<PAGE>
 
_______________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                              ___________________

                                   FORM 10-Q
                              ___________________


( X)    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)

               OF THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 1997

                                       OR


(   )    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
            OF THE SECURITIES EXCHANGE ACT OF 1934


                For the transition period from                to
                              ___________________

                       Commission file number 1-333-36253
                                              -----------
                              ___________________

              PRICE COMMUNICATIONS WIRELESS, INC. AND SUBSIDIARIES
             (Exact Name of Registrant as specified in its charter)


                     Delaware                        13-3956941
             (State or other jurisdiction           (I.R.S. Employer
           of incorporation or organization)       Identification No.)

                  45 Rockefeller Plaza                  10020
                  New York, New York                  (Zip Code)
        (Address of principal executive offices)


                  Registrant's telephone number (212) 757-5600

                              ____________________



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13

or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing

requirements for the past 90 days.      Yes    X       No _____
                                            --------           

The number of shares outstanding of the issuer's common stock as of  November 7,
1997 was 100.

_______________________________________________________________________________
<PAGE>
 
              PRICE COMMUNICATIONS WIRELESS, INC. AND SUBSIDIARIES

                                     INDEX
                                        

PART  I.  FINANCIAL INFORMATION

<TABLE> 
<S>                                                                                           <C> 
  ITEM 1. Financial Statements (Unaudited)
 
        Condensed Consolidated Balance Sheets- December 31, 1996 and September 30, 1997....     1
                                                                                                
        Condensed Consolidated Statements of Operations - Three Months ended                    
        September 30, 1996 and 1997 and nine months ended  September 30, 1996 and 1997.....     2
                                                                                                
        Condensed Consolidated Statements of Cash Flows - Nine months ended September 30,       
        1996 and 1997......................................................................     3
                                                                                                
        Notes to Condensed Consolidated Financial Statements...............................     4
                                                                                                
   ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of           
               Operations.....................................................................   6
                                                                                                
                                                                                                
PART II. OTHER INFORMATION                                                                      
                                                                                                
   ITEM 1. Legal Proceedings..................................................................  13
                                                                                                
   ITEM 2. Changes in Securities..............................................................  13
                                                                                                
   ITEM 3. Defaults Upon Senior Securities....................................................  13
                                                                                                
   ITEM 4. Submission of Matters to a Vote of Security Holders................................  13
                                                                                                
   ITEM 5. Other Information..................................................................  13
                                                                                                
   ITEM 6. Exhibits and Reports on Form 8-K...................................................  13
 
SIGNATURES....................................................................................  14
</TABLE> 
 
<PAGE>
 
             PRICE COMMUNICATIONS WIRELESS, INC. AND SUBSIDIARIES
                     Condensed Consolidated Balance Sheets
                               ($ in thousands)
                                  (Unaudited)

                                                 
                                             December 31,       September 30,
                                                1996                1997
                                             ------------      -------------
                                             (Predecessor)       (Successor)
Current Assets                               
    Cash and cash equivalents                $    1,698           $  175,213
    Trade accounts receivables, net of                         
      allowance for doubtful accounts            18,784               15,956
    Receivables from other cellular carriers      1,706                3,102
    Other receivables                              --                319,183
    Deferred income taxes                           830                  930
    Prepaid expenses                              2,313                2,344
    Inventory                                     5,106                1,811
                                             ----------           ----------
                                                               
           Total Current Assets                  30,437              518,539
                                             
Net property, plant and equipment               132,438              145,441
Licenses, net of amortization                   375,808              799,081
Other intangible assets and other assets,                           
  at cost less accumulated amortization          11,259                6,054
                                             ==========           ==========
           Total Assets                      $  549,942           $1,469,115
                                             ==========           ==========
                                                                    
Current Liabilities                                                 
    Notes payable                            $    1,366           $    --
    Current installment of long-term debt         5,296                --
    Accounts payable                             10,394                9,298
    Accrued acquisition costs                      --                 13,741
    Purchase price payable                         --                486,446
    Income taxes payable                           --                 50,900
    Accrued expenses                              8,399               14,323
    Other liabilities                             4,686                4,360
                                             ----------           ----------
           Total current liabilities             30,141              579,068
                                             
Long-term debt                                  337,000              560,160
Deferred income taxes                            11,500              190,851
Minority interests                                6,371                7,445
                                             ----------           ----------
           Total liabilities                    385,012            1,337,524
                                             
Stockholders' equity                            164,930              131,591
                                             ----------           ----------
                                             
                                             $  549,942           $1,469,115
                                             ==========           ==========
                                             
                                             
                                             
      See accompanying notes to condensed consolidated financial statements

                                      -1-
<PAGE>
 
             PRICE COMMUNICATIONS WIRELESS, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    ($ IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)

<TABLE> 
<CAPTION>                                                 
                                                                          For the three months                             
                                                                          ended September 30,                              
                                                   -------------------------------------------------------------------     
                                                   -------------------    --------------------    --------------------     
                                                   1997                   1997                    1996                     
                                                   -------------------    --------------------    --------------------     
                                                      (Successor)                        (Predecessor)                     

