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, 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 August 5, 1997,  121,837,901  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...............12

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)



                                                     June 30,      December 31,
            ASSETS                                    1997            1996
            ------                                --------------  -------------
Current Assets                                      (Unaudited)
Cash and cash equivalents                         $      8,108    $      2,554
Accounts receivable, less allowances
  of $6,243 and $5,730,  respectively                  101,672         102,483
Other receivables                                       32,945          27,090
Unbilled revenue                                        36,091          35,712
Inventory                                               32,771          35,908
Deferred income taxes                                   10,894           8,462
Prepaid expenses and other                              10,170          16,634
                                                  -------------   -------------
    Total current assets                               232,651         228,843
                                                  -------------   -------------

Property, plant and equipment                        1,556,847       1,499,407
Less: accumulated depreciation                         466,360         415,981
                                                  -------------   -------------
Property, plant and equipment, net                   1,090,487       1,083,426
                                                  -------------   -------------

Investments in unconsolidated entities                 443,466         349,231
Intangibles, net                                     1,140,733       1,136,587
Other assets                                            16,798          13,982
                                                  -------------   -------------
    Total Assets                                  $  2,924,135    $  2,812,069
                                                  =============   =============

            LIABILITIES AND SHAREOWNERS' EQUITY
            -----------------------------------
Current Liabilities
Trade accounts and other payables                 $    191,938    $    227,654
Short-term borrowings                                   10,845          43,750
Advance billings                                        30,656          28,314
Accrued taxes                                           29,997          17,951
Accrued agent commissions                                7,643          12,089
Other                                                   22,385          21,090
                                                  -------------   -------------
    Total current liabilities                          293,464         350,848
                                                  -------------   -------------

Long-term debt                                       1,844,577       1,699,778
                                                  -------------   -------------

Deferred Credits and Other Liabilities
Deferred income taxes                                  118,868         113,005
Postretirement and other benefit obligations             5,980           5,855
                                                  -------------   -------------
    Total deferred credits and other liabilities       124,848         118,860
                                                  -------------   -------------

Minority interests in consolidated entities            184,945         180,083
                                                  -------------   -------------

Shareowners' Equity
Common stock                                             1,233           1,233
Additional paid-in capital                             754,748         772,199
Accumulated deficit                                   (279,680)       (310,932)
                                                  -------------   -------------
    Total shareowners' equity                          476,301         462,500
                                                  -------------   -------------
    Total liabilities and shareowners' equity     $  2,924,135    $  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 Six Months
                                              Ended June 30,      Ended June 30,
                                           -------------------- -------------------
                                             1997       1996      1997      1996
                                           ---------  --------- --------- ---------
<S>                                        <C>        <C>       <C>       <C> 
Operating Revenues
Service revenues                           $328,834   $263,560  $622,804  $494,314
Equipment sales                              11,428     10,613    24,304    19,554
                                           ---------  --------- --------- ---------
     Total operating revenues               340,262    274,173   647,108   513,868
                                           ---------  --------- --------- ---------

Operating Expenses
Cost of service                              40,283     22,205    81,772    44,344
Cost of equipment sales                      24,394     25,355    52,843    45,964
Other operations expense                     17,012     11,783    32,005    24,326
Sales, marketing and advertising expenses    55,673     47,649   116,254    94,619
General, administrative and other expenses   80,207     64,243   153,299   122,257
Depreciation and amortization                46,833     35,157    92,362    68,154
                                           ---------  --------- --------- ---------
     Total operating expenses               264,402    206,392   528,535   399,664
                                           ---------  --------- --------- ---------

Operating Income                             75,860     67,781   118,573   114,204
Interest expense                            (32,843)   (24,274)  (64,033)  (54,102)
Minority interests in net income
   of consolidated entities                 (16,208)   (13,861)  (25,917)  (24,325)
Equity in net income of
   unconsolidated entities                   14,755     14,348    27,918    24,020
Other income (expense), net                     (27)      (137)    2,987       322
                                           ---------  --------- --------- ---------
Income before income taxes                   41,537     43,857    59,528    60,119
Income tax expense                           19,730     19,573    28,276    28,855
                                           ---------  --------- --------- ---------
     Net income                            $ 21,807   $ 24,284  $ 31,252  $ 31,264
                                           =========  ========= ========= =========

