as income when
advertisements are broadcast, and merchandise or services received are
charged to expense when received or used.

i. Advertising Revenues-Sales of advertisements are recognized as income when
advertisements are broadcasted or printed.

j. Film Broadcast Rights-The capitalized cost of film broadcast rights is
amortized on the basis of the estimated number of showings or, if
unlimited showings are permitted, over the term of the broadcast license
agreements. Unamortized film broadcast rights are classified as current
or noncurrent on the basis of their estimated future usage. Amortization
of film broadcast rights is included in operating expenses and amounted to
approximately $1,077,000, $800,000, and $940,000 for the years ended
December 31, 1994, 1993, and 1992, respectively.

k. Cash and Cash Equivalents-For purposes of the consolidated statements of
cash flows, the Company considers all highly liquid debt instruments,
including Treasury bills, purchased with maturities of three months or
less at the time of purchase to be cash equivalents.

l. Marketable Securities-Dividend and interest income are accrued as earned.
Net realized gains (losses) on the sale of marketable securities are based
upon weighted average cost (see Note 12).

11
37
Price Communications Corporation
and Subsidiaries

Notes to Consolidated Financial Statements (continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

m. Income Taxes-Effective December 31, 1992, the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes"
("Statement 109"), issued by the Financial Accounting Standards Board
(see Note 11). The cumulative effect of this change had no significant
impact on the Company's consolidated financial statements, including
income tax expense. Under the asset and liability method of Statement
109, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or
settled. Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.

Prior to December 31, 1992, the Company accounted for income taxes
pursuant to the deferred method under APB Opinion 11. Under the deferred
method, deferred income taxes were recognized for income and expense items
that were reported in different years for financial reporting purposes and
income tax purposes using the tax rate applicable for the year of
calculation.

2. ACQUISITION OF WHTM-TV

On September 16, 1994, the Company acquired all of the outstanding shares of
the corporation which owns all of the assets of WHTM- TV, the ABC affiliate
serving the Harrisburg-York-Lancaster-Lebanon, Pennsylvania television market
for approximately $47 million plus a working capital adjustment of
approximately $4 million. The acquisition has been accounted for under the
purchase method, and accordingly, the operating results of WHTM-TV have been
included in the consolidated operating results since the date of acquisition.
The purchase price is subject to adjustment in the Company's favor based upon
resolution of contemplated arbitration proceedings. Funds for the acquisition
were provided by cash on hand and a credit facility from the Bank of Montreal
("BMO") of $45 million (see Note 10), which was reduced to $22.5 million upon
the sale of the Company's radio properties in West Palm Beach during October of
1994 (see Note 3). The acquisition resulted in intangible assets, primarily
broadcast licenses of approximately $44.2 million and goodwill of approximately
$19.7 million, both of which are being amortized over a forty year period.
Condensed pro forma financial information regarding this acquisition and
dispositions during 1994 are included under Note 3.

12
38
Price Communications Corporation
and Subsidiaries

Notes to Consolidated Financial Statements (continued)

3. DISPOSITIONS

In February 1994, the Company sold its outdoor advertising business for a total
of $875,000 in cash and notes receivable. (see Note 5). This disposition
resulted in a pretax loss of $350,000.

In April 1994, the Company sold substantially all of the assets of its radio
properties, WWKB-AM and WKSE-FM in Buffalo, New York, for $5 million in cash.
The Company realized a pretax gain of approximately $3.2 million on this
transaction.

In May 1994, the Company sold all of the stock of Eimar Realty Corporation, its
then wholly owned subsidiary, owning a building in Nashville, Tennessee, to TLM
Corporation, a former subsidiary of the Company. The purchase price was
$815,000 including a note from the purchaser of $540,000 (see Note 5). The
Company's pretax gain on the transaction was de minimis.

In October 1994, the Company sold substantially all of the assets, together
with certain liabilities of radio stations WBZT-AM and WIRK-FM, West Palm
Beach, Florida, for approximately $23 million in cash. The Company realized a
pretax gain of approximately $13.5 million on this transaction. The net
proceeds were used to retire $22.5 million under the BMO credit facility (see
Note 10).

In October 1994, the Company sold its building in Red Bank, New Jersey for $1.7
million in cash. The Company realized a de minimis gain on the sale.

In November 1994, the Company sold substantially all of the assets of radio
stations WOWO- AM and WOWO-FM in Fort Wayne and Huntington, Indiana,
respectively, for $2.3 million in cash. The Company recognized a pretax gain
on the sale of approximately $.8 million.

The gains and losses on the dispositions outlined above have been included in
other (income) expense, net on the Company's statement of operations for the
year ended December 31, 1994.

13
39
Price Communications Corporation
and Subsidiaries

Notes to Consolidated Financial Statements (continued)

3. DISPOSITIONS (CONTINUED)

The following unaudited pro forma financial information has been prepared based
on the assumption that the aforementioned 1994 acquisition had occurred on
January 1, 1994 and 1993:

Year Ended December 31,
-----------------------------------------------------------
1994 1993
---------------------------------------- -------------

Reflects
Acquisition & Reflects REFLECTS
Dispositions* Acquisitions ACQUISITIONS
---------------------------------------- -------------
Net revenue $ 26,390,566 $ 33,623,990 $ 35,730,813
Income (loss) before
extraordinary item (1,743,754) 14,217,887 (3,400,873)
Net income (loss) (1,743,754) 14,217,887 (1,342,697)
Income (loss) before
extraordinary item per
share $ (.17) $ 1.42 $ (.29)
Net income (loss) per
share $ (.17) $ 1.42 $ (.11)
---------------------------------------- -------------

*Further reflects the sales during 1994 of radio stations and other properties
as if they had occurred on January 1, 1994.

The pro forma information reflects adjustments for changes in depreciation,
amortization, interest expense and income taxes resulting from the acquisition
and dispositions.

The proforma financial information is not necessarily indicative either of
results of operations that would have occurred had the acquisition and
dispositions been made at the beginning of the periods, or of future results of
operations of the Company.

14
40

Price Communications Corporation
and Subsidiaries

Notes to Consolidated Financial Statements (continued)

4. REORGANIZATION

On December 30, 1992, The Plan of Reorganization ("the Plan"), which had been
approved by the United States Bankruptcy Court for the Southern District of New
York became effective. Under the Plan, the following occurred:

a. Holders of approximately $31 million principal amount of the Company's
senior debt received new $31 million face amount seven-year 5% Senior
Secured Notes (the "Secured Notes"-see Notes 6 and 10).

b. Apollo Investment Fund, L.P. and James Finkelstein purchased 75% of
Alexandra Publishing Corporation, which owns The New York Law Publishing
Company, in exchange for the cancellation of approximately $19 million
principal amount of senior debt, the payment to the Company of $7.5
million in cash and the assumption of certain liabilities of the Company
of approximately $45 million. See note 14 for subsequent disposal of the
remaining 25% interest in the publishing subsidiaries.

c. The holders of the existing subordinated debt received 94.5% of the common
stock of Price.

d. Shareholders received shares which constituted 3.5% of the common stock of
the Reorganized Company, and Robert Price, President of the Company,
received 2% of such common stock in exchange for the junior common stock,
all of which was held by Mr. Price.