<S>                                                    <C>                 <C>                       <C> 
Revenue:                                                                                                                   
    Service                                                --               $     45,983              $     37,459    
    Equipment sales and installation                       --                      2,525                     2,110    
                                                   ------------             ------------              ------------ 
           Total revenue                                   --                     48,508                    39,569    
                                                   ------------             ------------              ------------      
Operating expenses:                                                                                                   
    Engineering, technical and other direct                --                      7,745                     5,558    
    Cost of equipment                                      --                      5,055                     3,874    
    Selling, general and administrative                    --                     13,811                    11,865    
    Depreciation and amortization                           118                    8,184                     6,295    
                                                   ------------             ------------              ------------ 
           Total operating expenses                         118                   34,795                    27,592 
                                                   ------------             ------------              ------------ 
           Operating Income (loss)                         (118)                  13,713                    11,977    
                                                   ------------             ------------              ------------    
Other income (expense):                                                                                               
    Interest expense, net                                (2,684)                  (8,354)                   (7,649)   
    Other (expense) income, net                            --                         46                      (183)   
                                                   ------------             ------------              ------------
           Total other expense                           (2,684)                  (8,308)                   (7,832)   
                                                                                                                      
    Income before minority interest& taxes               (2,802)                   5,405                     4,145    
Minority interest                                          --                       (528)                     (539)   
                                                   ------------             ------------              ------------    
    Income before taxes                                  (2,802)                   4,877                     3,606    
Income taxes                                               --                       --                        (630)   
                                                   ------------             ------------              ------------ 
    Net income                                           (2,802)               $   4,877              $      2,976 
                                                   ============             ============              ============    
                                                                                          
Net income per share of common stock               $ (28,020.00)                $   0.17               $      0.10   
                                                   ============             ============              ============
                                                                                          
Average shares outstanding                                  100               27,957,519                28,580,278   
                                                   ============             ============              ============ 
<CAPTION> 

                                                                      For the nine months
                                                                      ended September 30,
                                              --------------------------------------------------------------------
                                              --------------------    --------------------    --------------------
                                                     1997                    1997                    1996
                                              --------------------    --------------------    --------------------
                                                  (Successor)                        (Predecessor)

<S>                                              <C>                      <C>                   <C> 
Revenue:                                         
    Service                                        $       --              $    134,123          $    107,664    
    Equipment sales and installation                       --                     7,613                 6,349    
                                                   ------------            ------------          ------------    
           Total revenue                                   --                   141,736               114,013    
                                                   ------------            ------------          ------------    
                                                                                                                 
Operating expenses:                                                                                              
    Engineering, technical and other direct                --                    23,301                17,961    
    Cost of equipment                                      --                    16,111                12,271    
    Selling, general and administrative                    --                    41,014                33,842    
    Depreciation and amortization                           118                  23,313                18,167    
                                                   ------------            ------------          ------------    
           Total operating expenses                         118                 103,739                82,241    
                                                                                                                 
           Operating Income (loss)                         (118)                 37,997                31,772    
                                                   ------------            ------------          ------------    
                                                                                                                 
Other income (expense):                                                                                          
    Interest expense, net                                (2,684)                (24,468)              (23,654)   
    Other (expense) income, net                            --                       208                  (242)   
                                                   ------------            ------------          ------------    
           Total other expense                           (2,684)                (24,260)              (23,896)   
                                                                                                                 
    Income before minority interest& taxes               (2,802)                 13,737                 7,876    
Minority interest                                          --                    (1,310)               (1,562)   
                                                   ------------            ------------          ------------    
    Income before taxes                                  (2,802)                 12,427                 6,314    
Income taxes                                               --                      --                  (1,578)   
                                                      =========            ============          ============    
    Net income                                        $  (2,802)           $     12,427          $      4,736    
                                                      =========            ============          ============    
                                                                                                                 
Net income per share of common stock               $ (28,020.00)           $       0.45          $       0.19    
                                                      =========            ============          ============    

Average shares outstanding                                  100              27,826,080            25,492,054    
                                                      =========            ============          ============     
</TABLE> 
                                                 
                                                 
                                                 
     See accompanying notes to condensed consolidated financial statements

                                      -2-
<PAGE>
 
             PRICE COMMUNICATIONS WIRELESS, INC. AND SUBSIDIARIES 
               Condensed Consolidated Statements of Cash Flows 
                               ($ in thousands)
                                  (Unaudited)

<TABLE> 
<CAPTION> 
                                                                                     For the nine months ended
                                                                                            September 30,
                                                                              -------------------------------------
                                                                              1997         1997           1996
                                                                              ---------    ---------      ---------
                                                                              (Sucessor)         (Predecessor)

<S>                                                                           <C>           <C>          <C> 
Cash flows from operating activities:
       Net income                                                             $  (2,802)    $  12,427     $   4,736
                                                                              ---------     ---------     ---------
       Adjustments to reconcile net income to cash
         provided by operating activities:
              Depreciation and amortization                                         118        23,313        18,167
              Minority interest share of income                                    --           1,310         1,562
              Deferred income taxes                                                --            --             809
              Loss (gain) on disposal of property                                  --               7            59
              Interest deferred and added to long-term debt                        --            --             355
              Payment of deferred interest                                         --          (1,514)       (1,080)
              Decrease (increase) in trade accounts receivble                      --             473          (337)
              Decrease (increase) in inventory                                     --           2,800          (553)
              Increase (decrease) in accounts payable and accrued expenses        4,626           326        (3,789)
              (Increase) decrease in deferred financing costs                    (5,250)         --            --
              Change in other accounts                                             --            (351)        1,991
                                                                              ---------     ---------     ---------
              Total adjustments                                                    (506)       26,364        17,184
                                                                              ---------     ---------     ---------
                    Net cash provoded by operating activities                    (3,308)       38,791        21,920
                                                                              ---------     ---------     ---------

