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

                                     SCHEDULE 13D

                      Under the Securities Exchange Act of 1934
                                  (Amendment No. 1)*

                           PRICE COMMUNICATIONS CORPORATION
                                   (Name of Issuer)

                             COMMON STOCK, $.01 par value
                            (Title of Class of Securities)

                                      741437305
                                    (CUSIP Number)

                                     Bruce Ovitz
                          227 West Monroe Street, Suite 5025
                               Chicago, Illinois  60606
               (Name, Address and Telephone Number of Person Authorized
                        to Receive Notices and Communications)

      September 29, 1994, October 4, 1994, October 5, 1994 and October 6, 1994
               (Date of Events which Require Filing of this Statement)

          If the filing person has previously filed a statement on
          Schedule 13G to report the acquisition which is the subject of
          this Schedule 13D, and is filing this schedule because of
          Rule 13d-1(b)(3) or (4), check the following box [  ].

          Check the following box if a fee is being paid with the
          statement [x].  (A fee is not required only if the reporting
          person:  (1) has a previous statement on file reporting
          beneficial ownership of more than five percent of the class of
          securities described in Item 1; and (2) has filed no amendment
          subsequent thereto reporting beneficial ownership of five percent
          or less of such class.)  (See Rule 13d-7.)

          Note:  Six copies of this statement, including all exhibits,
          should be filed with the Commission.  See Rule 13d-1(a) for other
          parties to whom copies are to be sent.

          *The remainder of this cover page shall be filled out for a
          reporting person's initial filing on this form with respect to
          the subject class of securities, and for any subsequent amendment
          containing information which would alter disclosures provided in
          a prior cover page.

          The information required on the remainder of this cover page
          shall not be deemed to be "filed" for the purpose of Section 18
          of the Securities Exchange Act of 1934 ("Act") or otherwise
          subject to the liabilities of that section of the Act but shall
          be subject to all other provisions of the act (however, see the
          Notes).

                                     No Exhibits


     


                                    SCHEDULE 13D

          CUSIP No.  741437305  
   ___________________________________________________________________________
          1    NAMES OF REPORTING PERSON S.S. OR 
               I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
               Bruce D. Ovitz
   ___________________________________________________________________________
          2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) / /
                                                                    (b) / /
   ___________________________________________________________________________
          3    SEC USE ONLY
   ___________________________________________________________________________
          4    SOURCE OF FUNDS*
               WC 00
   ___________________________________________________________________________
          5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEMS 2(d) or 2(e)                           / /
   ___________________________________________________________________________
          6    CITIZENSHIP OR PLACE OF ORGANIZATION
               United States
   ___________________________________________________________________________
                               7   SOLE VOTING POWER
          NUMBER OF SHARES         758,349
            BENEFICIALLY       _______________________________________________
             OWNED BY          8   SHARED VOTING POWER
               EACH                -0-
             REPORTING         _______________________________________________
              PERSON           9   SOLE DISPOSITIVE POWER
               WITH                758,349
                               _______________________________________________
                              10   SHARED DISPOSITIVE POWER
                                   -0-
    ___________________________________________________________________________
          11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
               758,349
    ___________________________________________________________________________
          12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) 
               EXCLUDES CERTAIN SHARES*                                 / /
    ___________________________________________________________________________
          13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
               7.6% assuming 10,022,864 Shares of Common Stock are outstanding
    ___________________________________________________________________________
          14   TYPE OF REPORTING PERSON*
               IN
    ___________________________________________________________________________
                        *SEE INSTRUCTIONS BEFORE FILLING OUT!
             INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
          (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


     



          ITEM 1.  SECURITY AND ISSUER

          This Statement on Schedule 13D relates to the Common Stock, $.01
          par value ("Common Stock"), of Price Communications Corporation
          ("Issuer"), whose principal offices are located at 345
          Rockefeller Plaza, 30th Floor, New York, New York  10020.


          ITEM 2.  IDENTITY AND BACKGROUND

          This Statement on Schedule 13D is filed with the Securities and
          Exchange Commission by Bruce D. Ovitz ("Ovitz"), as general
          partner of Grant Partners I, an Illinois limited partnership,
          Grant Partners II, an Illinois limited partnership, and Grant
          Partners VI, an Illinois limited partnership (collectively, the
          "Limited Partnerships").  Each Limited Partnership's principal
          business is investments and address is 227 West Monroe Street,
          Suite 5025, Chicago, Illinois  60606.

