UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)       March 16, 2006
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                        Price Communications Corporation
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             (Exact name of registrant as specified in its charter)

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

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

Registrant's telephone number, including area code  (212) 757-5600
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          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]     Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

[ ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

[ ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

[ ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))





ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

A copy of the press release issued by Price Communications Corporation on March
16, 2006, announcing its earnings for the quarter and year ended December 31,
2005, is included herewith as Exhibit 99.1 and is incorporated herein by
reference. The information included in this Current Report on Form 8-K
(including Exhibit 99.1 hereto) that is furnished pursuant to this Item 2.02
shall not be deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section or Sections 11 and 12(a) (2) of the Securities Act
of 1933, as amended. The information contained herein and in the accompanying
exhibit shall not be incorporated by reference into any filing of the
Registrant, whether made before or after the date hereof, regardless of any
general incorporation language in such filing, unless expressly incorporated by
specific reference into such filing.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c) Exhibits. The following documents are included as exhibits to this
report:

                  99.1     Press release issued March 16, 2006.





                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                            PRICE COMMUNICATIONS CORPORATION
                                       -----------------------------------------
                                                     (Registrant)

         March 16, 2006                          /s/ Kim I. Pressman
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              Date                                 Kim I. Pressman
                                            Executive Vice President and
                                               Chief Financial Officer





                                  EXHIBIT INDEX
                                  -------------

         EXHIBIT
         -------

         99.1              Press release issued March 16, 2006.