Issuer Delisting; Notice of Application To Withdraw From Listing and Registration; (Price Communications Corporation, Voting Common Stock, $.01 Par Value, and Common Stock Purchase Rights)

Price Communications Corporation (“Company”) has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) and Rule 12d2-2(d) thereunder, to withdraw the securities specified above (“Securities”) from listing and registration on the American Stock Exchange LLC (“Amex”).

In addition to being listed on the Amex, the Securities recently became listed on the New York Stock Exchange, Inc. (“NYSE”), pursuant to a Registration Statement on Form 8-A filed with the Commission on February 8, 2000. Trading in the Company's Common Stock commenced on the NYSE, and was simultaneously suspended on the Amex, at the opening of business on February 17, 2000.

The Company has complied with Amex Rule 18 by filing with the Amex a certified copy of the preambles and resolutions adopted by the Company's Board of Directors authorizing the withdrawal of its Securities from listing and registration on the Amex and by setting forth in detail to the Amex the reasons for such proposed withdrawal and the facts in support thereof. The Amex has in turn informed the Company that it has no objection to the proposed withdrawal of the Company's Securities from listing and registration on the Amex.

In making the decision to withdraw the Securities from listing and registration on the Amex, the Company hopes to avoid the direct and indirect costs of maintaining listings simultaneously on two exchanges. The Company does not see any particular advantage to having its Securities trade on two exchanges and believes that this dual trading would result in a fragmentation of the market for its Securities.

The Company's application relates solely to the withdrawal of the Securities from listing and registration on the Amex and shall have no effect upon the Securities' continued listing and registration on the NYSE. By reason of Section 12(b) of the Act and the rules and regulations of the Commission thereunder, the Company shall continue to be obligated to file reports with the Commission under Section 13 of the Act.

Any interested person may, on or before March 15, 2000, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the Exchange and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.