SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                               -------------------

                                    FORM 10-Q
(Mark One)
   |X|         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 1998
                                       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 1-14108


                           360 COMMUNICATIONS COMPANY
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)


                                   47-0649117
                      (I.R.S. Employer Identification No.)


                              8725 W. Higgins Road
                                Chicago, Illinois
                                   60631-2702
                                 (773) 399-2500
          (Address and telephone number of principal executive offices)



       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


       On May 5, 1998,  121,416,327 shares of the registrant's Common Stock were
outstanding.


<PAGE>


                                TABLE OF CONTENTS


                          PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements.................................................1

Item 2.   Management's Discussion and Analysis of Financial Condition and 
          Results of Operations................................................6


                           PART II. OTHER INFORMATION

Item 1.   Legal Proceedings...................................................11

Item 2.   Changes in Securities ...............................................*

Item 3.   Defaults Upon Senior Securities......................................*

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

Item 5.   Other Information....................................................*

Item 6.   Exhibits and Reports on Form 8-K....................................11
---------------
* No reportable information under this item.


When used in this Report, the words "intends,"  "expects," "plans," "estimates,"
"projects,"  "believes,"  "anticipates," and similar expressions are intended to
identify forward-looking statements.  Specifically,  statements included in this
Report that are not historical facts,  including  statements about the Company's
beliefs and expectations about continued market and industry growth, and ability
to maintain existing churn, customer growth and increased penetration rates, are
forward-looking   statements.   Such   statements   are  subject  to  risks  and
uncertainties  that could cause actual results or outcomes to differ materially.
Such risks and  uncertainties  include,  but are not  limited  to, the degree to
which the Company is leveraged and the restrictions imposed on the Company under
its existing debt instruments that may adversely affect the Company's ability to
finance its future operations, to compete effectively against better capitalized
competitors and to withstand downturns in its business or the economy generally;
the continued downward pressure on the prices charged for cellular equipment and
services resulting from increased competition in the Company's markets; the lack
of assurance  that the  Company's  ongoing  network  improvements  and scheduled
implementation  of digital  technology in its markets will be sufficient to meet
or exceed the capabilities and quality of competing networks;  the effect on the
Company's  operations and financial  performance of changes in the regulation of
cellular activities; the degree to which the Company incurs significant costs as
a result of cellular fraud; a significant  delay in the expected  closing of the
proposed  merger  between  the  Company  and ALLTEL  Corporation;  and the other
factors  discussed in the  Company's  filings with the  Securities  and Exchange
Commission,  including the factors  discussed  under the headings  "Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations -
Impact of the Year 2000 Issue" in the  Company's  Annual Report on Form 10-K for
the fiscal  year ended  December  31,  1997 and  "Certain  Risk  Factors" in the
Information Statement set forth as Exhibit 99 to the Company's Form 10 (File No.
1-14108),   which  sections  are  hereby   incorporated  by  reference   herein.
Forward-looking  statements  included in this  Report  speak only as of the date
hereof  and the  Company  undertakes  no  obligation  to revise  or update  such
statements  to  reflect  events or  circumstances  after  the date  hereof or to
reflect the occurrence of unanticipated events.


                                        i
<PAGE>
                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements.

                   360 COMMUNICATIONS COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)



                                                        March 31,   December 31,
            ASSETS                                        1998         1997
            ------                                    ------------ ------------
Current Assets                                         (Unaudited)
Cash and cash equivalents                             $     7,123  $     3,471
Accounts receivable, less allowances
  of $6,187 and $6,602,  respectively                      93,036      100,472
Other receivables                                          27,707       26,981
Unbilled revenue                                           35,087       35,618
Inventory                                                  26,590       34,354
Deferred income taxes                                      15,932       15,220
Prepaid expenses and other                                  8,976       14,051
                                                      ------------ ------------
    Total current assets                                  214,451      230,167
                                                      ------------ ------------

Property, plant and equipment                           1,782,963    1,750,097
Less: accumulated depreciation                            603,721      561,140
                                                      ------------ ------------
Property, plant and equipment, net                      1,179,242    1,188,957
                                                      ------------ ------------

Investments in unconsolidated entities                    484,575      459,669
Intangibles, net                                        1,036,109    1,045,007
Other assets                                               21,857       18,124
                                                      ------------ ------------
    Total assets                                      $ 2,936,234  $ 2,941,924
                                                      ============ ============

            LIABILITIES AND SHAREOWNERS' EQUITY
            -----------------------------------
Current Liabilities
Trade accounts and other payables                     $   161,807  $   241,127
Short-term borrowings                                      20,400       18,150
Advance billings                                           32,450       31,779
Accrued taxes                                              39,823       17,846
Accrued agent commissions                                   8,960       11,923
Other                                                      30,303       46,386
                                                      ------------ ------------
    Total current liabilities                             293,743      367,211
                                                      ------------ ------------

Long-term debt                                          1,845,400    1,825,347
                                                      ------------ ------------

Deferred Credits and Other Liabilities
Deferred income taxes                                      63,804       60,470
Postretirement and other benefit obligations                6,495        6,347
                                                      ------------ ------------
    Total deferred credits and other liabilities           70,299       66,817
                                                      ------------ ------------

Minority interests in consolidated entities               171,386      173,248
                                                      ------------ ------------

Shareowners' Equity
Common stock ($.01 par value: 1,000,000,000 shares 
  authorized issued and outstanding 121,334,314 shares
  in 1998 and 121,267,127 shares in 1997)                   1,233        1,233
Additional paid-in capital                                774,943      774,938
Accumulated deficit                                      (185,317)    (229,437)
Treasury Stock, at cost (2,029,834 shares in 1998 and
  2,097,021 shares in 1997)                               (35,453)     (37,433)
                                                      ------------ ------------
    Total shareowners' equity                             555,406      509,301
                                                      ------------ ------------
    Total liabilities and shareowners' equity         $ 2,936,234  $ 2,941,924
                                                      ============ ============


    The accompanying  Notes are an integral part of the Consolidated  Financial
Statements.

                                       1

<PAGE>

                   360 COMMUNICATIONS COMPANY AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share amounts)
                                   (Unaudited)
                                                       For the Three Months
                                                          Ended March 31,
                                                    --------------------------
                                                        1998          1997
                                                    -----------   ------------
Operating Revenues
Service revenues                                    $  341,575    $   293,970
Equipment sales                                         13,260         12,876
                                                    -----------   ------------
     Total operating revenues                          354,835        306,846
                                                    -----------   ------------

Operating Expenses
Cost of service                                         40,792         41,489
Cost of equipment sales                                 28,434         28,449
Other operations expense                                17,873         14,993
Sales, marketing and advertising expenses               56,386         60,581
General, administrative and other expenses              81,673         73,092
Depreciation and amortization                           49,833         45,529
                                                    -----------   ------------
     Total operating expenses                          274,991        264,133
                                                    -----------   ------------

Operating Income                                        79,844         42,713
Interest expense                                       (33,259)       (31,190)
Minority interests in net income
   of consolidated entities                            (13,647)        (9,709)
Equity in net income of
   unconsolidated entities                              16,174         13,163
Other income, net                                       30,536          3,014
                                                    -----------   ------------
Income before income taxes                              79,648         17,991
Income tax expense                                      35,528          8,546
                                                    -----------   ------------
     Net income                                     $   44,120    $     9,445
                                                    ===========   ============

Basic and diluted earnings per share                $     0.36    $      0.08
                                                    ===========   ============

Weighted average shares
   outstanding                                         121,287        123,309
                                                    ===========   ============


   The accompanying  Notes are an integral part of the Consolidated  Financial
Statements.

                                       2

<PAGE>

                   360 COMMUNICATIONS COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)


                                                           For the Three Months
                                                              Ended March 31,
                                                           --------------------
                                                               1998      1997
                                                           --------- ----------
Operating Activities
Net income                                                 $ 44,120  $   9,445
Adjustments to reconcile net income to net
  cash provided by (used for) operating activities:
     Depreciation and amortization                           49,833     45,529
     Deferred income taxes                                   12,249      2,161
     Gain on sale of cellular investments                   (30,506)    (3,029)
     Equity in net income of unconsolidated
       entities, net of distributions                        (8,846)    (7,803)
     Minority interests in net income of
       consolidated entities                                 13,647      9,709
     Changes in operating assets and liabilities,
      excluding acquisitions
        Receivables, net                                      7,967     15,170
        Other current assets                                 12,113     (4,389)
        Trade accounts and other payables                   (63,087)   (75,932)
        Accrued expenses and other
            current liabilities                             (11,440)    (7,763)
        Noncurrent assets and liabilities, net               (2,907)    (1,112)
     Other, net                                                 615      1,178
                                                           --------- ----------
Net Cash Provided by (Used for) Operating Activities         23,758    (16,836)
                                                           --------- ----------

Investing Activities
Capital expenditures                                        (32,544)   (23,273)
Acquisitions of additional interests in 
 consolidated entities                                      (14,284)   (24,812)
Divestitures of cellular investments                         15,199      3,888
                                                           --------- ----------
Net Cash Used for Investing Activities                      (31,629)   (44,197)
                                                           --------- ----------

Financing Activities
Net payments under bank revolving credit facility           (80,000)  (100,000)
Proceeds from long-term debt                                100,000    200,000
Debt issuance costs                                            (856)    (1,609)
Net short-term borrowings (payments)                          2,250    (30,000)
Distributions to minority investors                         (10,383)    (2,040)
Other, net                                                      512        798
                                                           --------- ----------
Net Cash Provided by Financing Activities                    11,523     67,149
                                                           --------- ----------

Increase in Cash and Cash Equivalents                         3,652      6,116
Cash and Cash Equivalents at Beginning of Period              3,471      2,554
                                                           --------- ----------
Cash and Cash Equivalents at End of Period                 $  7,123  $   8,670
                                                           ========= ==========


    The accompanying  Notes are an integral part of the Consolidated  Financial
Statements.

                                        3

<PAGE>


                   360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

          NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS


1.  Basis of Consolidation and Presentation

     360  Communications   Company  and  Subsidiaries  (the  "Company")  provide
wireless voice and data  telecommunications  services.  The Company also markets
residential long distance and paging services in the states in which the Company
provides wireless service. The Company operates as a general and limited partner
and majority owner of cellular systems in various metropolitan and rural service
areas and as a limited  minority  partner or manager in other cellular  systems.
The  Company  operates  in four  regions  in the  United  States:  Mid-Atlantic,
Midwest, Southeast and West.

