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 September 30, 1997
                                       OR
            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
              For the transition period from _________ to _________

                         Commission file number 1-14108


                           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 November 4, 1997,  121,819,249 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)

                                                       
                                                    September 30,  December 31,
            ASSETS                                      1997          1996      
            ------                                 --------------  ------------
Current Assets                                        (Unaudited)
Cash and cash equivalents                          $       5,772   $     2,554
Accounts receivable, less allowances
  of $7,300 and $5,730,  respectively                     99,002       102,483
Other receivables                                         36,153        27,090
Unbilled revenue                                          33,000        35,712
Inventory                                                 32,314        35,908
Prepaid expenses and other                                20,986        25,096
                                                   --------------  ------------
    Total current assets                                 227,227       228,843
                                                   --------------  ------------

Property, plant and equipment                          1,627,781     1,499,407
Less: accumulated depreciation                           521,466       415,981
                                                   --------------  ------------
Property, plant and equipment, net                     1,106,315     1,083,426
                                                   --------------  ------------

Investments in unconsolidated entities                   461,385       349,231
Intangibles, net                                       1,150,661     1,136,587
Other assets                                              17,349        13,982
                                                   --------------  ------------
    Total assets                                   $   2,962,937   $ 2,812,069
                                                   ==============  ============

            LIABILITIES AND SHAREOWNERS' EQUITY
            -----------------------------------
Current Liabilities
Trade accounts and other payables                  $     172,862   $   227,654
Short-term borrowings                                     29,175        43,750
Advance billings                                          31,045        28,314
Accrued taxes                                             22,082        17,951
Other                                                     37,608        33,179
                                                   --------------  ------------
    Total current liabilities                            292,772       350,848
                                                   --------------  ------------

Long-term debt                                         1,849,643     1,699,778
                                                   --------------  ------------

Deferred Credits and Other Liabilities
Deferred income taxes                                    144,065       113,005
Postretirement and other benefit obligations               6,133         5,855
                                                   --------------  ------------
    Total deferred credits and other liabilities         150,198       118,860
                                                   --------------  ------------

Minority interests in consolidated entities              170,238       180,083
                                                   --------------  ------------

Shareowners' Equity
Common stock ($.01 par value; 1,000,000 shares 
  authorized; 121,811,980 shares issued                    1,233         1,233
  and outstanding)
Additional paid-in capital                               774,901       773,472
Accumulated deficit                                     (250,801)     (310,932)
Treasury stock, at cost (1,552,168 shares in 1997
  and 55,227 shares in 1996)                             (25,247)       (1,273)
                                                   --------------- ------------
    Total shareowners' equity                            500,086       462,500
                                                   --------------- ------------
    Total liabilities and shareowners' equity      $   2,962,937   $ 2,812,069
                                                   =============== ============

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

                                       1

<PAGE>

<TABLE>
<CAPTION>

                   360 COMMUNICATIONS COMPANY AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share amounts)
                                   (Unaudited)



                                            For the Three Months   For the Nine Months
                                             Ended September 30,   Ended September 30,
                                            --------------------- ---------------------
                                               1997       1996       1997      1996
                                            ---------- ---------- ---------- ----------
<S>                                         <C>        <C>        <C>        <C>
Operating Revenues
Service revenues                            $ 335,245  $ 271,819  $ 958,049  $ 766,133
Equipment sales                                12,264      9,857     36,568     29,411
                                            ---------- ---------- ---------- ----------
     Total operating revenues                 347,509    281,676    994,617    795,544
                                            ---------- ---------- ---------- ----------

Operating Expenses
Cost of service                                37,127     24,148    118,899     68,492
Cost of equipment sales                        28,486     25,046     81,329     71,010
Other operations expense                       19,177     15,498     51,182     39,824
Sales, marketing and advertising expenses      54,438     48,527    170,692    143,146
General, administrative and other expenses     77,399     68,030    230,698    190,287
Depreciation and amortization                  45,376     36,833    137,738    104,987
                                            ---------- ---------- ---------- ----------
     Total operating expenses                 262,003    218,082    790,538    617,746
                                            ---------- ---------- ---------- ----------

Operating Income                               85,506     63,594    204,079    177,798
Interest expense                              (33,570)   (24,752)   (97,603)   (78,854)
Minority interests in net income
   of consolidated entities                   (13,534)   (13,843)   (39,451)   (38,168)
Equity in net income of
   unconsolidated entities                     16,536     16,339     44,454     40,359
Other income, net (1)                              73        101      3,060        423
                                            ---------- ---------- ---------- ----------
Income before income taxes                     55,011     41,439    114,539    101,558
Income tax expense                             26,132     18,552     54,408     47,407
                                            ---------- ---------- ---------- ----------
     Net income                             $  28,879  $  22,887  $  60,131  $  54,151
                                            ========== ========== ========== ==========