Earnings per share                         $   0.18   $   0.21  $   0.25  $   0.27
                                           =========  ========= ========= =========

Weighted average shares
   outstanding                              122,580    117,066   122,996   117,048
                                           =========  ========= ========= =========



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

                                        2
</TABLE>
<PAGE>



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

                                                       For the Six Months
                                                         Ended June 30,
                                                   ---------------------------
                                                       1997            1996
                                                   ------------   ------------
Operating Activities
Net income                                         $    31,252    $    31,264
Adjustments to reconcile net income to net
  cash provided by operating activities:
     Depreciation and amortization                      92,362         68,154
     Deferred income taxes                               3,431         11,919
     Gain on sale of cellular investments               (3,029)
     Equity in net income of unconsolidated
       entities, net of distributions                  (16,472)       (14,891)
     Minority interests in net income of
       consolidated entities                            25,917         24,325
     Changes in operating assets and liabilities, 
          excluding acquisitions
        Receivables, net                                (1,814)       (12,010)
        Other current assets                             5,016         (6,529)
        Trade accounts and other payables              (24,770)        26,573
        Accrued expenses and other
            current liabilities                         (1,040)         7,759
        Noncurrent assets and liabilities, net          (2,944)           255
     Other, net                                          3,084             (2)
                                                   ------------   ------------
Net Cash Provided by Operating Activities              110,993        136,817
                                                   ------------   ------------

Investing Activities
Capital expenditures                                   (89,520)      (143,942)
Acquisitions and divestitures                          (19,957)      (109,642)
Investments in unconsolidated entities and other       (80,156)        (2,476)
                                                   ------------   ------------
Net Cash Used for Investing Activities                (189,633)      (256,060)
                                                   ------------   ------------

Financing Activities
Net (payments) borrowings under bank revolving 
     credit facility                                   (55,000)       490,000
Proceeds from long-term debt                           200,000        900,000
Debt issuance costs                                     (1,609)       (15,229)
Net short-term (payments) borrowings                   (32,905)        24,950
Purchases of common stock for treasury                 (18,878)
Increase in advances from affiliates                                  135,892
Contributions from minority investors                                   4,597
Distributions to minority investors                     (8,322)        (7,075)
Repayment of advances from affiliates                              (1,400,000)
Other, net                                                 908         (4,308)
                                                   ------------   ------------
Net Cash Provided by Financing Activities               84,194        128,827
                                                   ------------   ------------

Increase in Cash and Cash Equivalents                    5,554          9,584
Cash and Cash Equivalents at Beginning of Period         2,554         19,023
                                                   ------------   ------------
Cash and Cash Equivalents at End of Period         $     8,108    $    28,607
                                                   ============   ============


     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  financials  should be read in conjunction  with the consolidated
financial  statements,  including the notes  thereto,  included in the Company's
1996 Annual Report.

     Certain 1996 amounts have been  reclassified to conform to the presentation
used for the three and six months ended June 30, 1997.

2.  Earnings Per Share

     Earnings per share was computed using weighted average shares  outstanding,
including common stock equivalents, totaling 122,579,873 and 117,065,513 for the
three months ended June 30, 1997 and 1996,  respectively,  and  122,995,723  and
117,047,971 for the six months ended June 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

     In January 1997, the Company  acquired  additional  ownership  interests in
certain majority-owned  partnerships and divested ownership interests in certain
unconsolidated  entities.  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  operation in
Virginia.   The  Company   divested  its  ownership   interest  in  one  of  its
unconsolidated entities, as well as in one of its controlled markets, during the
second  quarter  of 1997.  In  addition,  the  Company  acquired  the  remaining
ownership interest in one of its controlled markets during the second quarter of
1997.