     The accompanying  consolidated financial statements include the accounts of
the Company and its wholly owned and  majority-owned  subsidiaries.  The assets,
liabilities  and  results of  operations  of  entities  (both  corporations  and
partnerships)  in  which  the  Company  has a  controlling  interest  have  been
consolidated.  The ownership interests of noncontrolling owners in such entities
are  reflected  as  minority  interests.  The  Company  accounts  for all  other
investees using the equity method of accounting.  All  significant  intercompany
accounts and transactions have been eliminated.

     The  unaudited  consolidated  financial  statements  have been  prepared in
conformity with generally  accepted  accounting  principles and are presented in
accordance  with the  rules  and  regulations  of the  Securities  and  Exchange
Commission  applicable  to  interim  financial  information.  In  the  Company's
opinion, the unaudited consolidated financial statements include all adjustments
necessary to present fairly the financial position and results of operations for
each interim period  presented.  All such  adjustments are of a normal recurring
nature.  These  financials  should be read in conjunction  with the consolidated
financial  statements,  including the notes  thereto,  included in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997.

2.  Merger Agreement with ALLTEL Corporation

     On March 16, 1998, the Company entered into an Agreement and Plan of Merger
with ALLTEL Corporation ("ALLTEL") and Pinnacle Merger Sub, Inc., a wholly owned
subsidiary of ALLTEL,  pursuant to which each outstanding share of the Company's
common  stock  will be  converted  into the right to  receive  .74 of a share of
ALLTEL common stock,  par value $1.00 per share.  The transaction is expected to
be accounted for as a pooling-of-interests. Upon consummation of the merger, the
Company will become a wholly owned  subsidiary  of ALLTEL.  Consummation  of the
merger  is  subject  to  certain  conditions,  including  the  approval  by  the
respective  shareowners  of the  Company  and ALLTEL and the receipt of required
regulatory approvals. Pending the receipt of such approvals, the Company expects
to complete the merger in the third quarter of 1998.

3.  Earnings Per Share

     Basic earnings per share amounts were computed  using the weighted  average
number of shares  outstanding,  excluding  common  stock  equivalents,  totaling
121,286,725  and 123,309,453 for the three months ended March 31, 1998 and 1997,
respectively.  Diluted  earnings  per  share  amounts  were  computed  using the
weighted   average  number  of  shares   outstanding,   including  common  stock
equivalents,  totaling  121,687,065  and  123,422,149 for the three months ended
March 31, 1998 and 1997, respectively.  Options to purchase approximately 80,000
and 418,000  shares of common  stock at March 31,  1998 and 1997,  respectively,
were excluded  from the  computation  of diluted  earnings per share because the
effect was antidilutive.


                                       4
<PAGE>


4.  Comprehensive Income

     The  Company  has  adopted  Statement  of  Financial  Accounting  Standards
("SFAS") No. 130, "Reporting Comprehensive Income." This statement requires that
all items recognized  under accounting  standards as components of comprehensive
income be reported in a full set of general purpose  financial  statements.  The
Company does not have any components of comprehensive income to report.

5.  Acquisitions and Divestitures

     On February 27, 1998, the  divestiture  of the Company's  27.9% interest in
the Omaha,  Nebraska,  cellular  market was  completed  through  the sale of its
interest  in the  Omaha  Cellular  General  Partnership.  This  divestiture  was
initiated  by the  managing  partner's  exercise  of an  option to  acquire  the
Company's interest pursuant to a preexisting agreement. The Company recognized a
gain of  $30.5  million  in other  income  ($18.1  million,  net of tax) on this
transaction. Also on February 27, 1998, the Company acquired a minority interest
in one of its controlled markets.

     During  the  first  and  second  quarters  of 1997,  the  Company  divested
ownership interests in certain unconsolidated  entities as well as in one of its
controlled markets. During the second quarter of 1997, the Company and BellSouth
Corporation  ("BellSouth") combined their interests in two partnerships that own
and control cellular licenses and operations in Richmond, Virginia, and Orlando,
Florida.  The resulting  partnership is owned approximately 75% by BellSouth and
25% by the Company, with the Company assuming management responsibilities of the
cellular  operations  in Richmond.  In  connection  with this  transaction,  the
Company  contributed  $80 million to the  resulting  partnership.  In 1997,  the
Company  acquired  minority  interests in 15 of its  controlled  markets,  which
increased its ownership interest to 100% in 10 of those markets.

6.  Income Taxes

     Excluding  the tax  effects  associated  with  the  gain  on the  sale of a
cellular  investment,  the estimated annual effective tax rate was 47.0% for the
three months  ended March 31, 1998,  differing  from the  statutory  rate due to
nondeductible amortization of goodwill and state income tax expense.



                                       5

<PAGE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.


General

      The following is a discussion  and analysis of the  historical  results of
operations   and  financial   condition  of  360   Communications   Company  and
Subsidiaries  (the  "Company")  and factors  affecting the  Company's  financial
resources.  This discussion  should be read in conjunction with the consolidated
financial  statements,  including  the notes  thereto,  set forth  herein  under
"Financial  Statements"  and the  Company's  Annual  Report on Form 10-K for the
fiscal year ended December 31, 1997.  This discussion  contains  forward-looking
statements  which  are  qualified  by  reference  to,  and  should  be  read  in
conjunction with, the Company's discussion regarding forward-looking  statements
as set forth herein under "Forward-Looking Statements."