The gain on the partial sale of publishing companies and the gain from
cancellation of indebtedness resulted in extraordinary income of approximately
$312.7 million which is net of a tax provision of $900,000 relating to the sale
of the publishing companies. The gain resulting from the forgiveness of debt
is not taxable for Federal income tax purposes.

In a related transaction, on August 5, 1992, the Company exchanged its interest
in TLM Corporation (until then a 90.7% owned subsidiary) for 90.7% of the
assets of TLM Corporation. These assets consisted of cash and common stock and
certain public debt securities of the Company. The Company's loss from the
transaction was de minimis.

15
41

Price Communications Corporation
and Subsidiaries

Notes to Consolidated Financial Statements (continued)

5. NOTES RECEIVABLE

Investments in notes receivable include the following:

a. In connection with the sale in 1987 of seven radio stations to Fairmont
Communications Corporation ("Fairmont") for an aggregate sale price of
$120 million, the Company loaned $50 million to Fairmont (the "Fairmont
Notes") and acquired a 27% equity interest in Fairmont. The Fairmont
Notes were issued in three series of 12 1/2% increasing rate subordinated
notes due in 1992, extendible at Fairmont's option to 1994. Interest on
the notes was payable quarterly in cash or additional notes at Fairmont's
election.

During 1992, Fairmont filed for voluntary relief under Chapter 11 of the
U.S. Bankruptcy Code. At that time the Company ceased to record
additional notes related to interest paid in kind since it was not
entitled to interest after that date under the Bankruptcy Code.

The $94.8 million principal amount of Fairmont Notes owned by the Company
(which includes accrued interest paid in additional Fairmont Notes) and
the Company's equity investment in Fairmont had no book value as of
December 31, 1994 and 1993.

During September 1993, the United States Bankruptcy Court for the Southern
District of New York confirmed the Chapter 11 Plan of Reorganization (the
"Fairmont Plan") for Fairmont and its subsidiaries. Essentially, the
Fairmont Plan provides for the orderly liquidation of the assets of
Fairmont and its subsidiaries, and the distribution of the proceeds
derived therefrom according to the relative priorities of the parties
asserting interests therein. The Company believes that the level of asset
sales will be sufficiently high to provide for some recovery upon the
Fairmont Notes, although the exact amount of any such recovery is
uncertain at this time.

b. During February 1994, in connection with the sale of its outdoor
advertising business, the Company received a note from the buyer, Midwest
Media, Inc., for a total of $675,000 (see Note 3). The note bears
interest at the rate of 8% and is payable quarterly. Principal is payable
in quarterly installments of varying amounts beginning in November 1994
through November 1997 with the balance of the principal of $465,000 due in
February 1998. During 1994, the Company set up a partial reserve of
$337,500 against this note.

16
42

Price Communications Corporation
and Subsidiaries

Notes to Consolidated Financial Statements (continued)

5. NOTES RECEIVABLE (CONTINUED)

c. During May 1994, in connection with the sale of Eimar Realty Corporation,
the Company received a note from the buyer, TLM Corporation (a former
subsidiary of the Company-see Note 3), in the amount of $540,000. The
note bears interest at the rate of 5% per annum, payable quarterly,
with principal payable on May 20, 1998.

6. INVESTMENT IN PARTIALLY OWNED COMPANIES

a. Alexandra Publishing Corporation ("Alexandra")

On December 30, 1992, the Company, in connection with its Plan of
Reorganization, sold 75% of Alexandra (see Note 4). The Company
retained a 25% interest in Alexandra which owns 100% of The New York Law
Publishing Company. In November 1993, in connection with the
repurchase of common stock (see Note 14), the Company transferred its
remaining 25% interest in Alexandra, which had a carrying value of
approximately $3.8 million.

For the year ended December 31, 1992, these subsidiaries were consolidated
in the statements of operations and cash flows of the Predecessor
Company. Based upon audited financial information, Alexandra had net
revenue, operating expenses, and depreciation and amortization of
approximately $32.6 million, $23.9 million (including intercompany
expenses of $1.3 million), and $1.6 million, respectively, for the year
ended December 31, 1992. For the year ended December 31, 1993, the 25%
interest in such subsidiaries was accounted for by the equity method
and the Reorganized Company recognized a charge to operations of
approximately $230,000 for its period of ownership.

b. PriCellular Corporation ("PriCellular")

During 1992 and 1993, the Company accounted for its investment in
PriCellular under the equity method of accounting as it believed its
control in PriCellular to be temporary. The Company recognized 75% of
PriCellular's losses as a charge to operations to the extent of its
investment in PriCellular representing $2.9 million for the year ended
December 31, 1992. Prior to Fresh Start Reporting, the Predecessor
Company's investment in PriCellular had been reduced to zero book
value. In accordance with the court approved Plan, the Company
transferred 1% of PriCellular's common stock to Robert Price, reducing the
Company's interest to 74%. In connection with fresh start reporting, this
investment was reflected at an approximate fair market value of $11.5
million at December 31, 1992.

17
43

Price Communications Corporation
and Subsidiaries

Notes to Consolidated Financial Statements (continued)

6. INVESTMENT IN PARTIALLY OWNED COMPANIES (CONTINUED)

On October 1, 1993, the Company sold its remaining 74% interest in PriCellular
to a subsidiary of PriCellular for $11 million in cash. The proceeds from the
sale were used to repurchase a portion of the Secured Notes, in accordance with
the terms of the indenture of such notes (see Note 10). During 1993, the
Company recognized a charge of approximately $890,000 related to its share of
PriCellular's losses through October 1, 1993, and realized no gain or loss from
the sale of its interest in PriCellular.

7. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

December 31
1994 1993
---------------------------------

Land $ 685,000 $ 2,328,000

Buildings 2,403,409 3,468,209

Broadcasting equipment 9,487,151 7,720,940

Outdoor fixtures - 801,320

Leasehold improvements 115,000 229,783

Furniture and fixtures 510,252 619,870

Transportation equipment 500,222 432,814
----------------------------------
13,701,034 15,600,936
Less, accumulated
depreciation (2,201,098) (1,872,765)
----------------------------------
Net property and equipment $ 11,499,936 $ 13,728,171
==================================

18
44

Price Communications Corporation
and Subsidiaries

Notes to Consolidated Financial Statements (continued)

8. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

December 31

1994 1993
---------------------------------

Accounts payable-suppliers $ 1,594,571 $ 906,770
Accrued professional fees 869,669 299,113
Other 1,138,494 1,043,521
--------------------------------
$ 3,602,734 $ 2,249,404
================================

9. OTHER LIABILITIES

Other liabilities consist of:

December 31

1994 1993
----------------------------------

Liability for film broadcast rights $ 4,572,569 $ 507,603
Income and franchise taxes payable 2,001,801 522,512
Other 640,541 80,217
----------------------------------
7,214,911 1,110,332
Less, amounts due currently 4,264,326 1,035,585
----------------------------------
$ 2,950,585 $ 74,747
==================================

19

45

Price Communications Corporation
and Subsidiaries

Notes to Consolidated Financial Statements (continued)

10. LONG-TERM DEBT

Long-term debt consists of the following notes payable by wholly-owned
subsidiaries of the Company at December 31, 1994 and 1993 as follows:

DECEMBER 31

1994 1993
-------------------------------------

Atlantic Broadcasting Corporation, Federal
Broadcasting Corporation, Southeast Texas
Broadcasting Corporation and Tri-State
Broadcasting Corporation:
Note payable to BMO under term loan $ 22,500,000 $ -
agreement(A)

Atlantic Broadcasting Corporation, Southeast
Texas Broadcasting Corporation, Texoma
Broadcasting Corporation and Tri-State
Broadcasting Corporation:
Note payable to BMO under term loan
agreement(B) - 3,200,000

Other long-term debt 19,849 -
-------------------------------------
Total debt 22,519,849 3,200,000
Less amount due currently 1,209,493 -
-------------------------------------
$ 21,310,356 $ 3,200,000
=====================================

(A) On September 16, 1994, certain subsidiaries of the Company entered into an
Amended and Restated Line of Credit Agreement with BMO (the "Amended Line of
Credit"). The Amended Line of Credit was for $45 million, permanently
reduced by $22.5 million upon the sale of the Company's radio stations in
West Palm Beach (see Note 3) and reduced further quarterly, in varying
amounts through the year 2001 as follows:

1995 $ 1.2 million
1996 2.4 million
1997 2.9 million
1998 3.4 million
1999 4.1 million
2000 4.8 million
2001 3.7 million

20
46

Price Communication Corporation
and Subsidiaries

Notes to Consolidated Financial Statements (continued)

10. LONG-TERM DEBT (CONTINUED)

Borrowings under the Amended Line of Credit bear interest at the BMO Base
Rate, as defined, plus up to a maximum of .75%, and are secured by the
assets of the subsidiaries, which have a book value of approximately $81.3
million as of December 31, 1994. There is also a fee of .5% on the unused
portion, if any, of the Amended Line of Credit. On December 31, 1994 the
effective interest rate was 9.25%. The terms of the Amended Line of Credit
require the Company to maintain certain financial ratios, restrict the
declaration of dividends and require the Company to apply the proceeds
from future asset sales to the outstanding balance due.

(B) In December 1993, certain subsidiaries of the Company entered into a $10
million Line of Credit Agreement (the "Line of Credit") with BMO.
Borrowings under the Line of Credit bore interest at the BMO Base Rate, as
defined (or at other rates at the borrowers' option), and were secured by
the assets of the subsidiaries. Borrowings of $5.6 million under the Line
of Credit were used to retire the remaining Secured Notes issued in
connection with the Plan of Reorganization. Also in December 1993, the
Company used proceeds of $2.4 million from the sale of its position in
Northstar Television Group, Inc. ("NTG") to repay borrowings under the
Line of Credit (see Note 12).

(C) In connection with the Plan, the Company issued $30,805,000 face amount of
5% Senior Secured Notes. The Company recorded these notes net of a
discount of $8,705,000 under Fresh Start Reporting (see Note 1). During
October and December 1993, the Company repurchased all of the notes for
approximately $20.8 million, plus accrued interest, and realized a gain of
approximately $2.0 million, net of taxes of zero.

21
47

Price Communications Corporation
and Subsidiaries

Notes to Consolidated Financial Statements (continued)

11. INCOME TAXES

As discussed in Note 1, the Company adopted Statement 109 as of December 31,
1992. The cumulative effect of this change had no significant impact on the
Company's consolidated financial statements, including tax expense, for the
year then ended.

Provision (benefit) for income taxes is approximately:

YEAR ENDED DECEMBER 31
1994 1993 1992
----------------------------------------------------

Current:

Federal
$ 300,000 $ - $ -
State and local
1,489,000 124,000 499,000
----------------------------------------------------
1,789,000 124,000 499,000
----------------------------------------------------
Deferred:
Federal (97,000) - -
State and local (39,000) - -
----------------------------------------------------
(136,000) - -
Tax provision $ 1,653,000 $ 124,000 $ 499,000
====================================================

In addition, a provision of $900,000, primarily for Federal alternative minimum
tax, has been included in extraordinary items for the year ended December 31,
1992 (see Note 4).

For the years ended December 31, 1992 and 1993, the Company was unable to
utilize the tax benefit of capital and net operating losses, and accordingly,
no amounts were provided therefor. For the year ended December 31, 1994, the
provision for income taxes differs from the amount computed by applying the
federal income tax rate (35%) because of the effect of the following items:

Tax at federal income tax rate $ 5,627,000
State taxes, net of federal income tax
benefit 942,000
Benefits of utilization of operating
loss carryforwards (5,120,000)
Amortization of goodwill and other
intangibles 309,000
Other (105,000)
-------------
$ 1,653,000
=============

22
48

Price Communication Corporation
and Subsidiaries

Notes to Consolidated Financial Statements (continued)

11. INCOME TAXES (CONTINUED)

The Company had, as of December 31, 1994 and 1993, deferred tax assets which
were subject to a valuation allowance of approximately $39,529,000 and
$46,031,000, respectively, and deferred tax liabilities of approximately
$21,154,000 and $3,943,000, respectively. The allowance has been recognized to
offset the related deferred tax asset due to the uncertainty of the realization
of benefit of such amount. These deferred tax assets and liabilities consist
of the following:

DECEMBER 31

DEFERRED TAX ASSETS 1994 1993
-----------------------------------

Accounts receivable, principally due to
allowance for doubtful accounts $ 134,000 $ 166,000
Notes from and investment in partially
owned companies 15,251,000 15,251,000
Minimum tax credit carryforward 642,000 642,000
Capital loss carryforwards 14,350,000 19,905,000
Net operating loss carryforwards 11,520,000 13,910,000
Investment tax credit carryforwards 100,000 100,000
Note receivable, principally due to reserves 251,000 -
----------------------------------
$ 42,248,000 $ 49,974,000
==================================

DECEMBER 31

DEFERRED TAX LIABILITIES 1994 1993
-----------------------------------

Property and equipment, principally due
to differences in depreciation and the
effect of Fresh Start Reporting $ 2,719,000 $ 3,662,000
Intangible asset FCC license 18,435,000 281,000
-----------------------------------
$ 21,154,000 $ 3,943,000
===================================

Net operating loss carryforwards aggregating approximately $32.9 million are
available for federal income tax purposes at December 31, 1994. These
carryforwards expire in the years 2002 through 2006. The Company also has
available investment tax credit carryforwards of approximately $100,000
expiring in the year 2000 and capital loss carryforwards of approximately $41
million expiring in the year 1998. A portion of these carryforwards arose
prior to the reorganization and are subject to the limitations of Internal
Revenue Code Sections 382 and 383.