4.  Income Taxes

     The  estimated  annual  effective  tax rate was 47.5% for the three and six
months  ended  June  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 1996 Annual Report.  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 2,379,000 at June 30, 1997
from 1,750,000 at June 30, 1996, resulting in a 35.9% increase.  The increase in
cellular  customers was impacted by 138,000 customers acquired during the fourth
quarter of 1996.  For the three months ended June 30, 1997 and 1996, the Company
added 98,000 and 107,000 customers,  respectively,  through internal growth. For
the six months ended June 30, 1997, the Company added 223,000  customers through
internal growth, while in the corresponding 1996 period, customer growth through
acquisitions  added  46,600  customers  and internal  growth  added  202,000 new
customers.  The  Company's  penetration  rate,  which is the number of customers
divided by the total population in its licensed service areas,  reached 9.77% at
June 30, 1997  compared to 8.36% at June 30, 1996.  The average  monthly rate of
customer  disconnects,  customer  churn,  was 1.69% and 1.77%,  during the three
months  ended June 30,  1997 and 1996,  respectively,  and l.78%  during the six
months ended June 30, 1997 and 1996.

Service Revenues

         Service revenues consist primarily of charges for airtime, access fees,
roaming fees and other services. Service revenues increased 24.8% and 26% in the
three and six months ended June 30, 1997 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  $22.8 million and $45.4  million in service  revenues for the
three and six months ended June 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 and  increased  promotional
activities (i.e., packaging,  special rate plans), an increased awareness of the
benefits  of  cellular  communications,   widespread  distribution  channels  in
consumer-oriented  retail  locations and expanded network coverage and capacity.
The Company expects this trend to continue. Service revenue per average customer
per month was $46.86 and $51.73  during the three months ended June 30, 1997 and
1996,  respectively,  and $45.47 and $50.61 during the six months ended June 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 3.9% and 3.8% of  service  revenues  for the three and six  months
ended  June 30,  1997 from 2% of  service  revenues  when  compared  to the same
periods last year. The Company expects that service revenue per average customer
per month will continue to decline as penetration rates continue to increase.

                                       6

<PAGE>

      Roaming  airtime minutes  increased  during the three and six months ended
June 30, 1997,  while  roaming  revenues as a percent of service  revenues  have
declined.  The Company expects that roaming rates between carriers will continue
to be reduced which  reduces  revenues  derived from cellular  service users who
roam into the Company's systems. The Company expects roaming airtime to increase
as reduced roaming rates between carriers are ultimately passed on to customers.

      Future  revenue  growth  will be  impacted  by the  Company's  success  in
maintaining customer growth in existing markets,  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 long  distance  expenses,
cost of service as a  percentage  of service  revenues was 7.3% and 7.8% for the
three months ended June 30, 1997 and 1996,  respectively,  and 7.8% and 8.2% for
the six  months  ended  June 30,  1997 and 1996,  respectively.  The  effects of
renegotiated long distance contracts with Sprint Corporation (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 six months ended June 30, 1997 when
compared  to the same  periods  last year,  resulting  in an increase in cost of
service as a percent of service revenues. The decline in margins is attributable
to increased  competitive pressures to reduce rates for such roaming traffic and
an increase in unbillable  fraudulent roaming  activities.  As part of a pricing
simplification  effort, the Company  implemented new roaming rate plans in early
1997 which continue to reduce margins in the second 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 1% of service revenues for the
three months ended June 30, 1997 and 1996, and 2% and 1% of service revenues for
the six months  ended June 30,  1997 and 1996,  respectively.  The  increase  in
unbillable  fraudulent roaming activity was the result of a significant increase
in the level of fraud  activity in several  markets during the fourth quarter of
1996 and the first quarter of 1997. The Company  believes it will continue to be
impacted by fraudulent roaming activities on a going-forward basis and continues
to proactively invest in new systems and technologies to reduce the incidence of
fraud.