Merger Agreement with ALLTEL Corporation

     On March 16, 1998, the Company entered into an Agreement and Plan of Merger
(the  "Merger  Agreement")  with  ALLTEL  Corporation,  a  Delaware  corporation
("ALLTEL"),  and Pinnacle Merger Sub, Inc., a Delaware  corporation and a wholly
owned  subsidiary of ALLTEL  ("Merger  Sub"),  pursuant to which Merger Sub will
merge with and into the Company (the "Merger").  As a result of the Merger,  (a)
each outstanding share of the Company's common stock (other than shares owned by
ALLTEL or Merger Sub or held by the Company) will be converted into the right to
receive .74 of a share of the common stock, par value $1.00 per share, of ALLTEL
and (b) the Company will become a wholly owned subsidiary of ALLTEL.

     Consummation of the merger is subject to certain conditions,  including the
approval of the Merger by the  respective  shareowners of the Company and ALLTEL
and the receipt of required  regulatory  approvals.  Pending the receipt of such
approvals,  the Company  expects to complete the merger in the third  quarter of
1998.  The  Merger  Agreement  may be  terminated  under  certain  circumstances
relating  to a third  party  offer to acquire  the  Company,  in which event the
Company  will be obligated  to pay to ALLTEL a  termination  fee of $100 million
(the "Termination Fee").

     Concurrently  with the execution of the Merger  Agreement,  the Company and
ALLTEL  entered into a Stock Option  Agreement  (the "Stock  Option  Agreement")
whereby the Company granted to ALLTEL an option (the "Option") to purchase up to
19.9%  of the  number  of  shares  of the  Company's  common  stock  issued  and
outstanding  immediately  prior  to  the  grant  of  the  Option  (approximately
24,140,553  shares)  at an  exercise  price of  $33.90  per  share  (subject  to
adjustment in certain  circumstances).  The Option is exercisable by ALLTEL only
in the event that  ALLTEL  becomes  entitled  to receive  the  Termination  Fee.
Concurrently  with any  exercise  of the  Option,  the Company has the option to
repurchase from ALLTEL,  at a price of $35.90 per share,  any shares issued upon
the exercise of the Option.

     The Merger is expected to be accounted  for as a  pooling-of-interests.  If
the Merger is consummated,  the Company's common stock will be delisted from the
New York Stock Exchange, the Pacific Exchange and the Chicago Stock Exchange and
will be deregistered under the Securities Exchange Act of 1934, as amended.

Results of Operations

Customer Growth Rate

      The Company's number of cellular customers increased to 2,644,000 at March
31, 1998, from 2,281,000 at March 31, 1997,  resulting in a 15.9% increase.  For
the three  months  ended March 31, 1998 and 1997,  the Company  added 61,000 and
125,000  customers,   respectively,   through  internal  growth.  The  Company's
penetration  rate,  which  is the  number  of  customers  divided  by the  total
population  in its  licensed  service  areas,  reached  10.79% at March 31, 1998
compared  to 9.36% at March 31,  1997.  The  average  monthly  rate of  customer
disconnects,  customer churn, was 1.97% and 1.87%, during the three months ended
March 31, 1998 and 1997, respectively.


                                       6
<PAGE>


Service Revenues

         Service  revenues  increased  16.2% in the three months ended March 31,
1998, when compared to the corresponding 1997 period, principally from growth in
the number of cellular customers.  Expanded distribution,  increased promotional
activity,  and improved consumer  awareness of wireless  communications  are key
factors contributing to the Company's customer growth.

      Consistent  with  the  rest of the  cellular  industry,  the  Company  has
experienced  increased  penetration in the consumer market,  fueled by declining
cellular telephone  equipment prices and increased  promotional  activities,  an
increased awareness of wireless communications, widespread distribution channels
in  consumer-oriented   retail  locations  and  expanded  network  coverage  and
capacity.  The  Company  expects  this trend to  continue.  Service  revenue per
average  customer per month  declined 1% to $43.46 from $43.91  during the three
months ended March 31, 1998 and 1997, respectively.  New customers generally use
less airtime than existing  customers,  causing the average  service revenue per
customer per month to decline. Also impacting the decline in the average service
revenue per  customer  per month was an increase in  promotional  activities  in
1998.  Promotional  activities,  which  includes  free  minutes and free access,
increased  to 4.4% of service  revenues  from 3.7% of service  revenues  for the
three  months  ended  March  31,  1998  and  1997,  respectively.   The  Company
implemented  marketing  and sales  strategies  to manage  the rate of decline of
service revenue per average customer per month. The Company expects that service
revenue per average  customer  per month will  continue to decline,  at a slower
rate, as penetration rates continue to increase.

      Roaming airtime minutes  increased during the three months ended March 31,
1998, while roaming revenues as a percent of service revenues have declined. The
Company expects that roaming rates between  carriers will continue to be reduced
which may reduce revenues  derived from cellular service users who roam into the
Company's  systems.  The Company  expects roaming airtime to increase as reduced
roaming rates between carriers ultimately are passed on to customers.

      Future  revenue  growth  will be  impacted  by the  Company's  success  in
maintaining customer growth in existing markets;  increasing usage per customer,
increasing  availability  of a variety of enhanced  services and  products;  and
acquiring additional cellular  communications  systems to further strengthen its
existing  regional  clusters.  The growth rate of new  customers  is expected to
decline as the  Company's  customer  base  grows.  Revenue  growth  will also be
impacted by the  Company's  long  distance  and paging  businesses.  The Company
currently markets residential long distance and paging services in the states in
which the Company provides wireless service.