23
49

Price Communications Corporation
and Subsidiaries

Notes to Consolidated Financial Statements (continued)

12. OTHER (INCOME) EXPENSE-NET

Other (income) expense-net consists of:

YEAR ENDED DECEMBER 31

1994 1993 1992
---------------------------------------------------

Gains on sales of

properties,net
(Note 3) $ (17,219,231) $ - $ -
Interest income (201,896) (715,918) (543,252)
Loss on disposition
of equipment 47,529 425 364,024
Reserve (recovery)
for losses on notes
receivable 737,500 (2,730,432) (387,588)
Loss on purchase of
common stock (Note
14) - 3,976,597 -
Other, net 391,530 8,617 531,324
---------------------------------------------------
$ (16,244,568) $ 539,289 $ (35,492)
===================================================

As of December 31, 1992, in conjunction with the adoption of Fresh Start
Reporting, the investment in common and preferred stock of NTG was removed from
the Company's consolidated balance sheet since its estimated realizable value
was zero (see Note 1). In December 1993, the Company sold its investment in
NTG for approximately $2.4 million in cash and recognized a gain of
approximately $2.4 million on the sale.

24
50

Price Communications Corporation
and Subsidiaries

Notes to Consolidated Financial Statements (continued)

13. SEGMENT DATA

The Reorganized Company's business operations are classified into two segments:
Television and Radio Broadcasting and Other. The Company sold its radio
stations during 1994 and has no current contracts to acquire any other radio
stations (see Note 3). The Predecessor Company's business operations included
Publishing with Other. The Company's Publishing operations were transferred to
third parties in 1992 (see Note 4) and therefore, are no longer consolidated in
the Reorganized Company's operations. There are no transfers between segments
of the Company. The segment data follows:

YEAR ENDED DECEMBER 31, 1994
--------------------------------------------------------------------
BROADCASTING
--------------------------------
TELEVISION RADIO OTHER CONSOLIDATED
--------------------------------------------------------------------

Net revenue $ 16,756,288 $ 7,233,424 $ 49,420 $ 24,039,132
Operating expenses 9,651,752 5,250,629 59,018 14,961,399
Depreciation and
amortization 2,464,785 577,430 269,834 3,312,049
--------------------------------------------------------------------
Operating income
(loss)* $ 4,639,751 $ 1,405,365 $ (279,432) $ 5,765,684
====================================================================

25
51

Price Communications Corporation
and Subsidiaries

Notes to Consolidated Financial Statements (continued)

13. SEGMENT DATA (CONTINUED)

YEAR ENDED DECEMBER 31, 1993
-----------------------------------------------------------------------
BROADCASTING
-------------------------------
TELEVISION RADIO OTHER CONSOLIDATED
-----------------------------------------------------------------------

Net Revenue $ 11,744,547 $ 10,271,892 $ 773,753 $ 22,790,192
Operating Expenses 7,484,486 8,226,346 623,929 16,334,761
Depreciation and
amortization 1,153,860 834,346 354,809 2,343,015
-----------------------------------------------------------------------
Operating income
(loss)* $ 3,106,201 $ 1,211,200 $ (204,985) $ 4,112,416
=======================================================================

YEAR ENDED DECEMBER 31, 1992
-----------------------------------------------------------------------
BROADCASTING
-------------------------------
PUBLISHING AND
TELEVISION RADIO OTHER CONSOLIDATED
-----------------------------------------------------------------------

Net revenue $ 11,239,395 $ 9,309,229 $ 33,408,010 $ 53,956,634
Operating expenses 7,570,105 7,544,032 24,453,255 39,567,392
Depreciation and
amortization 1,683,309 1,074,407 2,115,420 4,873,136
-----------------------------------------------------------------------
Operating income* $ 1,985,981 $ 690,790 $ 6,839,335 $ 9,516,106
=======================================================================

*Operating income (loss) is before corporate expenses, other (expense)
income-net, interest expense, amortization of debt discount and deferred debt
expense, unrealized non-cash loss (recovery) on marketable securities, share of
loss of partially owned companies, reorganization items, income taxes and
extraordinary items.

26
52

Price Communications Corporation
and Subsidiaries

Notes to Consolidated Financial Statements (continued)

13. SEGMENT DATA (CONTINUED)

IDENTIFIABLE CAPITAL
ASSETS EXPENDITURES
------------------------------------

1994:
Television broadcasting $ 88,645,508 $ 694,159
Radio broadcasting 293,711 50,708
Other 867,500 -
Corporate 1,045,411 7,098
------------------------------------
Consolidated $ 90,852,130 $ 751,965
====================================

IDENTIFIABLE CAPITAL
ASSETS EXPENDITURES
------------------------------------

1993:
Television broadcasting $ 16,208,021 $ 397,604
Radio broadcasting 13,988,511 200,600
Other 3,673,912 50,069
Corporate 3,401,056 3,885
------------------------------------
Consolidated $ 37,271,500 $ 652,158
====================================

IDENTIFIABLE CAPITAL
ASSETS EXPENDITURES
------------------------------------

1992:
Television broadcasting $ 17,067,971 $ 354,779
Radio broadcasting 17,584,247 253,442
Publishing and other 19,322,971 273,955
Corporate 20,351,715 19,959
------------------------------------
Consolidated $ 74,326,904 $ 902,135
====================================

27
53

Price Communications Corporation
and Subsidiaries

Notes to Consolidated Financial Statements (continued)

14. SHAREHOLDERS' EQUITY (DEFICIT)

a. Refer to notes 1 and 4 for a description of changes to shareholders'
equity (deficit) pursuant to the Plan of Reorganization.

b. On November 24, 1993, the Company purchased from investment advisory
clients of W.R. Huff Asset Management Co., L.P. ("Huff") a block of
2,249,086 shares of its common stock. The purchase price consisted of
$3.75 per share in cash, plus the stock of its indirect wholly-owned
subsidiary, Price Publishing Corporation, which held the remaining 25%
interest in the New York Law Publishing Company (see Note 4). The stock of
Price Publishing Corporation had a book value of approximately $3,836,000
at such date which in the opinion of management approximated its fair value
(see Note 6). In connection with this transaction, the Company recorded a
loss of approximately $3,977,000 reflecting the difference between the
value of the cash and stock of Price Publishing Corporation transferred to
Huff and the then current trading market price of the common stock. The
loss has been included in other expense (income) for 1993 in the
accompanying statement of operations (see Note 12), and the common stock
purchased from Huff has been treated as constructively retired in the
accompanying balance sheet at December 31, 1993.

c. In connection with the Plan, warrants on the Company's common stock,
originally issued on April 12, 1990, were amended. The warrants will be
exercisable for approximately 124,000 shares of the Reorganized Company's
common stock at an exercise price of $4.23 per share during the five-year
period commencing October 1, 1993.

