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, 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 1-14108

                           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 April 23, 1997, 123,310,118 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..................................................*

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..................................12
---------------
* No reportable information under this item.


When used in this Report, the words "intends,"  "expects," "plans," "estimates,"
"anticipates,"  "projects,"  "believes," 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;  the impact on the  Company's  operations  that may
arise from concerns  suggesting cellular telephones may be linked to cancer; and
the other factors  discussed in the Company's  filings with the  Securities  and
Exchange Commission,  including the factors discussed under the heading "Certain
Risk  Factors"  in the  Information  Statement  set forth as  Exhibit  99 to the
Company's Form 10 (File No.  1-14108),  which section is 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                                   1997             1996
            ------                               --------------  -------------- 
                                                   (Unaudited)
Current Assets                                     
Cash and cash equivalents                         $      8,670    $      2,554
Accounts receivable, less allowances
  of $5,319 and $5,730, respectively                    90,197         102,483
Other receivables                                       31,023          27,090
Unbilled revenue                                        32,828          35,712
Inventory                                               39,060          35,908
Deferred income taxes                                    9,772           8,462
Prepaid expenses and other                              14,202          16,634
                                                  -------------   -------------
    Total current assets                               225,752         228,843
                                                  -------------   -------------

Property, plant and equipment                        1,519,435       1,499,407
Less: accumulated depreciation                         452,246         415,981
                                                  -------------   -------------
Property, plant and equipment, net                   1,067,189       1,083,426
                                                  -------------   -------------

Investments in unconsolidated entities                 356,220         349,231
Intangibles, net                                     1,145,353       1,136,587
Other assets                                            15,225          13,982
                                                  -------------   -------------
    Total assets                                  $  2,809,739    $  2,812,069
                                                  =============   =============

            LIABILITIES AND SHAREOWNERS' EQUITY
            -----------------------------------

Current Liabilities
Trade accounts and other payables                 $    153,013    $    227,654
Short-term borrowings                                   13,750          43,750
Advance billings                                        29,446          28,314
Accrued taxes                                           15,608          17,951
Accrued agent commissions                                7,060          12,089
Other                                                   19,608          21,090
                                                  -------------   -------------
    Total current liabilities                          238,485         350,848
                                                  -------------   -------------

Long-term debt                                       1,799,513       1,699,778
                                                  -------------   -------------

Deferred Credits and Other Liabilities
Deferred income taxes                                  116,476         113,005
Postretirement and other benefit obligations             5,915           5,855
                                                  -------------   -------------
    Total deferred credits and other liabilities       122,391         118,860
                                                  -------------   -------------

Minority interests in consolidated entities            176,143         180,083
                                                  -------------   -------------

Shareowners' Equity
Common stock                                             1,233           1,233
Additional paid-in capital                             773,461         772,199
Accumulated deficit                                   (301,487)       (310,932)
                                                  -------------   -------------
    Total shareowners' equity                          473,207         462,500
                                                  -------------   -------------
    Total liabilities and shareowners' equity     $  2,809,739    $  2,812,069
                                                  =============   =============

     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,
                                             ---------------------------------
                                                1997                  1996
                                             -----------          ------------
Operating Revenues
Service revenues                             $  293,970           $   230,754
Equipment sales                                  12,876                 8,941
                                             -----------          ------------
     Total operating revenues                   306,846               239,695
                                             -----------          ------------

Operating Expenses
Cost of service                                  41,489                22,139
Cost of equipment sales                          28,449                20,609
Other operations expense                         14,993                12,543
Sales, marketing and advertising expenses        60,581                46,970
General, administrative and other expenses       73,092                58,014
Depreciation and amortization                    45,529                32,997
                                             -----------          ------------
     Total operating expenses                   264,133               193,272
                                             -----------          ------------

Operating Income                                 42,713                46,423
Interest expense                                (31,190)              (29,828)
Minority interests in net income
   of consolidated entities                      (9,709)              (10,464)
Equity in net income of
   unconsolidated entities                       13,163                 9,672
Other income, net                                 3,014                   459
                                             -----------          ------------
Income before income taxes                       17,991                16,262
Income tax expense                                8,546                 9,282
                                             -----------          ------------
     Net income                              $    9,445           $     6,980
                                             ===========          ============

Earnings per share                           $     0.08           $      0.06
                                             ===========          ============

Weighted average shares
   outstanding                                  123,422               117,035
                                             ===========          ============

     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,
                                                     ---------------------------
                                                         1997            1996
                                                     -----------     -----------
Operating Activities
Net income                                           $    9,445      $    6,980
Adjustments to reconcile net income to net
  cash (used for) provided by operating activities:
     Depreciation and amortization                       45,529          32,997
     Deferred income taxes                                2,161           6,930
     Gain on sale of cellular investments                (3,029)
     Equity in net income of unconsolidated
       entities, net of distributions                    (7,803)         (5,876)
     Minority interests in net income of
       consolidated entities                              9,709          10,464
     Changes in operating assets and liabilities, 
       excluding acquisitions
        Receivables, net                                 15,170           4,663
        Other current assets                             (4,389)           (363)
        Trade accounts and other payables               (75,932)         12,965
        Accrued expenses and other
            current liabilities                          (7,763)        (18,604)
        Noncurrent assets and liabilities, net           (1,112)            (39)
     Other, net                                           1,178             (69)
                                                     -----------     -----------
Net Cash (Used for) Provided by Operating Activities    (16,836)         50,048
                                                     -----------     -----------

Investing Activities
Capital expenditures                                    (23,273)        (56,776)
Acquisitions and divestitures                           (20,924)       (109,613)
Other, net                                                -----            (933)
                                                     -----------     -----------
Net Cash Used for Investing Activities                  (44,197)       (167,322)
                                                     -----------     -----------

Financing Activities
Net (payments) borrowings under bank revolving 
  credit facility                                      (100,000)        527,000
Proceeds from long-term debt                            200,000         900,000
Debt issuance costs                                      (1,609)        (15,229)
Net short-term (payments) borrowings                    (30,000)          -----
Increase in advances from affiliates                      -----         135,892
Contributions from minority investors                     -----           3,372
Distributions to minority investors                      (2,040)         (3,673)
Repayment of advances from affiliates                     -----      (1,400,000)
Other, net                                                  798          (3,937)
                                                     -----------     -----------
Net Cash Provided by Financing Activities                67,149         143,425
                                                     -----------     -----------

Increase in Cash and Cash Equivalents                     6,116          26,151
Cash and Cash Equivalents at Beginning of Period          2,554          19,023
                                                     -----------     -----------
Cash and Cash Equivalents at End of Period           $    8,670      $   45,174
                                                     ===========     ===========

     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  currently
markets  residential  long distance  service and resells  paging  service 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, 1996.

     Certain 1996 amounts have been  reclassified to conform to the presentation
used for the three months ended March 31, 1997.

2.  Earnings Per Share

     Earnings per share was computed using weighted average shares  outstanding,
including common stock equivalents, totaling 123,422,149 and 117,034,568 for the
three months ended March 31, 1997 and 1996, respectively.

     In February 1997, the Financial Accounting Standards Board issued Statement
of Financial  Accounting  Standards ("SFAS") No. 128 "Earnings per Share," which
will become  effective for both interim and annual periods ending after December
15,  1997.  SFAS No. 128 will require  companies  to disclose  basic and diluted
earnings per share.  Basic  earnings per share will be  calculated  based on the
weighted  average  common  shares  outstanding  and would  exclude  common stock
equivalents  from the  calculation.  Due to the relative  insignificance  of the
Company's common stock equivalents and other potentially  dilutive  instruments,
the requirements of SFAS No. 128, based on current circumstances,  will not have
a significant effect on the Company's earnings per share calculations.


                                       4



<PAGE>



3.  Acquisitions and Divestitures

     In January 1997, the Company  acquired  additional  ownership  interests in
certain majority-owned  partnerships and divested ownership interests in certain
unconsolidated  entities.  In  February  1997,  the  Company  signed  definitive
agreements  with  BellSouth  Corporation   ("BellSouth")  to  combine  ownership
interests  in two cellular  partnerships  in which the Company  currently  has a
noncontrolling  interest and BellSouth has a controlling interest. The resulting
partnership will be owned approximately 75% by BellSouth and 25% by the Company.
In  addition,  the Company will  contribute  its  ownership  interest in another
unconsolidated entity and cash. The Company also agreed to sell to BellSouth its
interest  in a 100% owned  entity  and  acquire  from  BellSouth  an  additional
interest  in  a   majority-owned   partnership.   The  combined  effect  of  the
aforementioned  transactions  is expected to result in a net cash payment by the
Company of approximately $100 million of which $20 million was paid in the first
quarter of 1997.

4.  Income Taxes

     The  estimated  annual  effective  tax rate was 47.5% for the three  months
ended  March 31,  1997,  differing  from the  statutory  rate due to  deductible
amortization of goodwill and state income tax expense.


                                       5
<PAGE>




Item 2. Management's Discussion and Analysis of Financial Conditions 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, 1996.  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 under "Forward-Looking Statements."


Results of Operations

Customer Growth Rate

     The number of cellular  customers  increased to 2,281,000 at March 31, 1997
from 1,643,000 at March 31, 1996, resulting in a 38.8% increase. The increase in
cellular  customers was impacted by 138,000 customers acquired during the fourth
quarter of 1996. For the three months ended March 31, 1997 and 1996, the Company
added 125,000 and 95,000 customers,  respectively,  through internal growth. For
the three months  ended March 31, 1996,  customer  growth  through  acquisitions
added 46,600 customers.  The Company's  penetration rate, which is the number of
customers divided by the total population in its licensed service areas, reached
9.36% at March 31, 1997  compared to 7.85% at March 31,  1996.  During the three
months ended March 31, 1997 and 1996,  customer churn,  the average monthly rate
of customer disconnects, was 1.87% and 1.79%, respectively.

Service Revenues

     Service  revenues  consist  primarily of charges for airtime,  access fees,
roaming fees and other services.  Service revenues  increased 27.4% in the three
months  ended March 31, 1997 when  compared to the  corresponding  1996  period,
principally  from  growth  in  the  number  of  cellular  customers.   Increased
distribution channels, expanded network capacity,  declining prices for cellular
telephone equipment and service,  increased consumer awareness and acceptance of
wireless communications and pricing plans targeted at particular market segments
are key factors  contributing  to the Company's  customer  growth.  In addition,
acquisitions  completed in 1996 contributed to an increase of approximately  $24
million in service revenues for the three months ended March 31, 1997.

     Consistent  with  the  rest  of the  cellular  industry,  the  Company  has
experienced  increased  penetration in the consumer market, a trend attributable
to declining  cellular  telephone  equipment  prices and  increased  promotional
activities (i.e.  packaging,  special rate plans), an increased awareness of the
benefits  of  cellular  communications,   widespread  distribution  channels  in
consumer-oriented  retail  locations and expanded network coverage and capacity.
The Company  expects this trend to continue.  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 the
first quarter of 1997. Promotional  activities,  which includes free minutes and
free access, increased to 3.7% of service revenues from 2.1% of service revenues
when compared to the same period last year. As a result,  service revenue growth
has not kept pace with the level of growth in the number of  customers.  Service
revenue per average  customer  per month was $43.91 and $49.28  during the three
months  ended March 31, 1997 and 1996,  respectively.  The Company  expects that
service  revenue  per  average  customer  per month will  continue to decline as
penetration rates continue to increase.