Cash flow from investing activities:
       Capital expenditures                                                        --         (40,757)      (30,174)
       Proceeds from sale of property and equipment                                --             201             4
       Purchase of cellular systems                                                --         (31,469)      (67,580)
       Collection of purchase price adjustment                                     --            --           2,452
       Purchase of minority interests                                              --            (956)       (1,854)
       Deposits for PCS auction                                                    --            --          (5,132)
       Increase in other intangibles assets and other assets                       --            (778)         (522)
                                                                              ---------     ---------     ---------
                    Net cash used in investing activities                          --         (73,759)     (102,806)
                                                                              ---------     ---------     ---------

Cash flows from financing activities:
       Increase in short-term notes payable                                        --          (1,366)        2,964
       Repayment of long-term debt                                                 --          (3,782)     (108,319)
       Proceeds from long term debt                                             175,000        41,000        91,000
       Public offering proceeds, net                                               --            --          94,200
       Employee and non-employee director stock option purchase plan               --            --             290
       Exercise of stock options                                                   --             999            95
                                                                              ---------     ---------     ---------
                    Net cash provided in financing activities                   175,000        36,851        80,230
                                                                              ---------     ---------     ---------

                    Net increase (decrease) in cash and cash equivalents        171,692         1,883          (656)
Cash and cash equivalents at the beginning of the period                           --           1,698         3,436
                                                                              =========     =========     =========
Cash and cash equivalents at the end of the period                            $ 171,692     $   3,581     $   2,780
                                                                              =========     =========     =========



                                     See accompanying notes to condensed consolidated financial statements

</TABLE> 

                                      -3-
<PAGE>
 
              PRICE COMMUNICATIONS WIRELESS, INC. AND SUBSIDIARIES

                                        
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                ($ IN THOUSANDS)
                                  (UNAUDITED)




1.   OPERATIONS



          Price Communications Wireless, Inc. ("PCW" or "Company"), a wholly-
     owned indirect subsidiary of Price Communications Corporation ("PCC"), was
     incorporated on May 22, 1997 to effect the acquisition (the "Acquisition")
     of Palmer Wireless, Inc. ("Palmer" or "Predecessor Company") at September
     30, 1997.  In July 1997, in order to fund a portion of the Acquisition, PCW
     issued $175 million aggregate principal amount of 11  3/4% Senior
     Subordinated Notes due 2007 (the "Notes").  PCW had no assets, liabilities
     or operations, other than those associated with the issuance of the Notes,
     prior to the Acquisition and accordingly financial statements have been
     presented for the Predecessor Company.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF PRESENTATION



          The accompanying condensed financial statements have been prepared by
     the Company without audit, in accordance with the rules and regulations of
     the Securities and Exchange Commission.  In the opinion of management, the
     statements reflect all adjustments necessary for a fair presentation of the
     results for the interim periods.  All such adjustments are of a normal,
     recurring nature.  The results of operations for any interim period are not
     necessarily indicative of the results for the year.

          These statements should be read in conjunction with the Palmer
     Wireless, Inc. Form 10-K, as the Predecessor's financial statements
     represent the historical results of Palmer.



          The computation of net income per share for the Predecessor and
     Successor Company are based on the weighted average number of common shares
     and, as appropriate, dilutive common equivalent shares outstanding during
     the periods presented.


3.   THE ACQUISITION


          On September 30, 1997 the Company effectively acquired all of the
     outstanding shares of Palmer, including all outstanding options and rights
     under Palmer's employee and director stock purchase plans, for an aggregate
     purchase price of $486 million.  In addition, PCC agreed to repay the
     outstanding indebtedness of Palmer of approximately $378 million.  In
     connection with this transaction, PCW agreed to enter into an agreement to
     sell at the effective time of the Palmer Merger, Palmer's Fort Myers,
     Florida MSA for $168 million (which generated proceeds to the Company
     of approximately $166 million) (the "Fort Myers Sale") and plans to sell
     its Georgia-1 RSA for approximately $25 million (the GA-1 Sale").  The Fort
     Myers Sale and the GA-1 Sale, together with the Palmer Merger collectively
     shall be the "Acquisition".  The proceeds of the Fort Myers Sale and the
     GA-1 Sale will be used to finance a portion of the acquisition.

          In order to fund the Acquisition and pay related fees and expenses,
     PCW issued $175 million aggregate principal amount of 11  3/4% Senior
     Subordinated Notes due 2007 (the "PCW Notes") and entered into a syndicated
     senior loan facility providing for term loan borrowings in the aggregate
     principal amount of approximately $325 million and revolving loan
     borrowings of $200 million.    Interest on the PCW Notes is payable semi-
     annually commencing on January 15, 1998.

                                      -4-
<PAGE>
 
          The acquisition was accounted for using the purchase method of
     accounting.  Accordingly, the purchase price has been allocated to net
     assets acquired and the liabilities assumed based on their estimated fair
     market values on the date of acquisition. The excess of purchase price over
     assets acquired has been allocated to FCC licenses and will be amortized on
     a straight-line basis over 40 years.


4.   CREDIT FACILITY


          On September 30, 1997 the Company entered into a credit facility (the
     "Credit Facility") provided by a syndicate of banks, financial institutions
     and other accredited investors (as defined by Regulation D of the
     Securities Act).  The Credit Facility includes a $325 million term loan
     facility and a $200 million revolving credit facility.  On October 6, 1997,
     the Company borrowed $325 million under the term loan facility and $120
     million under the revolving credit facility.