d. In October 1994, the Company's Board of Directors enacted a Stockholders
Rights Plan designed to protect the interests of the Company's shareholders
in the event of a potential takeover for a price which does not reflect the
Company's full value or which is conducted in a manner or on terms not
approved by the Board as being in the best interests of the Company and its
shareholders. The Board has declared a dividend distribution of One Common
Stock Purchase Right on each outstanding share of Common Stock of the
Company. The Rights provide, in substance, that should any person or group
acquire 20% or more of the Company's Common Stock, each Right, other than
Rights held by the acquiring person or group, would entitle its holder to
purchase a specified number of Price Communications Corporation common
shares for 50% of their then-current market value. In addition, the Rights
may be exercised, at the holders option, at a purchase price of $22.50 per
share at any time prior to the termination of the Plan. Unless a 20%
acquisition has occurred, the Rights may be redeemed by the Company at any
time prior to the termination date of the Plan.

e. On February 10, 1994, the Company's Board of Directors authorized the
repurchase by the Company of up to 2,000,000 shares of its Common Stock.
The Company is authorized to make such purchases from time to time in the
market or in privately negotiated transactions

28

54

Price Communications Corporation
and Subsidiaries

Notes to Consolidated Financial Statements (continued)

14. SHAREHOLDERS' EQUITY (DEFICIT) - CONTINUED

when it is legally permissible to do so or believed to be in the best
interests of its shareholders. During the year ended December 31, 1994,
the Company repurchased approximately 996,000 shares pursuant to that
authorization. Repurchased common stock of the Company has been treated as
constructively retired in the accompanying balance sheet
as of December 31, 1994.

15. STOCK OPTION PLAN

A long-term incentive plan, (the "1992 Long Term Incentive Plan") was
established under the Plan, which provides for granting incentive stock
options, as defined under current tax law, and other stock-based incentives to
key employees and officers. The maximum number of shares of the Company that
are subject to awards granted under the 1992 Long Term Incentive Plan is
1,000,000. The exercise of such options, other than those granted on December
10, 1992, will be exercisable at a price not less than the fair market value on
the date of the grant, for a period up to ten years.

New incentive stock options were granted on December 10, 1992 under the 1992
Long Term Incentive Plan to key employees and officers. The number of options
issued represents essentially a 1 for 2 reverse split for all previously
awarded stock options granted, which were canceled pursuant to the Plan, except
for options previously awarded to Robert Price which were surrendered by Mr.
Price. Options granted on December 10, 1992 represent 170,911 shares and the
exercise price was set at $2.67 per share.

The following table sets forth information with respect to the Company's stock
options for the years ended December 31, 1994 and 1993:

NUMBER OF SHARES UNDER
OPTION

OPTION
1994 1993 PRICE RANGE
-------------------------------------------

Exercised 83,263 21,055 $ 2.67
Cancelled 30,374 - 2.67-3.75
Granted 562,000 - 3.75
Outstanding 588,993 140,630 2.67-3.75
Reserved for
Issuance 306,689 838,315

29
55

Price Communications Corporation
and Subsidiaries

Notes to Consolidated Financial Statements (continued)

16. COMMITMENTS AND CONTINGENCIES

The Company is involved in various claims and litigation arising in the
ordinary course of business. In the opinion of legal counsel and management,
the ultimate disposition of these matters will not have a material adverse
effect on the Company's financial condition.

The Company has an employment agreement with Robert Price covering base salary
and incentive compensation. The agreement is for a term of three years
commencing October 1994 at a base salary of $300,000 and is extendable for
periods of three years at the Company's option. Cash performance bonuses and
stock options awards are determined solely at the discretion of the Board of
Directors or the Stock Option Committee, respectively.

The Company and its subsidiaries lease a variety of assets used in their
operations, including office space and antenna sites. Renewal options are
available in the majority of leases. The following is a schedule of the
Company's minimum rental commitment for operating leases of real and personal
property for each of the five years subsequent to 1994 and in the aggregate:

OPERATING
LEASES
-----------

Year:
1995 $ 218,880
1996 214,776
1997 217,356
1998 216,415
1999 216,415
Thereafter -
-----------
Total minimum lease
payments $ 1,083,842
===========

Rental expense for operating leases was approximately $312,000, $312,000, and
$1,468,000 for the years ended December 31, 1994, 1993, and 1992, respectively.

At December 31, 1994, the Company is committed to the purchase of film
broadcast rights of various syndicated programming aggregating approximately
$1,602,000, $1,141,000, $378,000, and $111,000 for the years 1995, 1996, 1997,
and 1998, respectively.

30
56

Price Communications Corporation
and Subsidiaries

Notes to Consolidated Financial Statements (continued)

17. SUPPLEMENTAL CASH FLOW INFORMATION

The following is supplemental disclosure cash flow information for the years
ended December 31, 1994, 1993, and 1992:

1994 1993 1992
-----------------------------------------------------------

Cash paid for:
Income taxes
paid, net of
refunds $ 240,102 $ 158,878 $ 255,225
Interest paid 813,493 1,828,991 3,170,272
Chapter 11 items:
Interest received - - 357,000
Professional and
administrative
expenses paid - 26,085 505,144

Noncash investing
activities:
Fairmont (Note 5):
Notes received - - 8,983,281
Deferred income - - (8,983,281)
NTG (Note 12):
Dividends
accumulated - - 11,030,660
Deferred income - - (11,030,660)

Noncash operating
activities:
Barter Revenue 1,117,218 1,475,733 1,569,802
Barter Expense 962,356 1,421,342 1,646,539

31

57
PART III

The information called for by Items 10, 11, 12 and 13 is incorporated
herein by reference from the following portions of the definitive proxy
statement to be filed by the Company in connection with its 1995 Meeting of
Shareholders.

Item Incorporated from
---- -----------------

ITEM 10. Directors and Executive "Directors and Executive
Officers of the Company Officers"

ITEM 11. Executive Compensation "Executive Compensation"
and "Certain Relationships
and Related Transactions"

ITEM 12. Security Ownership of "Principal Shareholders"
Certain Beneficial and "Security Ownership of
Owners and Management Management"

ITEM 13. Certain Relationships "Executive Compensation"
and Related Transactions and "Certain Relationships
and Related Transactions"

III-1
58
PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K

(a) (1) and (2) List of financial statements and financial statement schedules:

Independent Auditors' Reports
Consolidated Balance Sheets at December 31, 1994 and 1993
Consolidated Statements of Operations for Years ended December 31,
1994, 1993 and 1992
Consolidated Statements of Shareholders' Equity (Deficit) for Years
ended December 31, 1994, 1993 and 1992
Consolidated Statements of Cash Flows for the Years ended December 31,
1994, 1993 and 1992
Notes to Consolidated Financial Statements

III. Condensed Financial Information of Registrant
VIII. Valuation and Qualifying Accounts

(Schedules other than those listed are omitted for the reason that
they are not required or are not applicable or the required
information is shown in the financial statements or notes thereto.)

(3) Exhibits

See Exhibit Index at page E-1, which is incorporated herein
by reference.

(b) Reports on Form 8-K.