                                       6
<PAGE>



     Roaming airtime minutes  increased  during the three months ended March 31,
1997, 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 reduces  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 are ultimately passed on to customers.

     Future  revenue  growth  will  be  impacted  by the  Company's  success  in
maintaining  customer growth in existing markets,  additional  revenue generated
from the 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 entrance into the long distance and paging businesses.
The Company  currently  markets  residential  long distance  service and resells
paging service in the states in which the Company provides wireless service.  An
improved  competitive  position,  reduced  cellular  churn and  increased  brand
awareness  are  expected as the long  distance  and paging  services  businesses
mature.

Cost of Service

     Excluding the impact of roaming activities and long distance expenses, cost
of service as a percentage  of service  revenues was 8.4% and 8.6% for the three
months  ended  March 31, 1997 and 1996,  respectively.  The effects of the March
1996 renegotiated long distance contract with Sprint and reduced interconnection
rates paid to local telephone  companies are key factors favorably impacting the
declining trend in cost of service as a percentage of service revenues.

     Roaming margins associated with the Company's  customers roaming into other
carriers'  markets  declined  in the three  months  ended  March  31,  1997 when
compared  to the same  period  last year,  resulting  in an  increase in cost of
service as a percent of service revenues. The decline in margins is attributable
to increased  competitive pressures to reduce rates for such roaming traffic and
an increase in unbillable  fraudulent roaming  activities.  As part of a pricing
simplification  effort, the Company  implemented new roaming rate plans in early
1997 which further  reduced  margins in the first  quarter of 1997.  The Company
expects  that the  industry-wide  trend to  reduce  rates  will  continue,  thus
stimulating an increase in cellular telephone usage, resulting in an increase in
roaming  airtime.  To the extent reduced retail rates stimulate  increased usage
and the Company is able to negotiate  reduced wholesale roaming rates with other
carriers, the effects of discounted rates will be somewhat mitigated.

     Unauthorized  usage of customers'  telephone numbers resulted in unbillable
fraudulent  roaming  activities that  approximated 4% and 1% of service revenues
for the three months ended March 31, 1997 and 1996,  respectively.  The increase
in  unbillable  fraudulent  roaming  activity  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  on a  going-forward
basis and continues to  proactively  invest in new systems and  technologies  to
reduce the incidence of fraud.

Cost to Acquire New Customers

     Cost to  acquire a new  cellular  customer  was $290 and $328 for the three
months ended March 31, 1997 and 1996,  respectively.  The decline in the cost to
acquire a new cellular  customer is principally  the result of additional  costs
associated with the introduction of the Company's new brand name incurred during
the three months ended March 31, 1996, as well as,  increased  sales through the
Company's own distribution channels in 1997.


                                       7
<PAGE>



     To improve sales and reduce costs  associated with acquiring new customers,
the Company  continues  to depend  more 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  whether the
cost  to add  new  customers  will  increase  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.

     During  the  three  months  ended  March 31,  1997,  sales,  marketing  and
advertising  expenses were impacted by $2.4 million of costs associated with the
Company's introduction of long distance service.

Other Operations Expense and General Administrative and Other Expenses

     Other  operations  expense and general,  administrative  and other expenses
increased due  principally to growth in the cellular  customer base.  During the
three  months  ended  March 31,  1997 and 1996,  these  expenses as a percent of
service  revenues were 30.0% and 30.6%,  respectively.  The Company expects that
these  expenses as a  percentage  of service  revenues  will  decrease as future
economies of scale are realized.