Earnings per share                          $    0.24  $    0.20  $    0.49  $    0.46
                                            ========== ========== ========== ==========

Weighted average shares
   outstanding                                121,875    117,086    122,626    117,060
                                            ========== ========== ========== ==========

<FN>

(1)    In January 1997, the Company recognized a gain of $3 million ($2 million,
       net of tax) in connection with the divestiture of its ownership interests
       in two of its unconsolidated entities
</FN>
</TABLE>


    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 Nine Months
                                                          Ended September 30,
                                                      -------------------------
                                                          1997         1996
                                                      ------------ ------------
Operating Activities
Net income                                            $    60,131  $    54,151
Adjustments to reconcile net income to net
  cash provided by operating activities:
     Depreciation and amortization                        137,738      104,987
     Deferred income taxes                                 27,822       19,119
     Gain on sale of cellular investments                  (3,029)        ----
     Equity in net income of unconsolidated
       entities, net of distributions                     (24,639)     (25,104)
     Minority interests in net income of
       consolidated entities                               39,451       38,168
     Changes in operating assets and liabilities, 
          excluding acquisitions
        Receivables, net                                    4,115      (16,009)
        Other current assets                                2,551       (1,410)
        Trade accounts and other payables                 (48,771)       1,825
        Accrued expenses and other
            current liabilities                             9,353       10,267
        Noncurrent assets and liabilities, net             (3,985)        (868)
     Other, net                                             2,453        5,266
                                                      ------------ ------------
Net Cash Provided by Operating Activities                 203,190      190,392
                                                      ------------ ------------

Investing Activities
Capital expenditures                                     (154,234)    (193,543)
Acquisitions and divestitures                             (57,797)    (109,613)
Investments in unconsolidated entities and other          (80,735)     (14,709)
                                                      ------------ ------------
Net Cash Used for Investing Activities                   (292,766)    (317,865)
                                                      ------------ ------------

Financing Activities
Net (payments) borrowings under bank revolving 
     credit facility                                      (50,000)     465,000
Proceeds from long-term debt                              200,000      900,000
Debt issuance costs                                        (1,609)     (15,229)
Net short-term (payments) borrowings                      (14,575)      45,650
Purchases of common stock for treasury                    (24,152)        ----
Increase in advances from affiliates                         ----      135,892
Contributions from minority investors                         100        4,881
Distributions to minority investors                       (17,878)      (9,275)
Repayment of advances from affiliates                        ----   (1,400,000)
Other, net                                                    908       (8,600)
                                                      ------------ ------------
Net Cash Provided by Financing Activities                  92,794      118,319
                                                      ------------ ------------

Increase (Decrease) in Cash and Cash Equivalents            3,218       (9,154)
Cash and Cash Equivalents at Beginning of Period            2,554       19,023
                                                      ------------ ------------
Cash and Cash Equivalents at End of Period            $     5,772  $     9,869
                                                      ============ ============

    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 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  financial  statements  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 and nine months ended September 30, 1997.

2.  Earnings Per Share

     Earnings per share was computed using weighted average shares  outstanding,
including common stock equivalents, totaling 121,874,813 and 117,086,280 for the
three months ended  September 30, 1997 and 1996,  respectively,  and 122,626,401
and  117,059,755  for the  nine  months  ended  September  30,  1997  and  1996,
respectively.

     In February 1997, the Financial Accounting Standards Board issued Statement
of  Financial  Accounting  Standards  ("SFAS")  No. 128  "Earnings  per  Share,"
effective for both interim and annual  periods  ending after  December 15, 1997.
SFAS No. 128  requires  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 will 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

      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 Virginia  and  Florida.  The
resulting  partnership  is owned  approximately  75% by BellSouth and 25% by the
Company,  with the Company taking over as manager of the cellular  operations in
Virginia.  During the nine months ended September 30, 1997, the Company acquired
minority  interests  in  15 of  its  controlled  markets,  which  increased  its
ownership interest to 100% in 10 of those markets.

4.  Income Taxes

     The  estimated  annual  effective tax rate was 47.5% for the three and nine
months  ended  September  30, 1997,  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 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 herein under "Forward-Looking Statements."