During the quarter ended December 31, 1994, Registrant filed the
following Current Reports on Form 8-K:

On October 6, 1994, the Company filed a Form 8-K to report
an event of September 16, 1994. The report included an
Item 2 discussion of the purchase of WHTM-TV, Harrisburg,
Pennsylvania.

On October 14, 1994, Registrant filed a report on Form 8-K
wherein a change of the Company's Certifying Accountants on
October 6, 1994, was reported at Item 4.

On October 24, 1994, Registrant filed an amended Form 8-K
to its Current Report on Form 8-K filed on October 14,
1994, regarding a change in the Registrant's Certifying
Accountants at Item 4.

IV-1
59

On December 5, 1994, Registrant filed a report on Form 8-K
wherein adoption of the Registrant's Shareholder Rights
Plan was reported in Item 5.

IV-2
60

PRICE COMMUNICATIONS CORPORATION AND SUBSIDIARIES

SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

Balance Sheets
December 31, 1994 and 1993

1994 1993
---- ----

ASSETS:

Cash and cash equivalents $777,284 $912,044
Prepaid expenses and other current assets 171,387 2,023,123
----------- -----------
Total current assets 948,671 2,935,167

Investments in and receivables from subsidiaries* 40,683,842 28,709,979
Property and equipment, net 96,740 166,693
Other - 299,196
----------- -----------
$41,729,253 $32,111,035
=========== ===========

LIABILITIES AND SHAREHOLDERS' EQUITY:

Accounts payable and accrued expenses $1,989,516 $885,599
Other current liabilities 660,409 520,905
----------- -----------
Total current liabilities 2,649,925 1,406,504

Shareholders' equity 39,079,328 30,704,531
----------- -----------
$41,729,253 $32,111,035
=========== ===========

- ---------------
* Eliminated in consolidation
61

PRICE COMMUNICATIONS CORPORATION AND SUBSIDIARIES

SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

Statements of Operations

Year Ended December 31
-------------------------------------------------------------
Predecessor
Reorganized Company Company
------------------------------------ ------------
1994 1993 1992
---- ---- ----

Corporate expenses $4,474,787 $3,648,524 $4,973,287
Other expense, net 615,608 3,473,391 173,898
Interest expense 9,731 1,465,315 14,531,762
Amortization of debt discount and deferred debt expense - 756,975 877,139
Depreciation and amortization 77,051 75,192 47,480
Unrealized noncash loss (recovery) on marketable securities - 145,884 (145,884)
Earnings of unconsolidated subsidiaries (19,978,726) (5,850,243) (3,273,853)
----------- ----------- ------------
Income (loss) before reorganization items, income taxes
and extraordinary item 14,801,549 (3,715,038) (17,183,829)
Reorganization items - - (5,802,959)
----------- ----------- ------------
Income (loss) before income taxes
and extraordinary item 14,801,549 (3,715,038) (22,986,788)
Income tax (expense) benefit (378,000) 115 (122,887)
----------- ----------- ------------
Income (loss) before extraordinary item 14,423,549 (3,714,923) (23,109,675)

Extraordinary item, net of income tax expense of - 2,010,332 312,324,661
$0 in 1993 and $900,000 in 1992
----------- ----------- ------------
Net income (loss) $14,423,549 ($1,704,591) $289,214,986
=========== =========== ============

62

PRICE COMMUNICATIONS CORPORATION AND SUBSIDIARIES

SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

Statements of Cash Flows

Year Ended December 31
-----------------------------------

Reorganized Company
-----------------------------------
1994 1993
---- ----

Cash flows used in operating activities:
Net income (loss) $14,423,549 ($1,704,591)
----------- ------------
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Items not affecting cash:
Amortization of debt discount and deferred debt expense - 756,975
Depreciation and amortization 77,051 75,192
Unrealized noncash loss (recovery) on marketable securities - 145,884

Reserve on note receivable 400,000 -
Earnings of unconsolidated subsidiaries (19,978,726) (5,850,243)
Valuation adjustment, net of working capital valuation - -
Change in assets and liabilities, net of effects of reorganization:
Decrease (increase) in prepaid expenses and other assets 2,150,932 (458,316)
Decrease in due from broker/dealer - -
Increase (decrease) in accounts payable and accrued expenses 1,103,917 (1,646,172)
Increase (decrease) in other liabilities, net of forgiveness 139,504 (729,095)
(Decrease) increase in accrued interest, net of forgiveness - (350,835)
Reclassification of transactions to investing and financing activities: -
Loss on purchase of common stock - 3,976,597
Gain on early extinguishments of debt - (2,010,332)
Gain on forgiveness of debt and partial sale of subsidiary - -
Gain on sale of securities, net - (6,609)
Recovery on note receivable - -
----------- -----------
Total adjustments (16,107,322) (6,096,954)
----------- -----------
Net cash used in operating activities (1,683,773) (7,801,545)
----------- -----------
Cash flows provided by investing activities:
Cash received from subsidiaries* 8,004,863 24,828,406
Purchases of marketable securities and mutual funds - (36,704,873)
Purchases of securities under agreements to resell - (8,050,811)
Proceeds from sales of marketable securities and mutual funds - 54,394,512
Capital expenditures (7,098) (3,885)
Investment in partially owned company - (66,805)
(Disbursement of ) proceeds from notes receivable (400,000) -
----------- -----------
Net cash provided by investing activities 7,597,765 34,396,544
----------- -----------

Cash flows (used in) provided by financing activities:
Repurchases of long-term debt - (20,846,643)
Purchases of common stock (6,271,064) (8,434,058)
Proceeds from stock options exercised 222,312 56,216
Net (repayments of) borrowings under repurchase agreements - (4,930,083)
----------- -----------
Net cash (used in) provided by financing activities (6,048,752) (34,154,568)
----------- -----------
Net (decrease) increase in cash and cash equivalents (134,760) (7,559,569)

Cash and cash equivalents at beginning of year 912,044 8,471,613
----------- -----------
Cash and cash equivalents at end of year $777,284 $912,044
=========== ===========

Supplemental disclosure of cash flow information:
Cash paid during the year for:
Income taxes, net of refunds $240,102 $158,251
=========== ===========
Interest $813,493 $1,816,150
=========== ===========
Chapter 11 items:
Interest received - -
=========== ===========
Professional and administrative expenses paid - $26,085
=========== ===========

Year Ended
December 31
------------
Predecessor
Company
------------
1992
----

Cash flows used in operating activities:
Net income (loss) $289,214,986
------------
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Items not affecting cash:
Amortization of debt discount and deferred debt expense 877,139
Depreciation and amortization 47,480
Unrealized noncash loss (recovery) on marketable securities (145,884)