Cost of Service

      Cost of service as a percent of service  revenues  was 11.9% and 14.1% for
the three  months  ended March 31, 1998 and 1997,  respectively.  A reduction in
unbillable fraudulent roaming activities,  renegotiated wholesale roaming rates,
renegotiated long distance contracts in 1997, and reduced  interconnection rates
paid to local  telephone  companies  were key factors  favorably  impacting  the
decline  in cost of service as a percent  of  service  revenues.  Long  distance
telecommunications  and operator  services are provided to the company by Sprint
Corporation based on terms and conditions of contracts governing such charges.

      Unauthorized usage of customers'  telephone numbers resulted in unbillable
fraudulent  roaming  activities  that  approximated  0.2%  and  4.0% of  service
revenues for the three months ended March 31, 1998 and 1997,  respectively.  The
increase in unbillable  fraudulent roaming activities for the three months ended
March 31,  1997 was the result of a  significant  increase in the level of fraud
activity  in several  markets  during  the fourth  quarter of 1996 and the first
quarter of 1997.  The  Company  believes  it will  continue  to be  impacted  by
fraudulent  roaming activities in the future and continues to proactively invest
in new systems and technologies to mitigate the occurrence of cellular fraud.

Cost to Acquire New Customers

      Cost to acquire a new  cellular  customer  was $324 and $290 for the three
months ended March 31, 1998 and 1997, respectively.  The increase in the cost to
acquire a new  cellular  customer  was  principally  the  result of costs  being
distributed  over a lower  number of  acquired  customers  when  compared to the
corresponding  prior period.  Also  contributing  to the increase in the cost to
acquire was  increased  sales from  external  distribution  channels  which were
somewhat mitigated by a continued reduction in the wholesale prices for cellular
phones.


                                       7
<PAGE>

      To improve sales and reduce costs associated with acquiring new customers,
the Company  continues  to strive for more  dependence  upon its own sales force
working out of Company  retail  outlets and kiosks located in shopping malls and
other non-company  owned retail locations.  Incremental sales costs at a Company
retail store or kiosk are significantly  lower than commissions paid to national
dealers.  Although  the Company  intends to continue to support its large dealer
network,  continued  increases  in its  own  retail  distribution  channels  are
planned.  The Company has  experienced  little change in churn levels,  a factor
further contributing to the Company's ability to manage the costs of maintaining
and growing its customer base. The Company is unable to anticipate the impact of
the cost to add new customers as savings  associated  with the transition to the
use of internal sales  distribution  channels levels off, the growth rate of new
customers declines and competition for local and national dealers intensifies.

Other Operations Expense and General Administrative and Other Expenses

      Other operations  expense and general,  administrative  and other expenses
increased  principally due to growth in the cellular  customer base.  During the
three  months  ended  March 31,  1998 and 1997,  these  expenses as a percent of
service  revenues  were  29.1%  and  30.0%,   respectively.   This  decrease  is
attributable to economies of scale realized as a result of customer growth.

Depreciation and Amortization

      Acquisitions of cellular communications systems generate intangible assets
such as Federal  Communications  Commission license costs and goodwill which are
amortized  over 40  years.  During  the  three  months  ended  March  31,  1998,
amortization expense decreased 8.2% when compared to the corresponding period in
1997 due to a  reduction  in the  amount  of  amortizable  goodwill  related  to
cellular  properties  acquired  in the  fourth  quarter  of  1996.  The  Company
periodically  assesses the ongoing value of these intangible  assets and expects
the carrying amounts to be fully recoverable.

      During  the three  months  ended  March  31,  1998,  depreciation  expense
increased 13.3% when compared to the corresponding  period in 1997. The increase
in depreciation expense is primarily due to additional capital investment in the
Company's network. Depreciation expense as a percent of service revenues for the
three months ended March 31, 1998 and 1997 was 12.4% and 12.7%, respectively.

Interest Expense

      Interest  expense  increased in the three months ended March 31, 1998 when
compared to the corresponding  prior year period due to an increase in borrowing
levels.  The annualized  average  interest rate for the three months ended March
31, 1998 and 1997, was 7.2% and 7.1%,  respectively.  Current borrowings consist
of $450 million of 7 1/8% Senior  Notes due 2003,  $450 million of 7 1/2% Senior
Notes due 2006, $200 million of 7.6% Senior Notes due 2009,  approximately  $128
million of 9%  subordinated  promissory  notes and borrowings  under a revolving
credit  facility  ("Credit  Facility")  with interest  rates based on the London
Interbank  Offered  Rate  plus  50  basis  points.  The  Company  also  utilizes
short-term borrowings based on market interest rates.  Additionally,  on January
13, 1998,  the Company  issued $100 million of 6.65% Senior Notes due 2008,  the
proceeds of which were used to pay down borrowings under the Credit Facility.

Minority Interests in Net Income of Consolidated Entities

      Minority interests in net income of consolidated entities represents other
investors'  interests in the operating  results of cellular systems in which the
Company has a  controlling  interest.  The  increase  for the three months ended
March 31,  1998 when  compared  to the same period last year was due to improved
operating results.