          Ovitz's principal occupation is serving as general partner of
          each of the Limited Partnerships.  During the past five years,
          Ovitz has not been convicted in a criminal proceeding (excluding
          traffic violations or similar misdemeanors) nor has he been a
          party to a civil proceeding of a judicial or administrative body
          of competent jurisdiction where as a result of such proceeding he
          was or is subject to a judgment, decree or final order enjoining
          future violations of, or prohibiting or mandating activities
          subject to, federal or state securities laws or finding any
          violation with respect to such laws.  Ovitz is a citizen of the
          United States.


          ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

          The Limited Partnerships acquired the Common Stock with working
          capital of the Limited Partnerships.  Some of the Common Stock
          was purchased through margin accounts.


          ITEM 4.  PURPOSE OF TRANSACTION

          Ovitz, acting as general partner for each of the Limited
          Partnerships, purchased the Common Stock for investment purposes
          and may acquire or sell Common Stock in the future for
          investment.


          ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

          (a)  The aggregate number of shares of Common Stock beneficially
               owned by Ovitz, as general partner of each of the Limited
               Partnerships, within the meaning of Section 13(d) of the
               Securities Exchange Act of 1934, is 758,349 (7.6% of the






               total amount outstanding, assuming 10,022,864 Shares of
               Common Stock are outstanding).

          (b)  As general partner of each of the Limited Partnerships,
               Ovitz has sole power to vote and to direct the disposition
               of the shares of Common Stock beneficially owned by him.

          (c)  In the last sixty days, Ovitz, as general partner for each
               of the Limited Partnerships, purchased a total of 71,500
               shares of Common Stock and sold a total of 150,000 shares of
               Common Stock.  On August 10, 1994, Ovitz (i) acting as
               general partner of Grant Partners I, sold 126,000 shares of
               Common Stock for a sale price of $713,790.00, (ii) acting as
               general partner of Grant Partners II, sold 18,000 shares of
               Common Stock for a sale price of $101,970.00, and (iii)
               acting as general partner of Grant Partners VI, sold 6,000
               shares of Common Stock for a sale price of $33,990.00.  On
               September 29, 1994, Ovitz (i) acting as general partner for
               Grant Partners I, purchased 37,100 shares of Common Stock
               for a total purchase price of $167,560.04, (ii) acting as
               general partner of Grant Partners II, purchased 5,300 shares
               of Common Stock for a total purchase price of $23,934.56,
               and (iii) acting as general partner of Grant Partners VI,
               purchased 1,700 shares of Common Stock for a total purchase
               price of $7,680.20.  On October 4, 1994, Ovitz (i) acting as
               general partner of Grant Partners I, purchased 9,600 shares
               of Common Stock for a total purchase price of $44,976.00,
               (ii) acting as general partner of Grant Partners II,
               purchased 1,400 shares of Common Stock for a total purchase
               price of $6,559.00, and (iii) acting as general partner of
               Grant Partners VI, purchased 400 shares of Common Stock for
               a total purchase price of $1,874.00.  On October 5, 1994,
               Ovitz (i) acting as general partner of Grant Partners I,
               purchased 9,200 shares of Common Stock for a total purchase
               price of $44,352.00, (ii) acting as general partner of Grant
               Partners II, purchased 1,300 shares of Common Stock for a
               total purchase price of $6,265.50, and (iii) acting as
               general partner of Grant Partners VI, purchased 500 shares
               of Common Stock for a total purchase price of $2,417.50.  On
               October 6, 1994, Ovitz (i) acting as general partner of
               Grant Partners I, purchased 4,200 shares of Common Stock for
               a total purchase price of $21,252.00, (ii) acting as general
               partner of Grant Partners II, purchased 600 shares of Common
               Stock for a total purchase price of $3,036.00, and (iii)
               acting as general partner of Grant Partners VI, purchased
               200 shares of Common Stock for a total purchase price of
               $1,012.00.

          (d)  Not applicable.

          (e)  Not applicable.





          ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
          WITH RESPECT TO SECURITIES OF THE ISSUER

          There are no contracts, arrangements, understandings or
          relationships with respect to securities of the issuer among the
          persons named in Item 2 above.


          ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

          None.







          Signatures


          After reasonable inquiry and to the best of its knowledge and
          belief, the undersigned certifies that the information set forth
          in this statement is true, complete and correct.


          Dated:  October 7, 1994

                                   /s/ Bruce D. Ovitz
                                   ______________________________________
                                   Bruce D. Ovitz, as General Partner of
                                   Grant Partners I, Grant Partners II and
                                   Grant Partners VI


          ATTENTION:  INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
          CONSTITUTE CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).