Results of Operations

Customer Growth Rate

     The number of cellular  customers  increased to 2,450,000 at September  30,
1997, from 1,851,000 at September 30, 1996,  resulting in a 32.4% increase.  The
increase in cellular customers was impacted by 138,000 customers acquired during
the fourth  quarter of 1996.  For the three months ended  September 30, 1997 and
1996,  the Company  added 87,000 and 100,000  customers,  respectively,  through
internal growth. For the nine months ended September 30, 1997, the Company added
310,000  customers  through internal  growth,  while in the  corresponding  1996
period, customer growth through acquisitions added 46,600 customers and internal
growth added 302,000 new customers. The Company's penetration rate, which is the
number of customers  divided by the total  population  in its  licensed  service
areas,  reached  10.11% at September 30, 1997 compared to 8.84% at September 30,
1996. The average  monthly rate of customer  disconnects,  customer  churn,  was
1.90% and 1.86%,  during the three  months  ended  September  30, 1997 and 1996,
respectively,  and l.82% and 1.80%  during the nine months ended  September  30,
1997 and 1996, respectively.

Service Revenues

     Service  revenues  consist  primarily of charges for airtime,  access fees,
roaming fees and other services. Service revenues increased 23.3% and 25% in the
three and nine months ended September 30, 1997,  respectively,  when compared to
the  corresponding  1996  periods,  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.  In  addition,  acquisitions
completed in 1996 contributed to an increase of approximately  $23.9 million and
$69.3 million in service  revenues for the three and nine months ended September
30, 1997, respectively.

     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,   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. Service revenue per average customer
per month was $46.12 and $50.34 during the three months ended September 30, 1997
and 1996,  respectively,  and  $45.69 and $50.54  during the nine  months  ended
September  30, 1997 and 1996,  respectively.  New  customers  generally use less
airtime  than  existing  customers,  causing  the  average  service  revenue per
customer per month to decline. As a result,  service revenue growth has not kept
pace with the level of growth in the number of  customers.  Also  impacting  the
decline in the average service revenue per customer per month was an increase in
promotional  activities in 1997.  Promotional  activities,  which  includes free
minutes and free access,  increased to 4.9% and 4.2% of service revenues for the
three and nine months ended September 30, 1997, respectively from 1.8% and 2% of
service  revenues  for the three  and nine  months  ended  September  30,  1996,
respectively.  The Company expects that service revenue per average customer per
month will  continue  to decline as  penetration  rates  continue  to  increase.
Roaming  airtime  minutes  increased  during  the  three and nine  months  ended
September 30, 1997,  while roaming  revenues as a percentage 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.

                                       6

<PAGE>

     Future  revenue  growth  will  be  impacted  by the  Company's  success  in
maintaining customer growth in existing markets,  generating  additional revenue
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  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 expenses associated with the
long distance business,  cost of service as a percentage of service revenues was
6.5%  and  8.1%  for the  three  months  ended  September  30,  1997  and  1996,
respectively, and 7.3% and 8.1% for the nine months ended September 30, 1997 and
1996,  respectively.   The  effects  of  renegotiated  long  distance  contracts
(effective  May 1997 and March 1996) 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 and nine months ended September 30, 1997
when compared to the same periods last year, resulting in an increase in cost of
service as a percentage of service revenues. The decline in margins for the nine
months ended  September  30, 1997 is  attributable  to an increase in unbillable
fraudulent roaming  activities.  Also contributing to the decline in margins for
the three and nine months ended  September  30, 1997 was  increased  competitive
pressures  to  reduce  rates  for such  roaming  traffic.  As part of a  pricing
simplification  effort, the Company  implemented new roaming rate plans in early
1997 that continue to reduce  margins in the third 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  0.5%  and  1.2% of  service
revenues for the three months ended  September 30, 1997 and 1996,  respectively,
and 1.7% and 1.1% of service  revenues for the nine months ended  September  30,
1997 and 1996,  respectively.  The  increase in  unbillable  fraudulent  roaming
activity  for the nine  months  ended  September  30,  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  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 $301 and $312 for the three
months ended  September 30, 1997 and 1996,  respectively,  and $298 and $317 for
the nine months ended September 30, 1997 and 1996, respectively.  The decline in
the cost to acquire a new  cellular  customer is  principally  the result of the
higher 1996 amounts due to additional  costs associated with the introduction of
the Company's new brand name, as well as, a continued reduction in the wholesale
prices for cellular  phones and a transition of new customer sales from national
dealers to Company owned retail outlets.

                                       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 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.

     Sales,  marketing and  advertising  expenses  associated with the Company's
long  distance  business  accounted  for an  increase  of $1.4  million and $6.8
million during the three and nine months ended September 30, 1997, respectively,
when compared to the corresponding periods in 1996.

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  September 30, 1997 and 1996,  these expenses as a percentage
of service revenues were 28.8% and 30.7%, respectively, and 29.4% and 30% during
the nine months ended September 30, 1997 and 1996, respectively. The decrease in
the  respective  periods 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 and nine months ended  September 30,
1997,  amortization  expense  increased  48.9% and 53.5%  when  compared  to the
corresponding  periods 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 and nine months ended  September  30,  1997,  depreciation
expense increased 18.8% and 27.2% when compared to the corresponding  periods in
1996. The increase in  depreciation  expense is due primarily to the acquisition
of  depreciable  assets  and  additional  capital  investment  in the  Company's
network.

Interest Expense

     Interest expense increased in the three and nine months ended September 30,
1997 when compared to the  corresponding  prior year periods due to the increase
in borrowing levels.  The annualized  average interest rate for the three months
ended September 30, 1997 and 1996 was 7.2% and 7.0%  respectively,  and 7.2% for
the nine months ended September 30, 1997 and 1996. 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,  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.

                                       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 and nine
months  ended  September  30,  1997,  when  compared to the prior year  periods,
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.

Income Taxes

     The Company's  income tax expense  increased  40.9% and 14.8% for the three
and nine months ended  September  30, 1997,  respectively,  when compared to the
corresponding  periods in 1996 due  primarily  to an  increase  in the levels of
pre-tax income in 1997.

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 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.  During the third  quarter of 1997,  the Company  introduced a new
service  offering called the Bundled Value Packs,  whereby  customers may choose
any  combination of cellular,  long distance and paging and receive the selected
services all on one bill.

     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 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  increase in net cash  provided by  operating  activities  for the nine
months ended September 30, 1997 was due primarily to improved operating results.
Net cash inflows have been somewhat  mitigated by payments made in 1997 for 1996
accruals and a decrease in accrued expenses related to construction activity for
the nine months ended September 30, 1997.

Cash Flows - Investing Activities

     Capital  expenditures  were $154.2  million and $193.5 million for the nine
months ended September 30, 1997 and 1996, respectively.  The decrease in capital
expenditures  is the  result of various  timing  issues  affecting  construction
activities.  Projected capital expenditures for the calendar year 1997 have been
reduced from $300 million to $280 million due to  efficiencies  created  through
network design and  implementation,  as well as improved pricing and concessions
from vendors.  Also  contributing  to the  reduction in capital  spending is the
postponement  of the  construction  of certain  cell sites until 1998 because of
zoning issues.

     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).

                                       9

<PAGE>

     In 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  Virginia  and  Florida.  The  resulting
partnership is owned approximately 75% by BellSouth and 25% by the Company, with
the Company taking over as manager of the cellular operations in Virginia.

     The Company divested its ownership  interests in one of its  unconsolidated
entities, as well as in one of its controlled markets, during the second quarter
of 1997.  During the nine months ended September 30, 1997, the Company  acquired
minority  interests  in  15 of  its  controlled  markets,  which  increased  its
ownership interest to 100 percent in 10 of those markets.

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 $50 million
under certain debt covenants.

     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.

     The  Company's  Board of Directors  authorized  the  repurchase  of 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.  As of  September  30,  1997,  the Company had  purchased
approximately  1.5 million  shares of the  Company's  Common Stock at an average
price of $16 per share.

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  $280  million  in 1997.  Funding  for these  expenditures  is
expected  to be  substantially  derived  from cash  flows  from  operations.  In
addition,  the Company  utilizes  existing cash resources,  borrowings under the
Credit  Facility  and the  issuance  of debt  securities  to meet these  funding
requirements.  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.

     In 1998, the Company  expects cash flows from  operations to  substantially
fund its capital expenditure  program.  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.  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 September
30,  1997,  the Company was  limited to issuing up to an  additional  16 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.  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.


                                       10
<PAGE>

     At  September  30,  1997,  the  Company  had  $630  million  of  borrowings
outstanding  under the Credit Facility and additional  borrowing  capacity under
the terms of the Credit Facility of $236 million.

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 July 16, 1997,  under "Item 5. Other
Events," the Company filed a press release  announcing its consolidated  results
for the second quarter of 1997.





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


Date:  November 10, 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).

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).


                                       14

<PAGE>

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