          The Credit Facility bears interest at a floating rate between .25% and
     1.75% above the lenders' prime borrowing rate or between 1.25% and 2.75%
     above the lenders' Euro-dollar base rate, depending on the ratio of the
     consolidated total debt to consolidated total earnings before interest,
     taxes, depreciation and amortization of the Company and its subsidiaries.
     The Credit Facility is secured by liens on substantially all of the real
     and personal property of the Company and its subsidiaries and contains
     limitations on, among other things, the ability of the Company to pay
     dividends or incur additional indebtedness and requires the Company to
     maintain compliance with certain financial ratios.


5.   OTHER RECEIVABLES


          Other receivables includes the proceeds to be received from the sale
     of Palmer's Fort Myers MSA and Georgia - 1 RSA and the equity contribution
     of Price Communications Cellular Holdings, Inc. and Price Communications
     Corporation.

6.   ACCRUED ACQUISITION COSTS


          Accrued acquisition costs represent all the cost directly associated
     with the Acquisition, including professional fees, registration fees and
     severance payments.


7.   PURCHASE PRICE PAYABLE


          The purchase price payable represents the cost to acquire all the
     outstanding shares of Palmer, including all outstanding options and rights
     under Palmer's employee and director stock purchase plans.  The purchase
     price was paid, in its entirety, on October 6, 1997.


8.  Income Taxes Payable



          Income taxes payable represents the current taxes payable attributable
     to the sale of the Fort Myers MSA and Georgia 1 RSA.  The Company has a tax
     planning strategy which it believes will avoid the payment of these taxes.


9.   LONG TERM DEBT


          On July 10, 1997 the Company issued  $175 million aggregate principal
     amount of 11  3/4% Senior Subordinated Notes due 2007 (the "Notes").
     Interest on the Notes is payable semi-annually commencing on January 15,
     1998.  The Notes are unsecured obligations of the Company and are
     subordinate in right of payment to senior indebtedness of the Company,
     including indebtedness under the Credit Facility.  The indenture under
     which the Notes were issued imposes certain limitations on, among other
     things, the ability of the Company and its subsidiaries to incur
     indebtedness and to pay dividends to Price Communications Corporation.

                                      -5-
<PAGE>
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
          OF OPERATIONS

 
 

OVERVIEW


     Price Communications Wireless, Inc. ("Successor Company") is the successor
company to Palmer Wireless, Inc. ("Company" or "Predecessor Company"). The
Company is engaged in the construction, development, management and operation of
cellular telephone systems in the southeastern United States.  As of September
30, 1997, the Company provided cellular telephone service to 337,345 subscribers
in Alabama, Florida, Georgia, and South Carolina in a total of 18 licensed
service areas, composed of nine Metropolitan Service Areas ("MSAs") and nine
Rural Service Areas ("RSAs"), with an aggregate estimated population of 3.9
million.  The Company sells its cellular telephone service as well as a full
line of cellular products and accessories principally through its network of
retail stores.  The Company markets all of its products and services under the
nationally recognized service mark CELLULAR ONE.


MARKET OWNERSHIP

     The following is a summary of the Company's ownership interest in the
cellular telephone system in each licensed service area to which the Company
provided service at December 31, 1996 and September 30, 1997.
 


<TABLE>
<CAPTION>

<S>                                                                     <C>                     <C> 
     Cellular Service Area                                                December 31,          September 30,
     ---------------------                                                 1996                    1997
                                                                       
 
     Albany, Georgia...........................................            82.7%                   82.7%

     Augusta, Georgia..........................................           100.0                   100.0
                                                                                  
     Columbus, Georgia.........................................            84.9                    85.2
                                                                                  
     Macon, Georgia............................................            99.1                    99.2
                                                                                  
     Savannah, Georgia.........................................            98.5                    98.5
                                                                                  
     Dothan, Alabama...........................................            92.3                    92.5
                                                                                  
     Montgomery, Alabama.......................................            91.9                    92.8
                                                                                  
     Georgia 1 - RSA...........................................           100.0                   100.0
                                                                                  
     Georgia 6 - RSA...........................................            94.8                    95.1
                                                                                  
     Georgia 7 - RSA...........................................           100.0                   100.0
                                                                                  
     Georgia 8 - RSA...........................................           100.0                   100.0
                                                                                  
     Georgia 9 - RSA...........................................           100.0                   100.0
                                                                                  
     Georgia 10 - RSA..........................................           100.0                   100.0
                                                                                  
     Georgia 12 - RSA..........................................           100.0                   100.0
                                                                                  
     Georgia 13 - RSA..........................................             N/A                    82.7
                                                                                  
     Alabama 8 - RSA...........................................           100.0                    100.0

     Fort Myers,                                                           99.0                     99.0
     Florida...................................................                  
     Panama City,                                                          77.9                     78.4
     Florida...................................................           
</TABLE>

 
     On February 1, 1997, one of the Company's majority-owned subsidiaries
acquired the assets of and the license to operate the non-wireline cellular
telephone system serving Georgia Rural Service Area Market No. 383, otherwise
known as Georgia-13 RSA, for a total purchase price of $31.5 million, subject to
certain adjustments.

     In connection with the acquisition of the Company by Price Communications
Wireless, Inc., the Fort Myers property was sold on October 6, 1997 and the
Georgia-1 RSA is to be sold shortly.