Equity in Net Income of Unconsolidated Entities

      Equity in net income of unconsolidated  entities  represents the Company's
share of  operating  results of cellular  systems in which the Company  does not
have a  controlling  interest.  Equity  earnings  increased for the three months
ended March 31, 1998,  when  compared to the prior year  period,  primarily as a
result of increased income generated by minority cellular investments in markets
that continue to mature.  Income generated by minority cellular  investments may
not  continue to grow at the pace  experienced  in prior years due to  increased
competition in the higher populated urban markets and the Company's  strategy to
exchange its minority cellular  investments for increased ownership interests in
its controlled markets or other markets in which it could obtain control.


                                       8

<PAGE>

Income Taxes

      The  Company's  income tax expense  increased  for the three  months ended
March 31, 1998,  when  compared to the  corresponding  period in 1997 due to the
increase in pre-tax income in 1998.

Competition

      Cellular  carriers compete  primarily  against the other  facilities-based
cellular carrier in each market. However, companies with Personal Communications
Services  ("PCS")  licenses also offer their products and services in several of
the  Company's  service  areas.  The Company has prepared  for this  competitive
environment by enhancing its networks, expanding its service territory, offering
new features, products and services to its customers and simplifying its pricing
of  services.  The Company  believes  it will  benefit  from its  position as an
incumbent  provider  in the  cellular  industry  with a  high  quality  network,
extensive  geographic  footprint  that  is  not  capacity  constrained,   strong
distribution  channels,  superior customer service and an experienced management
team.  However,  there can be no assurance that these  measures will  completely
mitigate the  pressures  associated  with the expected  increase in the level of
competition.

Liquidity and Capital Resources

Cash Flows - Operating Activities

      The increase in net cash  provided by operating  activities  for the three
months ended March 31, 1998 was  primarily  due to improved  operating  results,
cash flows generated from changes in working capital and an increase in deferred
income  taxes  which was  partially  offset by the gain on the sale of  cellular
investments.

Cash Flows - Investing Activities

      Capital  expenditures  were $32.5  million and $23.3 million for the three
months ended March 31, 1998 and 1997,  respectively.  Total capital expenditures
for the  calendar  year 1998 are  projected  to be $270  million.  In 1997,  the
Company  initiated  installation  of  CDMA  digital  technology  in the  greater
Raleigh, North Carolina, service area. The Company expects to begin commercially
offering  digital  service to its customers in Raleigh in the second  quarter of
1998.

      On a limited basis,  the Company has increased its ownership  interests in
certain of its controlled markets.  To the extent feasible,  the Company intends
to exchange some or all of its minority  investments in cellular  communications
systems for  increased  ownership  interests  in its  controlled  markets or for
ownership interests in new markets in which it could obtain control.  See Note 5
of Notes to Consolidated  Financial  Statements for a discussion of acquisitions
and divestitures.

Cash Flows - Financing Activities

      As part of its cash management  program,  the Company utilizes  short-term
borrowings   based  on  market   interest   rates  to  support  its  daily  cash
requirements.  The  aggregate  amount of these  borrowings  is  limited  to $100
million under certain debt covenants.

      In the first quarter of 1998, the Company issued $100 million in aggregate
principal  amount of its 6.65% Senior Notes due 2008. The net proceeds  received
by the  Company  from the sale of these  debt  securities  were  used to repay a
portion of the Company's  long-term  indebtedness  outstanding  under the Credit
Facility.

      In the first quarter of 1997, the Company issued $200 million in aggregate
principal amount of its 7.6% Senior Notes due 2009. The net proceeds received by
the Company from the sale of these debt  securities were used to repay a portion
of the Company's long-term indebtedness outstanding under the Credit Facility.


                                       9

<PAGE>


Liquidity and Capital Requirements

      Substantial  capital is  required  to expand  and  operate  the  Company's
existing  cellular  systems  and to acquire  interests  in  additional  cellular
systems.  The Company has  increased  borrowings to the extent its existing cash
needs have not been met  through  existing  cash  resources  and cash flows from
operations.  Existing cash resources,  internally generated funds and borrowings
have been used to meet the Company's capital requirements.

      The Company expects to make capital expenditures,  excluding acquisitions,
of  approximately  $270  million  in 1998.  Funding  for these  expenditures  is
expected to be  substantially  derived  from cash flows from  operations.  These
expenditures will be made to expand and enhance existing  cellular systems,  and
to deploy digital technology.

      The Company expects that it will need to raise additional funds to finance
acquisition activities.  Such acquisition activities may include acquisitions of
new  cellular  communications  systems or  additional  investments  in  cellular
communications systems in which the Company already holds an ownership interest.
The Company may utilize  existing cash  resources,  borrowings  under the Credit
Facility and the issuance of debt securities to meet these funding requirements.

      The Company  believes  that it will have the needed  access to the capital
markets on suitable terms and that,  together with  borrowings  under the Credit
Facility,  the issuance of debt  securities and net cash provided by operations,
it will have sufficient  capital to meet its projected funding  requirements for
operations in 1998 and thereafter. The Company currently does not intend to seek
funding from other sources during 1998. There can be no assurance that access to
the capital markets can be obtained in amounts and on terms adequate to meet its
objectives or that the borrowings or net cash from  operations  will be adequate
to meet the Company's projected funding requirements.