Reserve on note receivable -
Earnings of unconsolidated subsidiaries (3,273,853)
Valuation adjustment, net of working capital valuation 5,515,443
Change in assets and liabilities, net of effects of reorganization:
Decrease (increase) in prepaid expenses and other assets (100,557)
Decrease in due from broker/dealer 237,498
Increase (decrease) in accounts payable and accrued expenses 1,774,500
Increase (decrease) in other liabilities, net of forgiveness (347,038)
(Decrease) increase in accrued interest, net of forgiveness 14,477,864
Reclassification of transactions to investing and financing activities:
Loss on purchase of common stock -
Gain on early extinguishments of debt -
Gain on forgiveness of debt and partial sale of subsidiary (312,324,661)
Gain on sale of securities, net -
Recovery on note receivable (50,000)
------------
Total adjustments (293,312,069)
------------
Net cash used in operating activities (4,097,083)
------------
Cash flows provided by investing activities:
Cash received from subsidiaries* 12,671,261
Purchases of marketable securities and mutual funds (9,632,215)
Purchases of securities under agreements to resell -
Proceeds from sales of marketable securities and mutual funds -
Capital expenditures (19,959)
Investment in partially owned company -
(Disbursement of ) proceeds from notes receivable 50,000
----------
Net cash provided by investing activities 3,069,087
----------

Cash flows (used in) provided by financing activities:
Repurchases of long-term debt -
Purchases of common stock -
Proceeds from stock options exercised -
Net (repayments of) borrowings under repurchase agreements 4,930,083
----------
Net cash (used in) provided by financing activities 4,930,083
----------
Net (decrease) increase in cash and cash equivalents 3,902,087

Cash and cash equivalents at beginning of year 4,569,526
----------
Cash and cash equivalents at end of year $8,471,613
==========

Supplemental disclosure of cash flow information:
Cash paid during the year for:
Income taxes, net of refunds $53,898
==========
Interest $16,054
==========
Chapter 11 items:
Interest received $357,000
==========
Professional and administrative expenses paid $505,144
==========

- ---------------
* Eliminated in consolidation.

63

PRICE COMMUNICATIONS CORPORATION AND SUBSIDIARIES

SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS

DECEMBER 1994, 1993 AND 1992

Balance at Additions
Beginning Charged to Balance at
Description of Period Expenses Deductions(a) End of Period
----------- ---------- ---------- ------------- -------------

For the year ended December 31, 1994:
Allowance for doubtful accounts $487,576 $319,204 ($411,768)(b) $395,012

For the year ended December 31, 1993:
Allowance for doubtful accounts $565,351 $263,909 ($341,684) $487,576

For the year ended December 31, 1992:
Allowance for doubtful accounts $612,438 $513,908 ($560,995)(c) $565,351

---------------
(a) Amounts written off as uncollectible and payments.
(b) Includes adjustments for the disposition of properties and the
acquisition of WHTM-TV.
(c) $85,000 relates to the partial sale of companies in 1992.

64
SIGNATURES

Pursuant to the requirements of Section 13 and 15(d) of the Securities
and Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

PRICE COMMUNICATIONS CORPORATION

By /s/ Robert Price
-------------------------------------
Robert Price, President

Dated: January 26, 1995

Pursuant to the requirements of the Securities and Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated. Each person whose
signature appears below hereby authorizes and appoints Robert Price as his
attorney-in-fact to sign and file in his behalf individually and in each
capacity stated below any and all amendments to this Annual Report.

Dated: January 26, 1995 By /s/ Robert Price
--------------------------------------
Robert Price, Director
and President
(Principal Executive Officer,
Financial Officer and Accounting
Officer)

Dated: January 26, 1995 By /s/ George H. Cadgene
--------------------------------------
George H. Cadgene,
Director

Dated: January 26, 1995 By /s/ Robert F. Ellsworth
--------------------------------------
Robert F. Ellsworth,
Director

Dated: January 26, 1995 By /s/ Robert Paul
--------------------------------------
Robert Paul,
Director

Dated: January 26, 1995 By /s/ Kim I. Pressman
--------------------------------------
Kim I. Pressman,
Director

Dated: January 26, 1995 By /s/ Steven Price
--------------------------------------
Steven Price,
Director
65
EXHIBIT INDEX
ITEM 14(a)(3)

PRICE COMMUNICATIONS CORPORATION

Annual Report on Form 10-K for the year ended
December 31, 1994

Page(1)
----

(3)(a) Restated Certificate of
Incorporation of the Registrant as
filed with the Secretary of State
of the State of New York on
December 29, 1992, incorporated by
reference to Exhibit 3(a) to
Registrant's Form 10-K for the year
ended December 31, 1992.

(b) Restated By-laws of the Registrant,
incorporated by reference to
Exhibit 3(b) to the Registrant's
Form 10-K for the year ended
December 31, 1993.

(4)(a) Indenture dated as of December 30,
1992 between the Registrant and IBJ
Schroder Bank & Trust Company, as
trustee, relating to the Company's
5% Senior Secured Notes due 1999
(the "Indenture"), incorporated by
reference to Exhibit 4(a) to
Registrant's Form 10-K for the year
ended December 31, 1992.

(b) Pledge, Intercreditor and
Collateral Agency Agreement dated
as of December 30, 1992, among the
Registrant, IBJ Schroder Bank &
Trust Company, as Trustee under the
Indenture, and IBJ Schroder Bank &
Trust Company, as Collateral Agent,
incorporated by reference to
Exhibit 4(b) to Registrant's Form
10-K for the year ended December
31, 1992.

(10)(a) The Registrant's 1992 Long Term
Incentive Plan, incorporated by
reference to Exhibit 10(a) to

- --------------------
1 Page numbers are sequentially numbered pages.

E-1
66
Page
----

Registrant's Form 10-K for the year
ended December 31, 1992.

(b) Amended and Restated Employment
Agreement dated as of May 8, 1992
between The New York Law Publishing
Company and Robert Price,
incorporated by reference to
Exhibit 10(b) to Registrant's Form
10-K for the year ended December
31, 1992.

(c) Employment Agreement with Robert
Price, dated May 8, 1992,
incorporated by reference to
Exhibit 10(c) to Registrant's Form
10-K for the year ended December
31, 1992.

(d) Agreement dated May 8, 1992 between
the Registrant and Robert Price
with respect to PriCellular
Corporation, incorporated by
reference to Exhibit 10(d) to
Registrant's Form 10-K for the year
ended December 31, 1992.

(e) Amended and Restated Stock Purchase
Agreement dated as of May 8, 1992
among the Registrant, Price
Publishing Corporation, Alexandra
Publishing Corporation, The New
York Law Publishing Company and
Apollo Investment Fund, L.P.,
incorporated by reference to
Exhibit 10(e) to Registrant's Form
10-K for the year ended December
31, 1992.

(f) Amended and Restated Shareholders
Agreement dated as of May 8, 1992
among the Registrant, Apollo
Investment Fund, L.P., Price
Publishing Company, Alexandra
Publishing Corporation and The New
York Law Publishing Company,
incorporated by reference to
Exhibit 10(f) to Registrant's Form
10-K for the year ended December
31, 1992.

(g) Registration Rights Undertaking,
incorporated by reference to
Exhibit

E-2
67

Page
----

10(g) to Registrant's Form 10-K
for the year ended December 31, 1992.