                                      -6-
<PAGE>
 
RESULTS OF OPERATIONS

     The following table sets forth for the Predecessor Company, for the periods
indicated, the percentage, which certain amounts bear to total revenue.
<TABLE>
<CAPTION>
                                  Three Months Ended     Nine Months Ended
                                    September 30,        September 30,          
                                 --------------------    --------------  -----------
                                   1996        1997          1996         1997
                                 ---------   ---------   --------------  -----------
<S>                                 <C>         <C>           <C>          <C>             
Revenue:                                               
Service........................      94.9%       94.8%      94.6%           94.6%  
Equipment sales and installation      5.1         5.2        5.4             5.4
                                      ---         ---        ---             ---
     Total revenue.............     100.0       100.0      100.0           100.0
 
OPERATING EXPENSES:
Engineering, technical and
 other direct:
     Engineering and technical
      (1)......................       7.6        7.8        8.0              8.0
     Other direct costs of                                                 
      services (2).............       9.8        8.1       10.7              8.4
Cost of equipment (3)..........       9.4       10.4       10.3             11.4
Selling, general and                                                       
 administrative:                                                           
     Sales and marketing (4)...       7.5        8.2       8.0               8.4
     Customer service (5)......       6.1        6.0       5.7               6.3
     General and                                                            
      administrative (6).......      15.2       14.3      15.0              14.2
Depreciation and amortization..      15.3       16.9      15.4              16.5
                                    -----                -----             -----  
     TOTAL OPERATING EXPENSES..      70.9       71.7      73.1              73.2
                                                                            
Operating income...............      29.1%      28.3%     26.9%             26.8%
Operating income before                                                     
 depreciation                                                              
     and amortization (7)......      44.4%      45.2%     42.3%             43.3%
-----------------                                         
</TABLE>
(1)  Consists of costs of cellular telephone network, including inter-trunk
     costs, span-line costs, cell site repairs and maintenance, cell site
     utilities, cell site rent, engineers' salaries and benefits and other
     operational costs.
(2)  Consists of net costs of roaming, costs of long distance, costs of
     interconnection with wireline telephone companies and other costs of
     services.
(3)  Consists primarily of the costs of the cellular telephones and accessories
     sold.
(4)  Consists primarily of salaries and benefits of sales and marketing
     personnel, employee and agent commissions and advertising and promotional
     expenses.
(5)  Consists primarily of salaries and benefits of customer service personnel
     and costs of printing and mailing billings generated in-house.
(6)  Includes salaries and benefits of general and administrative personnel and
     other overhead expenses.
(7)  Operating income before depreciation and amortization should not be
     considered in isolation or as an alternative to net income, operating
     income or any other measure of performance under generally accepted
     accounting principles. The Company believes that operating income before
     depreciation and amortization is viewed as a relevant supplemental measure
     of performance in the cellular telephone industry.

                                      -7-
<PAGE>
 
THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1996 OF PREDECESSOR COMPANY


     REVENUE. Service revenues totaled $46.0 million for the third quarter of
1997, an increase of 17.7% over $39.0 million for the third quarter of 1996.
This increase was primarily due to a 31.2% increase in the average number of
subscribers to 329,556 for the third quarter of 1997 versus 251,117 for the
third quarter of 1996. The increase in subscribers is the result of internal
growth, which the Company attributes primarily to its strong sales and marketing
efforts, and the recent acquisitions.

     Average monthly revenue per subscriber decreased 6.4% to $46.51 for the
third quarter of 1997 from $49.70 for the third quarter of 1996.  This is due to
a common trend in the cellular telephone industry, where, on average, new
customers use less airtime than existing subscribers.  Therefore, service
revenues generally do not increase proportionately with the increase in
subscribers.  In addition, the decline reflects more competitive rate plans
introduced into the Company's markets.

     Equipment sales and installation revenue, which consists primarily of
cellular subscriber equipment sales, increased to $2.5 million for the third
quarter of 1997 from $2.1 million for the third quarter of 1996.  As a
percentage of total cellular revenue, equipment sales and installation revenue
increased to 5.2% for 1997 from 5.1% for 1996, reflecting the increased
recurring revenue base as well as lower cellular equipment prices charged to
customers.

     OPERATING EXPENSES.  Engineering and technical expenses increased by 20.9%
to $3.8 million for the third quarter of 1997 from $3.1 million in the third
quarter of 1996, due primarily to the increase in subscribers and the recent
acquisitions.  As a percentage of revenue, engineering and technical expenses
increased to 7.8% from 7.6% for the third quarter of 1997 and 1996,
respectively.  The increase from 1996 to 1997 relates to the fixed costs
associated with additional cell sites constructed and obtained in recent
acquisitions.  The Company expects engineering and technical expenses to
decrease as a percentage of revenue due to its large component of fixed costs.
There can be no assurance, however, that this forward-looking statement will not
differ materially from actual results due to unforeseen engineering and
technical expenses.

     Other direct costs of services remained consistent at $4.0 million for the
third quarter of 1997 and 1996.  As a percentage of revenue, other direct costs
of service decreased to 8.1% from 9.8%, reflecting the decrease in
interconnection costs as a result of the Company's renegotiation of
interconnection agreements with the local exchange carriers ("LECs") in most of
the Company's markets.

     The cost of equipment increased 30.5% to $5.1million for the third quarter
of 1997 from $3.9 million for the third quarter of 1996, due primarily to the
increase in gross subscriber activations for the same period.  The equipment
sales margin increased to (100.0%) for the third quarter of 1997 from (83.6%)
for the third quarter of  1996. This increase in margin is a result of efforts
to address market competition and improve market share, the Company sold more
telephones below cost in the third quarter of 1997 than in the same period of
1996.