      At March 31, 1998, the Company had $520 million of borrowings  outstanding
under the Credit  Facility and was not  restricted  or limited in its  borrowing
capacity.

Forward-Looking Statements

     When  used  in  this  Report,  the  words  "intends,"  "expects,"  "plans,"
"estimates," "projects," "believes,"  "anticipates," and similar expressions are
intended  to  identify  forward-looking  statements.  Specifically,   statements
included in this  Report that are not  historical  facts,  including  statements
about the Company's beliefs and expectations about continued market and industry
growth,  and ability to maintain  existing churn,  customer growth and increased
penetration rates, are forward-looking  statements.  Such statements are subject
to risks and uncertainties that could cause actual results or outcomes to differ
materially.  Such risks and uncertainties  include,  but are not limited to, the
degree to which the Company is  leveraged  and the  restrictions  imposed on the
Company  under its  existing  debt  instruments  that may  adversely  affect the
Company's  ability to  finance  its future  operations,  to compete  effectively
against  better  capitalized  competitors  and  to  withstand  downturns  in its
business or the economy generally; the continued downward pressure on the prices
charged for cellular equipment and services resulting from increased competition
in the  Company's  markets;  the lack of assurance  that the  Company's  ongoing
network  improvements and scheduled  implementation of digital technology in its
markets will be  sufficient  to meet or exceed the  capabilities  and quality of
competing  networks;  the  effect  on the  Company's  operations  and  financial
performance of changes in the regulation of cellular  activities;  the degree to
which the Company  incurs  significant  costs as a result of cellular  fraud;  a
significant  delay in the expected  closing of the proposed  merger  between the
Company and ALLTEL Corporation; and the other factors discussed in the Company's
filings with the  Securities  and  Exchange  Commission,  including  the factors
discussed under the headings "Management's  Discussion and Analysis of Financial
Condition  and  Results of  Operations  - Impact of the Year 2000  Issue" in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997
and "Certain Risk Factors" in the Information  Statement set forth as Exhibit 99
to the  Company's  Form  10  (File  No.  1-14108),  which  sections  are  hereby
incorporated by reference herein.  Forward-looking  statements  included in this
Report speak only as of the date hereof and the Company undertakes no obligation
to revise or update such statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.


                                       10

<PAGE>


                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

    In March 1998,  the Company and all of its current  directors  were named as
defendants  in two  complaints  filed in the Court of  Chancery  in the State of
Delaware. A third complaint was filed in April 1998. The complaints were brought
by purported stockholders of the Company,  individually and purportedly as class
actions  on behalf of all other  stockholders  of the  Company.  The  complaints
allege breaches of fiduciary duty by the Company's  directors in connection with
the  Merger  and  seek to  enjoin  the  consummation  of the  Merger  and  other
unspecified  damages.  The defendants believe the complaints to be without merit
and the Company  does not believe  that these  proceedings  will have a material
adverse  effect on the  results  of  operations  or  financial  position  of the
Company.

Item 6.  Exhibits and Reports on Form 8-K.

(a)  Exhibits:

    Exhibits are listed in the Exhibit Index.

(b)  Reports on Form 8-K:

    On Current  Report on Form 8-K,  dated  January  13,  1998,  under  "Item 7.
Financial  Statements and Exhibits," the Company filed documents relating to the
issuance of its 6.65% Senior Notes Due 2008.

    On Current Report on Form 8-K, dated February 18, 1998, under "Item 5. Other
Events," the Company filed a press release announcing its consolidated operating
results for the fourth quarter of 1997 and for the year ended December 31, 1997.

     On Current Report on Form 8-K,  dated March 16, 1998,  under "Item 5. Other
Events,"  the Company  filed a press  release  announcing  the  execution of the
Agreement and Plan of Merger with ALLTEL Corporation.

     On Current  Report on Form  8-K/A,  dated  March 17,  1998,  under "Item 7.
Financial  Statements and Exhibits," the Company filed documents relating to the
proposed merger with ALLTEL Corporation.



 .

                                       11

<PAGE>


                                    SIGNATURE


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


                                     360 COMMUNICATIONS COMPANY


                                     By:   /s/ Jeffery R. Gardner
                                          Jeffery R. Gardner
                                          Senior Vice President - Finance
                                          (Principal Accounting Officer)


Date:  May 15, 1998












                                       12

<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number                        Description of Exhibits
------                        -----------------------


2.1        Distribution Agreement dated as of March 7, 1996, by and among Sprint
           Corporation,  360  Communications  Company  (formerly Sprint Cellular
           Company) and Centel Corporation. (Filed as Exhibit 2 to the Company's
           Annual  Report on Form 10-K for the fiscal  year ended  December  31,
           1995, File No. 1-14108, and incorporated herein by reference.)

2.2        Exchange and Merger Agreement, dated as of May 31, 1996, by and among
           Independent  Cellular Network  Partners,  James A. Dwyer,  Jr., David
           Winstel,  CC  Industries,  Inc.,  Ohio Cellular RSA,  L.P.,  Ohio RSA
           Corporation,  Quality Cellular Communications of Ohio, Inc., Cellular
           Plus, L.P., C-Plus, Inc., Quality Cellular Plus Communications, Inc.,
           Henry Crown and Company  (Not  Incorporated)  and 360  Communications
           Company.  (Filed as Exhibit 2.2 to the Company's  Quarterly Report on
           Form 10-Q for the  quarterly  period  ended June 30,  1996,  File No.
           1-14108, and incorporated herein by reference.)