(h) Warrant Agreement dated April 12,
1990 between Price Communications
Corporation and Warner
Communications Investors, Inc.,
incorporated by reference to
Exhibit (4) to Registrant's Form
8-K filed to report an event of
April 12, 1990.

(i) Form of Amendment to Time Warner
Warrant, incorporated by reference
to Exhibit 10(i) to Registrant's
Form 10-K for the year ended
December 31, 1992.

(j) Stock Purchase Agreement, dated as
of April 27, 1987, among
Registrant, Republic Broadcasting
Corporation and Fairfield
Broadcasting, Inc., as amended July
16, 1987, incorporated by reference
to Annex I to Registrant's
Definitive Proxy Statement dated
July 27, 1987.

(k) Notes and Stock Purchase Agreement
between and among Fairfield
Broadcasting, Inc., Price
Communications Corporation and
Republic Broadcasting Corporation
dated as of September 30, 1987, as
amended, incorporated by reference
to Exhibit 10(a) to Registration
Statement on Form S-1 (File No.
33-30318).

(l) Stockholders' Agreement among
Fairfield Broadcasting, Inc., Price
Communications Corporation,
Citicorp Venture Capital Ltd.,
Osborn Communications Corporation
and Prudential-Bache Interfunding
Inc., dated as of September 30,
1987, incorporated by reference to
Exhibit 10(b) to Registration
Statement on Form S-1 (File No.
33-30318).

(m) Asset Purchase Agreement by and among

E-3
68

Page
----

NTG, Inc., Price Communications
Corporation and Western Michigan
Broadcasting Corporation, Rhode Island
Broadcasting Corporation, Magnolia
Broadcasting Corporation and
Keystone Broadcasting Corporation,
dated as of June 28, 1989,
incorporated by reference to
Exhibit 10(c) to Registration
Statement on Form S-1 (File No.
33-30318).

(n) Stock Purchase Agreement between
NTG Holdings, Inc. and Price
Communications Corporation, dated
as of June 28, 1989, incorporated
by reference to Exhibit 10(d) to
Registration Statement on Form S-1
(File No. 33-30318).

(o) Network Affiliation Agreement,
dated September 10, 1982, between
National Broadcasting Company,
Inc., and Tri-State Broadcasting
Corporation, as amended (KSNF-TV),
incorporated by reference to
Exhibit 10(v) to Registration
Statement on Form S-1 (File No.
33-30318).

(p) Network Affiliation Agreement,
dated April 22, 1989, between
National Broadcasting Company, Inc.
and Continental Broadcasting
Corporation (KJAC-TV), incorporated
by reference to Exhibit 10(w) to
Registration Statement on Form S-1
(File No. 33-30318).

(q) Network Affiliation Agreement,
dated January 1, 1981, between
National Broadcasting Company, Inc.
and Clay Broadcasting Corporation
of Texas, as amended (KFDX-TV),
incorporated by reference to
Exhibit 10(x) to Registration
Statement on Form S-1 (File No.
33-30318).

(r) Stock Purchase Agreement dated
March 1, 1990 among Time Warner
Inc., Warner Communications
Investors, Inc., Price
Communications Corporation, and
PriCellular Corporation,
incorporated by reference to
Exhibit (1) to

E-4
69

Page
----

Registrant's Form 8-K filed to
report events of April 12, 1990.

(s) Amendment No. 1 to Stock Purchase
Agreement dated April 6, 1990,
among Time Warner Inc., Warner
Communications Investors, Inc.,
Price Communications Corporation,
and PriCellular Corporation,
incorporated by reference to
Exhibit (2) to Registrant's Form
8-K filed to report an event of
April 12, 1990.

(t) Stock Option Agreement, dated April
12, 1990 between PriCellular
Corporation and Warner
Communications Investors, Inc.,
incorporated by reference to
Exhibit (3) to Registrant's Form
8-K filed to report an event of
April 12, 1990.

(u) Line of Credit Agreement, dated as
of December 21, 1993 among Atlantic
Broadcasting Corporation, Southeast
Texas Broadcasting Corporation,
Texoma Broadcasting Corporation,
Tri-State Broadcasting Corporation,
the Lenders Parties Thereto and the
Bank of Montreal, incorporated by
reference to Exhibit 10(u) to the
Registrant's Form 10-K for the year
ended December 31, 1993.

(v) Securities Purchase Agreement,
dated December 30, 1993, among
Apple Publishing Corporation, Price
Communications Corporation,
Equity-Linked Investors, L.P. and
Equity-Linked Investors-II,
incorporated by reference to
Exhibit 10(v) to the Registrant's
Form 10-K for the year ended
December 31, 1993.

(w) Agreement dated November 19, 1993,
between Price Communications
Corporation, Apple Publishing
Corporation, the Sellers listed on
Exhibit A thereto and W.R. Huff
Asset Management Co., L.P.,
incorporated by reference to
Exhibit 10(w) to the

E-5
70

Page
----

Registrant's Form 10-K for the year
ended December 31, 1993.

(x) Stock Purchase Agreement, dated as
of October 1, 1993, by and between
Price Communications Cellular,
Inc., Price Communications
Corporation and Atlas Cellular
Corporation, incorporated by
reference to Exhibit 10 to
Registrant's Form 8-K filed to
report an event of October 1, 1993.

(y) Form of Indemnification Agreement
between Registrant and its officers
and directors, incorporated by
reference to Exhibit 10(y) to the
Registrant's Form 10-K for the year
ended December 31, 1993.

(z) Amended and Restated Line of Credit
Agreement among the Co- Borrowers
named therein, the Several Lenders
named therein, and Bank of
Montreal, as Agent, dated as of
September 16, 1994.

(aa) Employment Agreement, dated as of
October 6, 1994, between the
Registrant and Robert Price.

(bb) Employment Agreement, dated as of
January 5, 1995, between the
Registrant and Kim Pressman.

(cc) Stock Option Agreement, dated as of
February 10, 1994, between the
Registrant and Robert Price.

(dd) Rights Agreement dated as of
October 6, 1994 between the
Registrant and Harris Trust Company
of New York, incorporated by
reference to Exhibit 4 to
Registrant's Form 8-K filed to
report an event on October 6, 1994.

(ee) Amendment dated January 12, 1995 to
Rights Agreement dated as of
October 6, 1994 between the
Registrant and Harris Trust Company
of New York, incorporated by
reference to Exhibit 4 to

E-6
71

Page
----

Registrant's Form 8-K filed to
report an event on January 12,
1995.

(ff) Securities Purchase Agreement,
dated as of February 15, 1994,
between the stockholders and
warrant holders of Smith
Acquisition Corp. and the
Registrant, incorporated by
reference to Exhibit 10 to the
Registrant's Form 8-K filed to
report an event of September 16,
1994.

(11) Statement regarding computation of
per share earnings (omitted;
computation can be clearly
determined from material contained
in the Report).

(21) Subsidiaries of Registrant.

(24) The powers of attorney to sign
amendments to this Report appear on
the signature page.

(27) Financial Data Schedule.

E-7