     Sales and marketing costs increased 28.0% to $4.0 million for the third
quarter of 1997 from $3.1 million for the same period in 1996.  This increase is
primarily due to the 6.7% increase in gross subscriber activations and the
resulting increase in commissions and higher advertising costs.  As a percentage
of total revenue, sales and marketing costs increased to 8.2% from 7.5% for the
third quarter of 1997 and 1996, respectively.  The increase was due to increased
advertising costs in response to market competition.  The Company's cost to add
a net subscriber, including loss on telephone sales, increased to $597 for the
third quarter of 1997 from $416 for the third quarter of 1996.  This increase in
cost to add a net subscriber was caused primarily by increased losses from the
Company's sales of cellular telephones and an increase in commissions



     Customer service costs increased 15.8% to $2.9 million for the third
quarter of 1997 from $2.5 million for the third quarter of 1996. As a percentage
of revenue, customer service costs decreased to 6.0% from 6.1% for the third
quarter of 1997 and 1996, respectively. The decrease was due primarily to higher
revenue in the third quarter of 1997 than the same period in 1996, while costs
remained relatively the same.

                                      -8-
<PAGE>
 
     General and administrative expenditures increased 10.8% to $6.9 million for
the third quarter of 1997 from $6.3 million for the third quarter of 1996, due
primarily to the increase cost associated with supporting recent acquisitions.
General and administrative expenses decreased as a percentage of total revenue
to 14.3% in the third quarter of 1997 from 15.2% in the third quarter of 1996.
As the Company continues to add more subscribers, and generates associated
revenue, general and administrative expenses should decrease as a percentage of
total revenues.  There can be no assurance, however, that this forward-looking
statement will not differ materially from actual results due to unforeseen
general and administrative expenses and other factors.

     Depreciation and amortization increased 30.0% to $8.2 million for the third
quarter of 1997 from $6.3 million for the third quarter of 1996.  This increase
was primarily due to the depreciation and amortization associated with recent
acquisitions and additional capital expenditures.  As a percentage of revenue,
depreciation and amortization increased to 16.9% from 15.3% for the third
quarter of 1997 compared to the third quarter of 1996.

     Operating income increased 14.5% to $13.7 million in the third quarter of
1997, from $12.0 million for the third quarter of 1996.  This improvement in
operating results is attributable primarily to increases in revenue which
exceeded increases in operating expenses.

     NET INTEREST EXPENSE, INCOME TAXES AND NET INCOME.  Net interest expense
increased 9.2% to $8.4 million for the third quarter of 1997 versus $7.6 million
for the third quarter of 1996.

     Income tax expense was $2.5 million in the third quarter of 1997 and $0.6
million in the third quarter of 1996 due to the increase in income before income
taxes in 1997 and the fact that all remaining net operating loss carry forwards
were recognized for financial statement purposes in 1996.

     Net income for the third quarter of 1997 was $2.4 million, or $0.09 per
share, compared to net income of $3.0 million, or $0.10 per share, for the third
quarter of 1996.  The decrease in net income is primarily attributable to
increases in income tax expense.



NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1996 OF PREDECESSOR COMPANY


     REVENUE.  Service revenues totaled $134.1 million for the nine months ended
September 30, 1997, an increase of 20.0% over $111.8 million for the nine months
ended September 30, 1996.  This increase was primarily due to a 34.4% increase
in the average number of subscribers to 313,611 as of September 30, 1997 versus
233,261 as of September 30, 1996.  The increase in subscribers is the result of
internal growth, which the Company attributes primarily to its strong sales and
marketing efforts, and recent acquisitions.



     Average monthly revenue per subscriber decreased 7.3% to $47.52 for the
nine months ended September 30, 1997 from $51.28 for the same period in 1996.
This is in part due to the trend, common in the cellular telephone industry,
where, on average, new subscribers are using less airtime than existing
subscribers are.  Therefore, service revenues generally do not increase
proportionately with the increase in subscribers.  In addition, the decline
reflects more competitive rate plans introduced into the Company's markets.

     Equipment sales and installation revenue, which consists primarily of
cellular subscriber equipment sales, increased by 19.9% to $7.6 million for the
nine months ended September 30, 1997 compared to $6.3 million for the same
period in 1996.  The increase is due to the 18.6% increase in gross subscriber
activations in the nine months ended September 30, 1997 compared to the same
period in 1996.  As a percentage of revenue, equipment sales and installation
revenue remained at 5.4% for the nine month ended September 30, 1997 and for the
same period in 1996.

                                      -9-
<PAGE>
 
     OPERATING EXPENSES.  Engineering and technical expenses increased by 21.2%
to $11.5 million for the nine month ended September 30, 1997 from $9.5 million
in the same period 1996, due primarily to the increase in subscribers and recent
acquisitions.  As a percentage of revenue, engineering and technical expenses
remained constant at 8.0% for the nine-month ended September 30, 1997 and 1996,
respectively.  The Company expects engineering and technical expenses to
decrease as a percentage of revenue due to its large component of fixed costs.
There can be no assurance, however, that this forward-looking statement will not
differ materially from actual results due to unforeseen engineering and
technical expenses.

     Other direct costs of services decreased  6.3% to $11.8 million for nine
months ended September 30, 1997 from $12.6 million for the same period in 1996
reflecting the decrease in interconnection costs as a result of the Company's
renegotiation of interconnection agreements with the local exchange carriers
("LECs") in most of the Company's markets.  As a percentage of revenue, these
costs of service decreased to 8.4% from 10.7%, reflecting improved
interconnection agreements with LECs, as well as efficiencies gained from the
growing subscriber base.

