Exhibit A

                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                       PRICE COMMUNICATIONS WIRELESS, INC.

            FIRST: The name of the Corporation is Price Communications Wireless,
Inc.

            SECOND: The registerd office of the Corporation shall be located at
1013 Centre Road, Wilmington, Delaware 19805 in the County of New Castle. The
registered agent of the Corporation at such address shall be Corporation Service
Company.

            THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware (the "Delaware General Corporation
Law"). the Corporation shall have all power necessary or helpful to engage in
such acts and activities.

            FOURTH: The total number of shares of common stock that the
Corporation shall have the authority to issue is 3,000 shares, of which 1,500
shall be classified as shares of Class A Common Stock, par value $0.01 per share
("Class A Common Stock") and 1,500 shall be classified as shares of Class B
Common Stock, par value $0.01 per share ("Class B Common Stock"). (The Class A
Common Stock and Class B Common Stock are sometimes referred to collectively as
the "Common Stock.")

            Except as provided herein, each share of Class A Common Stock and
Class B Common Stock shall have the same relative rights as and be identical in
in all respects as to all matters. Each holder of shares of Class A Common Stock
and Class B Common Stock shall be entitled to attend all special and annual
meetings of the stockholders of the Corporation. On all matters upon which
stockholders are entitled or permitted to vote, every holder of Class A Common
Stock shall be entitled to cast one (1) vote in person or by proxy for each
outstanding share of Class A Common Stock standing in such holders's name on the
transfer books of the Corporation, and every holder of Class B Common Stock
shall be entitled to cast five (5) votes in person or by proxy for each
outstanding share of Class B Common Stock standing in such holder's name on the
transfer books of the Corporation. Except as otherwise provided in this
Certificate of Incorporation or by applicable law, the holders of shares of
Class A Common Stock and Class B Common Stock shall vote together as a single
class.

            FIFTH: To the extent permitted by law, the Corporation shall fully
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding (whether
civil, criminal, administrative or investigative)



            SIXTH: That a copy of the Merger Agreement will be furnished by the
surviving corporation, on request and without cost, to any stockholder of the
constituent corporations.

            IN WITNESS WHEREOF, Palmer Wireless, Inc. has caused this
Certificate of Merger to be signed by William J. Ryan, its authorized officer,
this 6th day of October 1997.

                                    PALMER WIRELESS, INC.


                                    By: /s/ William J. Ryan
                                        ----------------------------------
                                    Name: William J. Ryan
                                    Title: President and Chief Executive Officer


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