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

                                     SCHEDULE 13D

                      Under the Securities Exchange Act of 1934
                                  (Amendment No. 4)*

                           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)

                                   December 6, 1994
               (Date of Event which Requires 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 [ ].  (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         635,849
       BENEFICIALLY      _______________________________________________________
        OWNED BY          8   SHARED VOTING POWER
          EACH                -0-
        REPORTING        _______________________________________________________
         PERSON           9   SOLE DISPOSITIVE POWER
          WITH                635,849
                         _______________________________________________________
                         10   SHARED DISPOSITIVE POWER
                              -0-
     _________________________________________________________________
     11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
          635,849
     _________________________________________________________________
     12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) 
          EXCLUDES CERTAIN SHARES*                                           / /
     _________________________________________________________________
     13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          6.4% assuming 9,931,731 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.  


     ITEM 4.  PURPOSE OF TRANSACTION

     Ovitz, acting as general partner for each of the Limited Partnerships, sold
     the Common Stock for investment purposes and may acquire or sell additional
     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 635,849 (6.4% of the total amount outstanding, assuming 9,931,731
          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)  Since the last Amendment to his Schedule 13D dated October 21, 1994,
          Ovitz, as general partner for each of the Limited Partnerships, sold a
          total of 200,000 shares of Common Stock.  On December 6, 1994, Ovitz
          (i) acting as general partner of Grant Partners I, sold 168,000 shares
          of common stock for a total sale price of $1,107,960, (ii) acting as
          general partner of Grant Partners II, sold 24,000 shares of common
          stock for a total sale price of $158,280, and (iii) acting as general
          partner of Grant Partners VI, sold 8,000 shares of common stock for a
          total sale price of $52,760.

     (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:  December 16, 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).