     The cost of equipment increased 31.3% to $16.1 million for the nine months
ended September 30, 1997 from $12.3 million for the same period in 1996, due
primarily to the increase in gross subscriber activations for the same period.
The equipment sales margin decreased to (111.6%) for the nine months ended
September 30, 1997 from (93.3%) for the same period in 1996.  In an effort to
address market competition and improve market share, the Company sold more
telephones below cost in the first half of 1997, on average, than in the same
period of 1996.

     Sales and marketing costs increased 26.9% to $11.9 million for the nine
months ended September 30, 1997 from $9.4  million for the same period in 1996.
This increase is primarily due to the 18.6% increase in gross subscriber
activations and the resulting increase in commissions.  As a percentage of total
revenue, sales and marketing costs increased to 8.4% from 8.0% for the nine
months ended September 30, 1997 and 1996, respectively.  The Company's cost to
add a net subscriber, including loss on telephone sales, increased to $510 for
the nine months ended September 30, 1997 from $389 for the same period in 1996.
This increase in cost to add a net subscriber was caused primarily by increased
losses from the Company's sales of cellular telephones and an increase in
commissions and advertising costs.


     Customer service costs increased 31.9% to $8.9 million for the nine months
ended September 30, 1997 from $6.8 million for the same period in 1996.  As a
percentage of revenue, customer service costs increased to 6.3% from 5.7% for
the nine months ended September 30, 1997 and 1996, respectively.  The increase
was due primarily to higher costs for billing support services.

     General and administrative expenditures increased 14.1% to $20.2 million
for the nine months ended September 30, 1997 from $17.7 million for the same
period in 1996, due primarily to the increase in the costs associated with
supporting recent acquisitions.  General and administrative expenses decreased
as a percentage of revenue to 14.2% in the nine months ended September 30, 1997
from 15.0% for the same period in 1996.  As the Company continues to add more
subscribers, and generates associated revenue, general and administrative
expenses should decrease as a percentage of total revenues.  There can be no
assurance, however, that this forward-looking statement will not differ
materially from actual results due to unforeseen general and administrative
expenses and other factors.

     Depreciation and amortization increased 28.3% to $23.3 million for the nine
months ended September 30, 1997 from $18.2 million for the same period in 1996.
This increase was primarily due to the depreciation and amortization associated
with recent acquisitions and additional capital expenditures.  As a percentage
of revenue, depreciation and amortization increased  to 16.5% from 15.4% for the
nine months ended September 30, 1997 and 1996, respectively.

     Operating income increased 19.6% to $38.0 million in the nine months ended
September 30, 1997, from $31.8 million for the same period in 1996.  This
improvement in operating results is attributable primarily to increases in
revenue which exceeded increases in operating expenses.

                                      -10-
<PAGE>
 
     NET INTEREST EXPENSE, INCOME TAXES AND NET INCOME.  Net interest expense
increased 3.4% to $24.5 million from $23.7 million for the nine months ended
September 30, 1997 and 1996.


     Income tax expense was not provided for the three and  nine months ended
September 30, 1997 as the Company expects to recognize sufficient interest
expense as a result of the acquisition to eliminate all income taxes.  The
Company recognized $0.6 million and $1.6 million for the same periods in 1996.

     Net income for the nine months ended September 30, 1997 was $12.4 million,
or $0.45 per share, compared to net income of $4.7 million, or $0.19 per share,
for the same period in 1996.  The increase in net income is primarily
attributable to increases in revenue which exceeded increases in operating
expenses and to the elimination of income tax expense.


LIQUIDITY AND CAPITAL RESOURCES

     On May 23, 1997, Price Communications Wireless, Inc. ("PCW" or
the"Company"), a wholly-owned indirect subsidiary of  Price Communications
Corporation ("PCC"), and Palmer Wireless, Inc. ("Palmer") entered into an
Agreement and Plan of Merger (the "Palmer Merger Agreement") which provides,
among other things, for the merger of PCW with and into Palmer, with Palmer as
the surviving corporation (the "Palmer Merger").  Pursuant to the Palmer Merger
Agreement, PCC has agreed to acquire each issued and outstanding share of common
stock of Palmer for a purchase price of $17.50 per share in cash and to purchase
outstanding options and rights under Palmer's employee and director stock
purchase plans for an aggregate purchase price of $486 million. In addition PCC
has agreed to repay the outstanding indebtedness of Palmer of approximately $378
million. In connection with this transaction, PCW agreed to sell at the
effective time of the Palmer Merger, Palmer's Fort Myers, Florida MSA for $168
million (which generated proceeds to the Company of approximately $166 million)
(the "Fort Myers Sale") and plans to sell its Georgia 1 RSA for approximately
$25 million (the GA-1 Sale"). The Fort Myers Sale and the GA-1 Sale, together
with the Palmer Merger collectively shall be the "Acquisition". The proceeds of
the Fort Myers Sale and the GA-1 Sale will be used to finance a portion of the
acquisition.


     In order to fund the Acquisition and pay related fees and expenses, PCW
issued (the "PCW Offering") $175 million aggregate principal amount of 11  3/4%
Senior Subordinated Notes due 2007 (the "PCW Notes") and entered into a
syndicated senior loan facility providing for term loan borrowings in the
aggregate principal amount of approximately $325 million and revolving loan
borrowings of $200 million (the "New Credit Facility").  Interest on the PCW
Notes is payable semi-annually commencing on January 15, 1998.  The PCW Notes
are unsecured obligations of PCW and are subordinate in right of payment to
senior indebtedness of PCW, including indebtedness under the New Credit
Facility.  The indenture under which the PCW notes were issued imposes certain
limitations on, among other things, the ability of PCW and its subsidiaries to
incur indebtedness and to pay dividends to PCC.  Upon certain Acquisitions of
more than 50% of the ownership of PCC's equity and upon change in the majority
of PCC's Board of Director's over any 12 month period that was not approved by a
majority of the directors at the beginning of such 12 month period, the holders
of the PCW Notes will have the right to cause PCW Notes to be repurchased at
101% of the principal amount thereof, plus accrued interest and unpaid interest
thereon.  PCW has granted certain registration rights with respect to the PCW
Notes.