2.3        First  Amendment  to  Exchange  and  Merger  Agreement,  dated  as of
           November 1, 1996, by and among Independent Cellular Network Partners,
           James A.  Dwyer,  Jr.,  David  Winstel,  CC  Industries,  Inc.,  Ohio
           Cellular  RSA,  L.P.,   Ohio  RSA   Corporation,   Quality   Cellular
           Communications  of Ohio,  Inc.,  Cellular Plus, L.P.,  C-Plus,  Inc.,
           Quality Cellular Plus  Communications,  Inc., Henry Crown and Company
           (Not Incorporated) and 360 Communications  Company. (Filed as Exhibit
           2.3 to the  Company's  Current  Report on Form 8-K dated  November 1,
           1996, File No. 1-14108, and incorporated herein by reference.)

2.4        Agreement  and Plan of Merger dated as of March 16, 1998 among ALLTEL
           Corporation, Pinnacle Merger Sub, Inc. and 360 Communications Company
           (Filed as Exhibit 2.1 to the Company's  Current  Report on Form 8-K/A
           dated March 16, 1998, File No. 1-14108,  and  incorporated  herein by
           reference.)

2.5        Stock  Option  Agreement  dated as of March 16, 1998  between  ALLTEL
           Corporation and 360  Communications  Company (Filed as Exhibit 2.2 to
           the Company's Current Report on Form 8-K/A dated March 16, 1998, File
           No. 1-14108, and incorporated herein by reference.)

3.1        Amended   and   Restated   Certificate   of   Incorporation   of  360
           Communications  Company,  as amended  as of March 4, 1996.  (Filed as
           Exhibit  3.1 to the  Company's  Annual  Report  on Form  10-K for the
           fiscal  year  ended  December  31,  1995,  File  No.   1-14108,   and
           incorporated herein by reference.)

3.2        Amended and Restated Bylaws of 360 Communications  Company. (Filed as
           Exhibit  3.2 to the  Company's  Annual  Report  on Form  10-K for the
           fiscal  year  ended  December  31,  1995,  File  No.   1-14108,   and
           incorporated herein by reference.)

3.3        Certificate  of  Designation  of First  Series  Junior  Participating
           Preferred Stock of 360 Communications  Company. (Filed as Exhibit 3.3
           to  Amendment  No.  4 to  Registration  Statement  on Form  S-1  (No.
           33-99756), and incorporated herein by reference.)

4.1        360  Communications  Company's 7 1/8% Senior Note Due 2003 and 7 1/2%
           Senior Note Due 2006.  (Filed as Exhibit 4.1 to the Company's  Annual
           Report on Form 10-K for the fiscal year ended December 31, 1995, File
           No. 1-14108, and incorporated herein by reference.)




                                       13
<PAGE>





4.2        Indenture  dated as of  March  7,  1996  between  360  Communications
           Company and Citibank,  N.A., as Trustee. (Filed as Exhibit 4.2 to the
           Company's  Annual  Report  on Form  10-K for the  fiscal  year  ended
           December 31,  1995,  File No.  1-14108,  and  incorporated  herein by
           reference.)

4.3        Form of 360  Communications  Company  Common Stock,  $0.01 par value,
           certificate.  (Filed as Exhibit 4.3 to the Company's Annual Report on
           Form 10-K for the  fiscal  year ended  December  31,  1995,  File No.
           1-14108, and incorporated herein by reference.)

4.4        Rights Agreement dated as of March 5, 1996 between 360 Communications
           Company and Chemical  Bank.  (Filed as Exhibit 10.3 to the  Company's
           Annual  Report on Form 10-K for the fiscal  year ended  December  31,
           1995, File No. 1-14108, and incorporated herein by reference.)

4.5        Form  of 360  Communications  Company's  Subordinated  Non-Negotiable
           Promissory  Note (included in Exhibit 2.2 to the Company's  Quarterly
           Report on Form 10-Q for the  quarterly  period  ended June 30,  1996,
           File No. 1-14108, and incorporated herein by reference).

4.6        Indenture dated as of March 1, 1997 from 360  Communications  Company
           to Citibank, N.A., as Trustee. (Filed as Exhibit 4.6 to the Company's
           Current  Report on Form 8-K dated March 17, 1997,  File No.  1-14108,
           and incorporated herein by reference.)

4.7        360  Communications  Company's 7.60% Senior Note Due 2009.  (Filed as
           Exhibit 4.7 to the Company's  Current  Report on Form 8-K dated March
           17, 1997, File No. 1-14108, and incorporated herein by reference.)

4.8        360  Communications  Company's 6.65% Senior Note Due 2008.  (Filed as
           Exhibit 4.8 to the Company's Current Report on Form 8-K dated January
           13, 1998, File No. 1-14108, and incorporated herein by reference.)

4.9        First  Amendment  to Rights  Agreement  dated as of March 16, 1998 to
           Rights Agreement dated as of March 5, 1996 between 360 Communications
           Company and The Chase  Manhattan  Bank,  as  successor in interest to
           Chemical  Bank,  as  Rights  Agent.  (Filed  as  Exhibit  4.9  to the
           Company's Current Report on Form 8-K/A dated March 16, 1998, File No.
           1-14108, and incorporated herein by reference.)

27        Financial Data Schedule.





                                       14