Depreciation and Amortization

     Acquisitions of cellular communications systems generated intangible assets
such as Federal  Communications  Commission license costs and goodwill which are
being  amortized  over 40 years.  During the three  months ended March 31, 1997,
amortization  expense increased 58.8% when compared to the corresponding  period
in 1996 due principally to acquisitions  completed  during 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,  1997,  depreciation  expense
increased  34.2% when  compared to the  corresponding  period in 1996 due to the
acquisition  of  depreciable  assets and  additional  capital  investment in the
Company's network. Depreciation expense as a percent of service revenues for the
three months ended March 31, 1997 and 1996 was 12.7% and 12.1%, respectively.

Interest Expense

     Interest  expense  increased  in the three months ended March 31, 1997 when
compared to the  corresponding  prior year  period.  The  overall  impact of the
increase  in  borrowing  levels  was  mitigated  by lower  interest  rates.  The
annualized  average  interest rate for the three months ended March 31, 1997 and
1996 was 7.1% and 8.1%, 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,
$122 million of 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 incurs short-term
borrowings based on market interest rates. Additionally,  on March 17, 1997, the
Company issued $200 million of 7.6% Senior Notes due 2009, the proceeds of which
were used to pay down borrowings under the Credit Facility.


                                       8
<PAGE>



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, 1997,  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 Taxes

     The Company's  income tax expense for the three months ended March 31, 1997
and 1996 was $8.5 million and $9.3 million,  respectively.  The reduction in the
Company's  effective  tax rate for the three months  ended March 31, 1997,  when
compared  to the  corresponding  1996  period,  primarily  was  attributable  to
increased  levels of  pre-tax  income  which  lessened  the  impact of items not
deductible for income tax purposes.

Competition

     Cellular  carriers  compete  primarily  against the other  facilities-based
cellular carrier in each market. However, companies with Personal Communications
Services  ("PCS")  licenses  have begun to offer their  products and services in
several of the Company's  service  areas.  The Company has prepared for this new
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 in the cellular field with a high quality  network,
extensive  geographic  footprint  that  is  not  capacity  constrained,   strong
distribution channels, superior customer service capabilities 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 PCS competition.

Liquidity and Capital Resources

Cash Flows - Operating Activities

     The  decrease in  operating  cash flow for the three months ended March 31,
1997 was due  primarily to a decrease in working  capital of  approximately  $73
million.  This decrease  reflects a reduction in accrued expenses of $50 million
during  the  first  quarter  of  1997  for  accruals   related  to   significant
construction activity incurred during the fourth quarter of 1996. Also impacting
working   capital  was  a  $17  million   reduction  in  accrued   interest  due
semi-annually on certain long-term debt instruments.

Cash Flows - Investing Activities

     Capital  expenditures  were $23.3  million and $56.8  million for the three
months  ended March 31,  1997 and 1996,  respectively.  The  decrease in capital
expenditures  was the result of various  timing  issues  affecting  construction
activities in the first  quarter of 1997.  Total  capital  expenditures  for the
calendar year 1997 are projected to be $315 million versus $300 million in 1996.

     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.

     In the first quarter of 1996, the Company acquired  cellular  properties in
South  Carolina,  North  Carolina and Ohio and acquired  additional  partnership
interests in Florida. The aggregate purchase price of these acquisitions totaled
$110 million.  In the first quarter of 1997, the Company  divested its ownership
interests  in  two of its  unconsolidated  entities.  In  connection  with  this
transaction,  the Company  recognized  a gain of $3 million in other  income ($2
million,  net of tax). The Company also acquired additional  ownership interests
in two of its controlled  markets during the first quarter of 1997. 

 
                                      9

<PAGE>


Cash Flows - Financing Activities

     As part of its cash  management  program,  the  Company  incurs  short-term
borrowings   based  on  market   interest   rates  to  support  its  daily  cash
requirements. The aggregate amount of these borrowings is limited to $50 million
under certain debt covenants.

     On March 17, 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.

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  $315  million  in 1997.  Funding  for these  expenditures  is
expected to be derived from existing cash resources, cash flows from operations,
borrowings under the Credit Facility and the issuance of debt securities.  These
expenditures  will be made to expand  and  enhance  existing  cellular  systems,
install digital  technology in the Company's  greater  Raleigh,  North Carolina,
service area and replace equipment in recently acquired markets.

