Exhibit 2.3






July 16, 2002

Mr. Robert Price
Price Communications Corporation
45 Rockefeller Plaza
New York, NY 10020

Dear Mr. Price:

Re:      New LP Financing

         We refer to our conversation on July 3, 2002 with respect to the $350
million debt financing referred to in the Transaction Agreement dated December
18, 2001 (as amended by an amendment dated April 15, 2002) among Price
Communications Corporation, Price Communications Cellular Inc., Price
Communications Cellular Holdings, Inc., Price Communications Wireless, Inc.,
Cellco Partnership and Verizon Wireless of the East LP (the "Transaction
Agreement"). Capitalized terms used and not defined herein shall have the
meanings given to such terms in the Transaction Agreement.

         Notwithstanding the terms set forth in the Transaction Agreement, for
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree that:

         (1) New LP and Cellco are hereby released from their obligations
under Section 2.06 of the Transaction Agreement.

         (2) Each of Cellco, New LP and each of the Price Corporations hereby
agrees to use its commercially reasonable efforts to obtain the New LP
Financing prior to the Closing from Goldman Sachs Credit Partners L.P., which
has indicated its willingness to arrange such financing on a best efforts
basis, or such other financial institution as to which the parties hereto may
mutually agree, such agreement not to be unreasonably withheld. The terms of
such New LP Financing shall be substantially as set forth in the draft term
sheet dated as of July 15, 2002, provided by Goldman Sachs Credit Partners L.P.
or on such other terms (which shall in any event contain the terms set forth in
Section 2.06(a)(ii) of the Transaction Agreement) as the parties hereto may
mutually agree, such agreement not to be unreasonably withheld.



<PAGE>



         (3) Section 14.01 of the Transaction Agreement is hereby amended by
inserting the following new condition at the end thereof:

         "(g) New LP shall have obtained the New LP Financing."

         (4) Such New LP Financing as may be obtained by New LP prior to the
Closing (including, without limitation, any financing for which Goldman Sachs
Credit Partners L.P. is the lead arranger) shall constitute the "Base Line
Financing" for purposes of the Transaction Agreement, and such Base Line
Financing shall be used for purposes of determining the "Rate Adjustment
Percentage" pursuant to the New LP Agreement and the "Excess Financing Cost"
pursuant to the Transaction Agreement.

         Please confirm your agreement with the foregoing by signing and
returning to the undersigned the duplicate copy of this letter enclosed
herewith.

         This letter agreement shall be governed by and construed in accordance
with the law of the State of New York.

                               Very truly yours,

                               CELLCO PARTNERSHIP

                               By: /s/ Margaret Feldman
                                   --------------------------------
                                   Name:   Margaret Feldman
                                   Title:  VP-Business Development


                               VERIZON WIRELESS OF THE EAST LP

                               By: Verizon Wireless of Georgia LLC, as
                                   General Partner

                               By: Cellco Partnership, as sole member of
                                   Verizon Wireless of Georgia LLC

                               By: /s/ Margaret Feldman
                                   --------------------------------
                                   Name:   Margaret Feldman
                                   Title:  VP-Business Development


Accepted and agreed as of the
date first written above:



<PAGE>


PRICE COMMUNICATIONS CORPORATION


By:    /s/ Robert Price
       ---------------------------
Name:  Robert Price
Title:


PRICE COMMUNICATIONS CELLULAR INC.


By:    /s/ Robert Price
       ---------------------------
Name:  Robert Price
Title:



<PAGE>


PRICE COMMUNICATIONS CELLULAR HOLDINGS, INC.


By:    /s/ Robert Price
       ---------------------------
Name:  Robert Price
Title:


PRICE COMMUNICATIONS WIRELESS, INC.


By:   /s/ Robert Price
      ---------------------------
Name: Robert Price
Title: