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 June 30, 1998
                                       OR
            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
              For the transition period from _________ to _________

                         Commission file number 1-14108


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

                                    Delaware
                 (State or other jurisdiction of incorporation)


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


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



       Indicate by check mark whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No


      On August 10,  1998,  1,000 shares of the  registrant's  Common Stock were
outstanding (100% owned by ALLTEL Corporation).


<PAGE>

                                TABLE OF CONTENTS


                          PART I. FINANCIAL INFORMATION

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

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


                           PART II. OTHER INFORMATION

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

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

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

Item 4.   Submission of Matters to a Vote of Security Holders................11

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,"
"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  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;  and the other  factors  discussed in the Company's
filings (File No.  1-14108) with the  Securities  and Exchange  Commission  (the
"SEC"),  including  the  factors  discussed  under  the  headings  "Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations -
Impact of the Year 2000 Issue" in the  Company's  Annual Report on Form 10-K for
the fiscal  year ended  December  31, 1997 and "Risk  Factors" in the  Company's
definitive proxy statement,  filed with the SEC on May 11, 1998, relating to the
special meeting of stockholders held on June 23, 1998, which sections are hereby
incorporated by reference herein.  Forward-looking  statements  included in this
Report speak only as of the date hereof and the Company undertakes no obligation
to revise or update such statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.

                                        i
<PAGE>
                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

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

                                                         June 30,   December 31,
                          ASSETS                           1998        1997
                          ------                       ------------ ------------
Current Assets                                          (Unaudited)
Cash and cash equivalents                              $    13,235  $     3,471
Accounts receivable, less allowances
  of $5,927 and $6,602,  respectively                      115,082      100,472
Other receivables                                           29,120       26,981
Unbilled revenue                                            39,855       35,618
Inventory                                                   25,219       34,354
Deferred income taxes                                       16,628       15,220
Prepaid expenses and other                                   8,592       14,051
                                                       ------------ ------------
    Total current assets                                   247,731      230,167
                                                       ------------ ------------

Property, plant and equipment                            1,832,269    1,750,097
Less: accumulated depreciation                             646,911      561,140
                                                       ------------ ------------
Property, plant and equipment, net                       1,185,358    1,188,957
                                                       ------------ ------------

Investments in unconsolidated entities                     477,661      459,669
Intangibles, net                                         1,032,024    1,045,007
Other assets                                                30,700       18,124
                                                       ------------ ------------
    Total assets                                       $ 2,973,474  $ 2,941,924
                                                       ============ ============

              LIABILITIES AND SHAREOWNERS' EQUITY
              -----------------------------------
Current Liabilities
Trade accounts and other payables                      $   165,952  $   241,127
Short-term borrowings                                        7,200       18,150
Advance billings                                            33,844       31,779
Accrued taxes                                               36,213       17,846
Accrued agent commissions                                   10,380       11,923
Other                                                       36,112       46,386
                                                       ------------ ------------
    Total current liabilities                              289,701      367,211
                                                       ------------ ------------

Long-term debt                                           1,823,342    1,825,347
                                                       ------------ ------------

Deferred Credits and Other Liabilities
Deferred income taxes                                       84,772       60,470
Postretirement and other benefit obligations                 6,659        6,347
                                                       ------------ ------------
    Total deferred credits and other liabilities            91,431       66,817
                                                       ------------ ------------

Minority interests in consolidated entities                171,972      173,248
                                                       ------------ ------------

Shareowners' Equity
Common stock ($.01 par value: 1,000,000,000 shares 
  authorized; issued and outstanding 121,443,845 shares
  in 1998 and 121,267,127 shares in 1997)                    1,233        1,233
Additional paid-in capital                                 777,533      774,938
Accumulated deficit                                       (148,199)    (229,437)
Treasury Stock, at cost (1,920,303 shares in 1998 and
  2,097,021 shares in 1997)                                (33,539)     (37,433)
                                                       ------------ ------------
    Total shareowners' equity                              597,028      509,301
                                                       ------------ ------------
    Total liabilities and shareowners' equity          $ 2,973,474  $ 2,941,924
                                                       ============ ============


     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 Six Months
                                             Ended June 30,      Ended June 30,
                                          ------------------- -------------------
                                             1998       1997     1998      1997
                                          --------- --------- --------- ---------
<S>                                       <C>       <C>       <C>       <C> 
Operating Revenues
Service revenues                          $385,072  $328,834  $726,647  $622,804
Equipment sales                             13,541    11,428    26,801    24,304
                                          --------- --------- --------- ---------
     Total operating revenues              398,613   340,262   753,448   647,108
                                          --------- --------- --------- ---------

Operating Expenses
Cost of service                             43,757    40,283    84,549    81,772
Cost of equipment sales                     25,430    24,394    53,864    52,843
Other operations expense                    16,947    17,012    34,820    32,005
Sales, marketing and advertising expenses   66,937    55,673   123,323   116,254
General, administrative and other expenses  90,622    80,207   172,295   153,299
Depreciation and amortization               50,729    46,833   100,562    92,362
                                          --------- --------- --------- ---------
     Total operating expenses              294,422   264,402   569,413   528,535
                                          --------- --------- --------- ---------

Operating Income                           104,191    75,860   184,035   118,573
Interest expense                           (33,581)  (32,843)  (66,840)  (64,033)
Minority interests in net income
   of consolidated entities                (17,911)  (16,208)  (31,558)  (25,917)
Equity in net income of
   unconsolidated entities                  16,276    14,755    32,450    27,918
Other income (expense), net                  1,060       (27)   31,596     2,987
                                          --------- --------- --------- ---------
Income before income taxes                  70,035    41,537   149,683    59,528
Income tax expense                          32,916    19,730    68,444    28,276
                                          --------- --------- --------- ---------
     Net income                           $ 37,119  $ 21,807  $ 81,239  $ 31,252
                                          ========= ========= ========= =========

Basic and diluted earnings per share      $   0.31  $   0.18  $   0.67  $   0.25
                                          ========= ========= ========= =========

Weighted average shares
   outstanding                             121,399   122,580   121,343   122,943
                                          ========= ========= ========= =========

</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 Six Months
                                                              Ended June 30,
                                                          ---------------------
                                                             1998       1997
                                                          ---------- ----------
Operating Activities
Net income                                                $  81,239  $  31,252
Adjustments to reconcile net income to net
  cash provided by operating activities:
     Depreciation and amortization                          100,562     92,362
     Deferred income taxes                                   32,578      3,431
     Gain on sale of cellular investments                   (31,569)    (3,029)
     Equity in net income of unconsolidated
       entities, net of distributions                        (3,217)   (16,472)
     Minority interests in net income of
       consolidated entities                                 31,558     25,917
     Changes in operating assets and liabilities,
      excluding acquisitions
        Receivables, net                                    (18,847)    (1,814)
        Other current assets                                 12,470      5,016
        Trade accounts and other payables                   (45,670)   (24,770)
        Accrued expenses and other
            current liabilities                             (14,479)    (1,040)
        Noncurrent assets and liabilities, net              (11,240)    (2,944)
     Other, net                                               3,302      3,084
                                                          ---------- ----------
Net Cash Provided by Operating Activities                   136,687    110,993
                                                          ---------- ----------

Investing Activities
Capital expenditures                                        (81,881)   (89,520)
Acquisitions of additional interests in 
  consolidated entities                                     (20,543)   (23,845)
Divestitures of cellular investments                         17,574      3,888
Investments in unconsolidated entities and other               (154)   (80,156)
                                                          ---------- ----------
Net Cash Used for Investing Activities                      (85,004)  (189,633)
                                                          ---------- ----------

Financing Activities
Net payments under bank revolving credit facility          (105,000)   (55,000)
Proceeds from long-term debt                                100,000    200,000
Debt issuance costs                                            (856)    (1,609)
Net short-term payments                                     (10,950)   (32,905)
Purchases of common stock for treasury                         ----    (18,878)
Distributions to minority investors                         (26,905)    (8,322)
Other, net                                                    1,792        908
                                                          ---------- ----------
Net Cash (Used for) Provided by Financing Activities        (41,919)    84,194
                                                          ---------- ----------

Increase in Cash and Cash Equivalents                         9,764      5,554
Cash and Cash Equivalents at Beginning of Period              3,471      2,554
                                                          ---------- ----------
Cash and Cash Equivalents at End of Period                $  13,235  $   8,108
                                                          ========== ==========
    


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

                                        3

<PAGE>


                   360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

          NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS


1.  Basis of Consolidation and Presentation

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

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

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

2.  Earnings Per Share

     Basic earnings per share amounts were computed  using the weighted  average
number of shares  outstanding,  excluding  common  stock  equivalents,  totaling
121,398,933  and  122,579,873 for the three months ended June 30, 1998 and 1997,
respectively,  and 121,343,131 and 122,943,476 for the six months ended June 30,
1998 and 1997,  respectively.  Diluted  earnings per share amounts were computed
using the weighted average number of shares outstanding,  including common stock
equivalents,  totaling  122,299,739  and  122,579,873 for the three months ended
June 30, 1998 and 1997,  respectively,  and  121,866,090 and 122,995,723 for the
six  months  ended June 30,  1998 and 1997,  respectively.  Options to  purchase
approximately 1,899,000 and 845,000 shares of common stock for the three and six
months ended June 30, 1997, respectively,  were excluded from the computation of
diluted earnings per share because the effect was antidilutive.

3.  Comprehensive Income

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


                                       4

<PAGE>

4.  Acquisitions and Divestitures

     During the second quarter of 1998, the Company acquired minority  interests
in two of its controlled markets.  Also during the quarter, the Company divested
its ownership interest in an unconsolidated entity.

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

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

5.  Income Taxes

     Excluding  the tax  effects  associated  with  the  gain  on the  sale of a
cellular  investment,  the estimated annual effective tax rate was 47.0% for the
six  months  ended  June 30,  1998,  differing  from the  statutory  rate due to
nondeductible amortization of goodwill and state income tax expense.

6.  Subsequent Event

         On  July  1,  1998,  the  Company  and  ALLTEL  Corporation  ("ALLTEL")
completed  the merger of an ALLTEL  subsidiary  with and into the  Company  (the
"Merger").  At the effective time of the Merger,  each outstanding  share of the
Company's   common  stock   (other  than  shares   owned  by  ALLTEL,   ALLTEL's
subsidiaries,  the  Company's  subsidiaries,  or held as  treasury  stock by the
Company) was converted into the right to receive .74 of a share of ALLTEL common
stock,  par  value  $1.00  per  share,  and the  Company  became a wholly  owned
subsidiary of ALLTEL. Also, at the effective time of the Merger, each issued and
outstanding  share of common  stock of the  ALLTEL  subsidiary  involved  in the
Merger was  converted  into one validly  issued,  fully paid and  non-assessable
share of common stock of the surviving corporation  representing 1,000 shares of
common stock, $0.01 par value.




                                       5

<PAGE>

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


General

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

Completion of Merger

     On July 1, 1998, the Company and ALLTEL  Corporation  ("ALLTEL")  completed
the merger of an ALLTEL subsidiary with and into the Company (the "Merger").  At
the effective time of the Merger, each outstanding share of the Company's common
stock (other than shares owned by ALLTEL,  ALLTEL's subsidiaries,  the Company's
subsidiaries,  or held as treasury  stock by the Company) was converted into the
right to receive  .74 of a share of ALLTEL  common  stock,  par value  $1.00 per
share, and the Company became a wholly owned subsidiary of ALLTEL.  Also, at the
effective time of the Merger,  each issued and outstanding share of common stock
of the ALLTEL  subsidiary  involved in the Merger was converted into one validly
issued,  fully paid and  non-assessable  share of common stock of the  surviving
corporation representing 1,000 shares of common stock, $0.01 par value.

     In connection with the completion of the Merger, the Company terminated the
Second Amended and Restated Credit  Agreement dated as of December 5, 1997 among
the  Company  and a number  of banks  and  institutional  lenders  (the  "Credit
Facility"),   and  ALLTEL  refinanced  the  outstanding   borrowings  thereunder
(approximately $495 million) through its existing credit facilities.

     On July 1, 1998,  the Company's  common stock was delisted for trading from
the New  York  Stock  Exchange,  the  Pacific  Exchange  and the  Chicago  Stock
Exchange.

Results of Operations

Customer Growth Rate

      The Company's number of cellular customers  increased to 2,733,000 at June
30, 1998, from 2,379,000 at June 30, 1997,  resulting in a 14.9%  increase.  For
the three  months  ended June 30, 1998 and 1997,  the Company  added  89,000 and
98,000  customers,  respectively,  through internal  growth.  For the six months
ended June 30, 1998 and 1997,  the Company added 150,000 and 223,000  customers,
respectively,  through internal growth. The Company's penetration rate, which is
the number of customers  divided by the total population in its licensed service
areas,  reached  11.15% at June 30, 1998 compared to 9.77% at June 30, 1997. The
average  monthly rate of customer  disconnects,  customer  churn,  was 1.81% and
1.69%, during the three months ended June 30, 1998 and 1997,  respectively,  and
1.89%  and  1.78%,  during  the  six  months  ended  June  30,  1998  and  1997,
respectively.

Service Revenues

         Service revenues  increased 17.1% and 16.7% in the three and six months
ended  June  30,  1998,  when  compared  to  the  corresponding   1997  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.


                                       6

<PAGE>

      Consistent  with  the  rest of the  cellular  industry,  the  Company  has
experienced  increased  penetration in the consumer market,  fueled by declining
cellular telephone  equipment prices and increased  promotional  activities,  an
increased awareness of wireless communications, widespread distribution channels
in  consumer-oriented   retail  locations  and  expanded  network  coverage  and
capacity.  The  Company  expects  this trend to  continue.  Service  revenue per
average  customer per month was $47.43 and $46.86  during the three months ended
June 30,  1998 and 1997,  respectively,  and $45.46  and  $45.47  during the six
months  ended June 30,  1998 and 1997,  respectively.  The  Company  implemented
marketing and sales  strategies to manage service  revenue per average  customer
per month.

      Roaming airtime minutes  increased  during the three months ended June 30,
1998, while roaming revenues as a percent of service revenues have declined. The
Company expects that roaming rates between  carriers will continue to be reduced
which may reduce revenues  derived from cellular service users who roam into the
Company's  systems.  The Company  expects roaming airtime to increase as reduced
roaming rates between carriers ultimately are passed on to customers.

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

Cost of Service

      Cost of service as a percent of service  revenues  was 11.4% and 12.3% for
the three months ended June 30, 1998 and 1997, respectively, and 11.6% and 13.1%
for the six months  ended June 30, 1998 and 1997,  respectively.  A reduction in
unbillable fraudulent roaming activities,  renegotiated wholesale roaming rates,
renegotiated long distance contracts in 1997, and reduced  interconnection rates
paid to local  telephone  companies  were key factors  favorably  impacting  the
decline  in cost of service as a percent  of  service  revenues.  Long  distance
telecommunications  and operator  services are provided to the company by Sprint
Corporation based on terms and conditions of contracts governing such charges.

      Unauthorized usage of customers'  telephone numbers resulted in unbillable
fraudulent  roaming  activities  that  approximated  0.1%  and  1.0% of  service
revenues for the three months  ended June 30, 1998 and 1997,  respectively,  and
0.1% and 2.7% of service  revenues  for the six months  ended June 30,  1998 and
1997,  respectively.  The Company  believes  it will  continue to be impacted by
fraudulent  roaming activities in the future and continues to proactively invest
in new systems and technologies to mitigate the occurrence of cellular fraud.

Cost to Acquire New Customers

      Cost to acquire a new  cellular  customer  was $328 and $303 for the three
months ended June 30, 1998 and 1997, respectively, and $326 and $297 for the six
months ended June 30, 1998 and 1997,  respectively.  The increase in the cost to
acquire a new  cellular  customer  was  principally  the  result of costs  being
distributed  over a lower  number of  acquired  customers  when  compared to the
corresponding  prior period.  Also  contributing  to the increase in the cost to
acquire was  increased  sales from  external  distribution  channels  which were
somewhat mitigated by a continued reduction in the wholesale prices for cellular
phones.

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


                                       7

<PAGE>

Other Operations Expense and General Administrative and Other Expenses

      Other operations  expense and general,  administrative  and other expenses
increased  principally due to growth in the cellular  customer base.  During the
three  months  ended  June 30,  1998 and 1997,  these  expenses  as a percent of
service revenues were 27.9% and 29.6%, respectively,  and 28.5% and 29.8% during
the six months  ended June 30,  1998 and 1997,  respectively.  This  decrease is
attributable to economies of scale realized as a result of customer growth.

Depreciation and Amortization

      Acquisitions of cellular communications systems generate intangible assets
such as Federal  Communications  Commission license costs and goodwill which are
amortized  over 40 years.  During the three and six months  ended June 30, 1998,
amortization  expense decreased 6.3% and 7.3% when compared to the corresponding
periods in 1997 due to a reduction in the amount of amortizable goodwill related
to  cellular  properties  acquired  in the fourth  quarter of 1996.  The Company
periodically  assesses the ongoing value of these intangible  assets and expects
the carrying amounts to be fully recoverable.

      During the three and six months ended June 30, 1998,  depreciation expense
increased  11.4% and 12.3% when compared to the  corresponding  periods in 1997.
The increase in  depreciation  expense is primarily  due to  additional  capital
investment  in the  Company's  network.  Depreciation  expense  as a percent  of
service revenues for the three months ended June 30, 1998 and 1997 was 11.2% and
11.8%, respectively,  and 11.8% and 12.2% for the six months ended June 30, 1998
and 1997, respectively.

Interest Expense

      Interest expense increased in the three and six months ended June 30, 1998
when compared to the corresponding  prior year periods due to an increase in the
average  interest rate. The annualized  average  interest rate for the three and
six  months  ended  June 30,  1998 and 1997,  was 7.3% and  7.2%,  respectively.
Current borrowings consist of $450 million of 7 1/8% Senior Notes due 2003, $450
million of 7 1/2% Senior  Notes due 2006,  $200 million of 7.6% Senior Notes due
2009,  approximately  $128  million  of 9%  subordinated  promissory  notes  and
borrowings  under the Credit  Facility with  interest  rates based on the London
Interbank  Offered  Rate  plus  50  basis  points.  The  Company  also  utilizes
short-term borrowings based on market interest rates.  Additionally,  on January
13, 1998,  the Company  issued $100 million of 6.65% Senior Notes due 2008,  the
proceeds of which were used to pay down borrowings under the Credit Facility.

Minority Interests in Net Income of Consolidated Entities

      Minority interests in net income of consolidated entities represents other
investors'  interests in the operating  results of cellular systems in which the
Company has a  controlling  interest.  The increase for the three and six months
ended  June 30,  1998  when  compared  to the same  period  last year was due to
improved operating results.

Equity in Net Income of Unconsolidated Entities

      Equity in net income of unconsolidated  entities  represents the Company's
share of  operating  results of cellular  systems in which the Company  does not
have a controlling  interest.  Equity  earnings  increased for the three and six
months ended June 30, 1998, when compared to the prior year period, primarily as
a result of increased  income  generated  by minority  cellular  investments  in
markets  that  continue  to  mature.   Income  generated  by  minority  cellular
investments may not continue to grow at the pace  experienced in prior years due
to increased competition in the higher populated urban markets and the Company's
strategy to exchange its minority cellular  investments for increased  ownership
interests in its  controlled  markets or other  markets in which it could obtain
control.

Income Taxes

      The  Company's  income tax expense  increased for the three and six months
ended June 30, 1998,  when compared to the  corresponding  period in 1997 due to
the increase in pre-tax income in 1998.


                                       8
<PAGE>

Competition

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

Liquidity and Capital Resources

Cash Flows - Operating Activities

      The increase in net cash  provided by operating  activities  for the three
and six months  ended June 30,  1998 was  primarily  due to  improved  operating
results, cash flows generated from changes in working capital and an increase in
deferred  income  taxes  which was  partially  offset by the gain on the sale of
cellular investments.

Cash Flows - Investing Activities

      Capital  expenditures  were $81.8  million  and $89.5  million for the six
months ended June 30, 1998 and 1997,  respectively.  Total capital  expenditures
for the calendar year 1998 are  projected to be $270 million.  During the second
quarter,  the  Company  began  commercially  offering  digital  service  to  its
customers in the Raleigh,  North  Carolina,  service  area.  The Company is also
accelerating  the  deployment  of CDMA  digital  technology  in five  additional
markets this year,  including  Greensboro,  North  Carolina;  Greenville,  South
Carolina; Norfolk and Richmond, Virginia; and Toledo, Ohio.

      On a limited basis,  the Company has increased its ownership  interests in
certain of its controlled markets. See Note 4 of Notes to Consolidated Financial
Statements for a discussion of acquisitions and divestitures.

Cash Flows - Financing Activities

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

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

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


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 of  approximately  $270
million in 1998.  Funding for these  expenditures is expected to be derived from
cash flows from operations and from advances received from ALLTEL Corporation in
the form of interim  financing.  These  expenditures  will be made to expand and
enhance existing cellular systems and to deploy digital technology.


                                       9
<PAGE>

Other Financial Information

      During the first six months of 1998, there were no material changes in the
market risks discussed in the Company's  Annual Report on Form 10-K for the year
ended December 31, 1997.

Recently Issued Accounting Pronouncements

      In June 1998, the Financial  Accounting  Standards  Board ("FASB")  issued
Statement of Financial  Accounting Standards No. 133, "Accounting for Derivative
Instruments  and  for  Hedging   Activities",   ("SFAS  133").   This  Statement
establishes  accounting and reporting  standards requiring that every derivative
instrument  be  recorded on the  balance  sheet as either an asset or  liability
measured at fair value.  SFAS 133 requires that changes in a  derivative's  fair
value be  recognized  currently in earnings  unless  specific  hedge  accounting
criteria are met. Special accounting for qualifying hedges allows a derivative's
gains and losses to offset  related  results  on the  hedged  item in the income
statement,  and requires  that a company must formally  document,  designate and
assess the effectiveness of transactions that receive hedge accounting. SFAS 133
is effective  for fiscal  years  beginning  after June 15,  1999,  and cannot be
applied  retroactively.  The  Company  has not yet  quantified  the  impacts  of
adopting SFAS 133 on its financial statements;  however, SFAS 133 could increase
the volatility of reported earnings and other comprehensive income once adopted.

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
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;  and the other  factors  discussed in the Company's
filings (File No.  1-14108) with the  Securities  and Exchange  Commission  (the
"SEC"),  including  the  factors  discussed  under  the  headings  "Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations -
Impact of the Year 2000 Issue" in the  Company's  Annual Report on Form 10-K for
the fiscal  year ended  December  31, 1997 and "Risk  Factors" in the  Company's
definitive proxy statement,  filed with the SEC on May 11, 1998, relating to the
special meeting of stockholders held on June 23, 1998, which sections are hereby
incorporated by reference herein.  Forward-looking  statements  included in this
Report speak only as of the date hereof and the Company undertakes no obligation
to revise or update such statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.


                                       10
<PAGE>



                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

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

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

    During the quarter  ended June 30,  1998,  the Company  held two meetings at
which the matters discussed below were submitted to a vote of the holders of the
Company's Common Stock, $0.01 par value (the "Common Stock").

Annual Meeting

    On May 12, 1998,  the Company held its Annual  Meeting of  Shareowners.  Two
proposals were submitted to a vote of the holders of the Company's  Common Stock
entitled  to vote at the  meeting  and the number of votes cast with  respect to
each proposal are as follows:

    Proposal 1 to elect two  directors,  constituting  Class II of the Company's
Board of Directors:  106,095,964  shares were voted for Alice M.  Peterson,  and
1,999,115 shares were withheld; and 106,073,298 shares were voted for Charles H.
Price, II, and 2,021,781 shares were withheld.

    Proposal 2 to ratify  the  selection  of Ernst & Young LLP as the  Company's
independent   accountants   for  the  fiscal  year  ending  December  31,  1998:
107,786,396 shares were voted for this proposal, 138,853 were voted against, and
169,830  shares were  abstained.  No broker  non-votes were cast with respect to
this proposal.

Special Meeting

    On June 23, 1998,  the Company  held a Special  Meeting of  Stockholders  at
which holders of the Company's  Common Stock were asked to approve and adopt the
Agreement  and Plan of Merger  dated as of March  16,  1998  among the  Company,
ALLTEL and Pinnacle Merger Sub, Inc., a wholly owned  subsidiary of ALLTEL,  and
the  transactions   contemplated   thereby  (the  "Merger  Proposal").   Of  the
121,342,551  shares  of the  Company's  Common  Stock  entitled  to  vote at the
meeting,  93,035,251  shares were voted for the Merger Proposal,  398,509 shares
were voted against, and 305,164 shares were abstained.  No broker non-votes were
cast with respect to the Merger Proposal.





                                       11

<PAGE>


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 April 15, 1998,  under "Item 5. Other
Events," the Company filed a press release announcing its consolidated operating
results for the first quarter of 1998.

     On Current  Report on Form 8-K,  dated June 23, 1998,  under "Item 5. Other
Events,"  the  Company  filed a press  release  announcing  the  approval by the
shareholders  of the  Company and ALLTEL of the merger of the two  companies  at
separate special meetings held on June 23, 1998.










                                       12


<PAGE>
                                    SIGNATURE


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


                                     360 COMMUNICATIONS COMPANY


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


Date:  August 14, 1998












                                       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.)

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

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

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

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

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

3.4        Certificate  of Merger with respect to the Merger of Pinnacle  Merger
           Sub, Inc. into 360 Communications Company.

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.)



                                       14
<PAGE>


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

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

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

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

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

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

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

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

27         Financial Data Schedule.





                                       15