EXHIBIT 99.1

                       PRICE COMMUNICATIONS CORPORATION
                             45 Rockefeller Plaza
                           New York, New York 10020

           PROXY--ANNUAL MEETING OF SHAREHOLDERS--            , 2002

   The undersigned hereby appoints Robert Price and Kim I. Pressman and each of
them, with full power of substitution, proxies of the undersigned to vote all
shares of Common Stock of Price Communications Corporation (the "Company") that
the undersigned would be entitled to vote if personally present at the Annual
Meeting of Shareholders of the Company to be held on              , 2002, at
      . local time, at the offices of Proskauer Rose LLP, 1585 Broadway, New
York, New York 10036-8299 and at any postponement or adjournment thereof. The
undersigned hereby revokes any proxy heretofore given with respect to such
shares.

               THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

   This Proxy, when properly executed and returned, will be voted in the manner
directed below. If no direction is made, this Proxy will be voted FOR the
nominees.

   The Board of Directors recommends a vote FOR the election of the nominees.

   (1) Election of Directors:

      [_] FOR THE NOMINEES LISTED

      [_] WITHHOLD AUTHORITY TO VOTE FOR THE NOMINEES LISTED

          NOMINEE: Robert Price (Class C)

          NOMINEE: Kim I. Pressman (Class C)

          NOMINEE: Stuart B. Rosenstein (Class A)

          NOMINEE: John Deardourff (Class A)

   (2) For the authorization of the amendment of the Certification of
       Incorporation.

   (3) For the approval of the proposed Verizon transactions.

   (4) In their discretion, to consider and act upon any other matter which may
       properly come before the meeting or any adjournment thereof.



   This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is given, this proxy
will be voted FOR the nominees listed.

                                          _____________________________________

                                          _____________________________________
                                               Signature(s) of Shareholder(s)

                                          _____________________________________

                                          _____________________________________
                                              Print Name(s) of Shareholder(s)

                                          Please sign your name exactly as it
                                          appears hereon. If shares are
                                          registered in more than one name,
                                          each joint owner or fiduciary should
                                          sign. When signing as attorney,
                                          executor, administrator, trustee,
                                          personal representative, agent or
                                          guardian, please give your full title
                                          as it appears hereon.

                                          Dated                   , 2002.

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