     For the next several  years,  the Company does not expect its operations to
generate  sufficient  cash flows to meet both future  capital  requirements  for
operating  activities  and  cash  requirements  for  acquisitions  of  ownership
interests in cellular communications systems. 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  expects that it will need to raise  additional  funds to
make such investments. An agreement, which was designed to preserve the tax-free
status  of the  Company's  spinoff  from  Sprint  Corporation,  imposes  certain
limitations  associated with equity  transactions.  Accordingly,  the Company is
prohibited  from  issuing  preferred  stock and is limited  as to the  aggregate
amount of  additional  common  stock  that it can issue,  unless an  unqualified
opinion of counsel or ruling from the Internal  Revenue Service states that such
action would not cause the spinoff to be taxable. At March 31, 1997, the Company
was limited to issuing up to an  additional  18.4 million  common  shares.  This
limitation expires on March 7, 1998.

     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 unsecured debt securities and/or warrants to purchase
debt securities under a shelf  registration  statement filed with the Securities
and  Exchange  Commission  and net cash  provided  by  operations,  it will have
adequate capital to satisfy its projected funding requirements for operations in
1997 and thereafter.  The Company currently does not intend to seek funding from
other  sources  during  1997.  See  Note 3 of Notes  to  Consolidated  Financial
Statements  for  a  discussion  of  completed  and  proposed   acquisitions  and
divestitures.  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, 1997,  the Company had $580 million of borrowings  outstanding
under the Credit  Facility and was not  restricted  or limited in its  borrowing
capacity under the Credit Facility.

     On April 15, 1997, the Company's Board of Directors authorized a program to
repurchase up to 3 million  shares of the Company's  Common Stock through May 1,
1998.  The  shares  may be  purchased  from  time to time on the open  market at
prevailing prices, subject to market conditions.


                                       10

<PAGE>



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;  the
impact on the  Company's  operations  that may arise  from  concerns  suggesting
cellular  telephones may be linked to cancer; and the other factors discussed in
the Company's filings with the Securities and Exchange Commission, including the
factors  discussed  under the heading  "Certain Risk Factors" in the Information
Statement set forth as Exhibit 99 to the Company's  Form 10 (File No.  1-14108),
which  section  is 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.


                                       11

<PAGE>



                           PART II. OTHER INFORMATION

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 24, 1997, under "Item 5. Other
Events," and "Item 7. Financial Statements,  Pro Forma Financial Information and
Exhibits,"  the Company  filed  historical  financial  statements  and pro forma
financial  information  with respect to the acquisition of Independent  Cellular
Network,  Inc. and affiliated  companies  which  supplemented  previously  filed
financial statements and pro forma information.

     On Current  Report on Form 8-K,  dated  February 14,  1997,  under "Item 5.
Other  Events," the Company filed a press release  announcing  its  consolidated
operating results for the fourth quarter of 1996 and for the year ended December
31, 1996.

     On Current Report on Form 8-K,  dated March 11, 1997,  under "Item 5. Other
Events," the Company filed a press  release  announcing  developments  that were
expected to impact operating revenues for the first quarter of 1997.

     On  Current  Report  on Form 8-K,  dated  March 17,  1997,  under  "Item 7.
Financial  Statements and Exhibits," the Company filed documents relating to the
issuance of its 7.60% Senior Notes Due 2009.



                                       12

<PAGE>



                                    SIGNATURE


       Pursuant to the  requirements of the Securities and 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/ Gary L. Burge
                                                Gary L. Burge
                                                Senior Vice President - Finance
                                                (Principal Accounting Officer)


Date:  May 5, 1997





















                                       13

<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.)

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.)

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.)



                                       14
<PAGE>

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.)

27         Financial Data Schedule.










                                       15