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


FORM 12b-25



SEC. FILE NUMBER
005-34130
CUSIP NUMBER
741437305

NOTIFICATION OF LATE FILING

Check One): [X] Form 10-K and Form 10-KSB   [ ] Form 20-F   [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB   [ ] Form N-SAR

For Period Ended: December 31, 2006

        [ ] Transition Report on Form 10-K
        [ ] Transition Report on Form 20-F
        [ ] Transition Report on Form 11-K
        [ ] Transition Report on Form 10-Q
        [ ] Transition Report on Form N-SAR
        For the Transition Period
        Ended:


NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:



PART I - REGISTRANT INFORMATION

PRICE COMMUNICATIONS CORP.
- --------------------------
Full Name of Registrant

not applicable
- --------------
Former Name if Applicable

45 ROCKEFELLER PLAZA
- --------------------
Address of Principal Executive Office (Street and Number)

New York, New York 10020
- ------------------------
City, State and Zip Code

PART 11 - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate).

[X]  (a) The reasons described in reasonable detail in Part III of this
     form could not be eliminated without unreasonable effort or expense;

[X]  (b) The subject  annual  report,  semi-annual  report,  transition
     report on Form 10-K, Form 10-KSB, Form 20-F, 11-K or Form N-SAR, or portion
     thereof,  will be filed on or before the  fifteenth  calendar day following
     the  prescribed  due date;  or the subject  quarterly  report of transition
     report on Form  10-Q,  or  portion  thereof  will be filed on or before the
     fifth calendar day following the prescribed due date; and

[ ] (c) The  accountant's  statement or other exhibit required by Rule
     12b-25(c) has been attached if applicable.




                                                                        - 2 -


PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K and 10-KSB, 20-F,
11-K, 10-Q, N-SAR, or the transition report on portion thereof, could not be
filed within the prescribed time period.

The  Company's  shareholders  have voted to liquidate the Company in August 2007
and  therefore,  the Company is winding down and has limited  personnel.  Due to
limited  personnel,  the Company was unable to compile the  necessary  financial
information  required to prepare a complete  filing.  Thus, the Company would be
unable to file the  periodic  report  in a timely  manner  without  unreasonable
effort or expense.


PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
    notification

    Kim I. Pressman
    (Name)

    212.757.5600
    (Area Code and Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d)
     of the  Securities  Exchange  Act of 1934 or Section  30 of the  Investment
     Company  Act of 1940  during the  preceding  12 months or for such  shorter
     period that the  registrant was required to file such report(s) been filed?
     If answer is [X] Yes [ ] No no, identify report(s).

(3)  Is it  anticipated  that any  significant  change  in  results  of
     operations from the  corresponding  period for the last fiscal year will be
     reflected by the earnings  statements to be included in the subject  report
     or portion thereof?

[ ] Yes [ ] No

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made




                           PRICE COMMUNICATIONS CORP.
                          ---------------------------
                  (Name of Registrant as Specified in Charter)



has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.



Date: March 1, 2007


By: /s/ Kim I. Pressman
    -------------------
Kim I. Pressman
Executive Vice President and Chief Financial Officer



INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.