     At the effective time of the Palmer Merger, PCW borrowed all term loans
available under the New Credit Facility and approximately $120 million of the
revolving loans.  The remaining revolving loans will, subject to a borrowing
base and certain other conditions, be available to fund the working capital
requirements of PCW.  On September 30, 1997, the Company executed the New Credit
Facility.  The New Credit Facility bears interest at a floating rate between
 .25% and 1.75% above the lenders' prime borrowing rate or between 1.25% and
2.75% above the lenders' Euro-dollar base rate, depending on the ratio of the
consolidated total debt to consolidated total earnings before interest, taxes,
depreciation and amortization of the Company and its subsidiaries.  The New
Credit Facility is secured by liens on substantially all of the real and
personal property of the Company and its subsidiaries and contains limitations
on, among other things, the ability of the Company to pay dividends or incur
additional indebtedness and requires the Company to maintain compliance with
certain financial ratios.

     In order to provide financing for the Acquisition and the redemption of the
PIK Preferred Stock and PIK Warrants, held by NatWest Capital Markets Limited,
Price Communications Cellular Holdings, Inc., a 

                                      -11-
<PAGE>
 
wholly-owned subsidiary of PCC and the direct parent of PCW ("Cellular Holding")
has issued (the"Cellular Holdings Offering") units consisting of $153.4 million
in aggregate principal amount of its 13 1/2% Senior Secured Discount Notes due
2007 (the "Cellular Holdings Notes") together with warrants to purchase 527,696
shares of Common Stock at an exercise price of $0.01 per share. The issue price
of the Cellular Holdings Notes (approximately $80 million in the aggregate)
represents yield to maturity of 13 1/2%; cash interest will not begin to accrue
on the Cellular Holdings Notes prior to August 2, 2002 and will first be payable
on February 1, 2003. Approximately $47.5 million of the proceeds of the Cellular
Holdings Offering was used to fund the Acquisition , while the remainder was
used to redeem the PIK Preferred Stock and PIK Warrants. The Cellular Holdings
Notes are guaranteed by a subsidiary of PCC (which in itself does not have any
assets or operations) and are secured by a pledge of the Stock of Cellular
Holdings to repurchase such notes at 101% of the accrued value thereof upon
certain changes of control events parallel to those applicable to the PCW Notes.
The indenture under which the Cellular Holdings Notes were issued, contains
restrictions on, among other things, the payment of dividends and the incurrance
of indebtedness. The holders of the Cellular Holdings Notes have certain
registration rights.

 
OTHER

     Pursuant to an Agreement and Plan of Merger dated May 23, 1997 by and among
Price Communications Corporation ("Price"), Price Communications Wireless, Inc.
and the Company, on October 6, 1997 Price acquired all issued and outstanding
shares of common stock of the Company and outstanding options and rights under
employee and director stock purchase plans for a purchase price of $17.50 per
share in cash.

     Following this merger, the common stock of the Company ceased to be
authorized to be quoted on the NASDAQ Stock Market and became eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934.



INFLATION

     The Company believes that inflation affects its business no more than it
generally affects other similar businesses.

                                      -12-
<PAGE>
 
                                    PART II
                                        

                               OTHER INFORMATION
                                        

Item 1.  Legal Proceedings

     None.

Item 2.  Changes in Securities

     None.

Item 3.  Defaults Upon Senior Securities

     None.

Item 4.  Submission of Matters to a Vote of Security Holders

     None.

Item 5.  Other Information

     None.

Item 6.  Exhibits and Reports on Form 8-K

<TABLE> 
<CAPTION> 
     (a)  Exhibits

       Exhibit
       Number                                    Description
       ------                                    ------------
<S>                              <C> 
       10.1                      Fort Myers Sale Agreement. Incorporated by reference
                                 to Form 4 filed on November 7, 1997.
                                 
       10.2                      Asset Purchase Agreement dated October 21, 1997 by and
                                 between MJ Cellular Company, L.L.C., PCC and the
                                 Company. Incorporated by reference to Form S-4 filed
                                 on November 7, 1997.
                                 
       10.3                      Employment Agreement with William J. Ryan.
                                 Incorporated by reference to Form S-4 filed on
                                 November 7, 1997.
                                 
       10.4                      Employment Agreement with M. Wayne Wisehart.
                                 Incorporated by reference to Form S-4 filed on
                                 November 7, 1997.
                                 
       10.5                      Employment Agreement with K. Patrick Meehan.
                                 Incorporated by reference to Form S-4 filed on
                                 November 7, 1997.
                                 
       (b)  Reports on Form 8-K                   


        None.
</TABLE> 

                                     -13-
<PAGE>
 
SIGNATURES


          Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has fully caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

PRICE COMMUNICATIONS WIRELESS, INC.

Date:  November 14, 1997          By:   /s/ Robert Price
                                     ----------------------
                                            Robert Price
                                            Chairman of the Board

 



Date:  November 14, 1997          By:     /s/ M. Wayne Wisehart
                                      --------------------------   
                                          M. Wayne Wisehart
                                       Vice President, Treasurer
                                      and Chief Financial Officer

                                      -14-