Cost to Acquire New Customers

      Cost to acquire a new  cellular  customer  was $303 and $313 for the three
months ended June 30, 1997 and 1996, respectively, and $297 and $320 for the six
months  ended June 30, 1997 and 1996,  respectively.  The decline in the cost to
acquire a new cellular  customer is principally  the result of additional  costs
associated with the introduction of the Company's new brand name incurred during
the three and six months ended June 30, 1996, as well as,  continued  decline in
the wholesale prices for cellular phones.


                                       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.

      During the three and six months ended June 30, 1997, sales,  marketing and
advertising expenses were impacted by $3 million and $5.4 million, respectively,
of costs associated with the Company's long distance business.

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  June 30,  1997 and 1996,  these  expenses  as a percent of
service revenues were 29.6% and 28.8%, respectively,  and 29.8% and 29.7% during
the six months ended June 30, 1997 and 1996,  respectively.  The slight increase
for the respective periods is the result of increases in bad debt levels.

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, 1997,
amortization   expense   increased   52.9%  and  55.8%  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 six months ended June 30, 1997,  depreciation expense
increased 29.7% and 31.8% when compared to the corresponding periods in 1996 due
to the acquisition of depreciable  assets and additional  capital  investment in
the Company's network.


Interest Expense

      Interest expense increased in the three and six months ended June 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 June 30, 1997 and 1996 was 7.2% and 6.8%, respectively,  and 7.2% and 7.4%
for the  six  months  ended  June  30,  1997  and  1996,  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,
$122 million of subordinated  promissory  notes and borrowings under a revolving
credit  facility  ("Credit  Facility")  with interest  rates based on the London
Interbank  Offered  Rate  plus  50  basis  points.  The  Company  also  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 six
months ended June 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.

Competition

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

Liquidity and Capital Resources

Cash Flows - Operating Activities

      The  decrease in net cash  provided by  operating  activities  for the six
months  ended June 30, 1997 was due  primarily to the  significant  construction
activity  incurred  during the fourth quarter of 1996 which resulted in elevated
accrued expense levels during that period.  Current operating activities reflect
payments made in 1997 for 1996  accruals and a decrease in the accrued  expenses
related to construction activity for the six months ended June 30, 1997.

Cash Flows - Investing Activities

      Capital  expenditures  were $89.5  million and $143.9  million for the six
months  ended June 30,  1997 and 1996,  respectively.  The  decrease  in capital
expenditures  was the result of various  timing  issues  affecting  construction
activities  in the  first  half of  1997.  Total  capital  expenditures  for the
calendar year 1997 are projected to be $300 million.

      On a limited basis,  the Company has increased its ownership  interests in
certain of its controlled markets.  To the extent feasible,  the Company intends
to exchange some or all of its minority  investments in cellular  communications
systems for  increased  ownership  interests  in its  controlled  markets or for
ownership interests in new markets in which it could obtain control.

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

      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 operation in Virginia.



                                       9


<PAGE>

      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. In addition,  the Company acquired the remaining  ownership interest in
one of its controlled markets during the second quarter of 1997.

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.

      During the second  quarter of 1997,  the  Company  purchased  1.2  million
shares of the  Company's  Common Stock at an average  price of less than $16 per
share.  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.

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  $300  million  in 1997.  Funding  for these  expenditures  is
expected to be derived from existing cash resources, cash flows from operations,
borrowings under the Credit Facility and the issuance of debt securities.  These
expenditures  will be made to expand  and  enhance  existing  cellular  systems,
install digital  technology in the Company's  greater  Raleigh,  North Carolina,
service area and replace equipment in recently acquired markets.

      For the next several years,  the Company does not expect its operations to
generate  sufficient  cash flows to meet both future  capital  requirements  for
operating  activities  and  cash  requirements  for  acquisitions  of  ownership
interests in cellular communications systems. Acquisition activities may include
acquisitions of new cellular communications systems or additional investments in
cellular  communications systems in which the Company already holds an ownership
interest.  The Company  expects that it will need to raise  additional  funds to
make such investments. An agreement, which was designed to preserve the tax-free
status  of the  Company's  spinoff  from  Sprint  Corporation,  imposes  certain
limitations  associated with equity  transactions.  Accordingly,  the Company is
prohibited  from  issuing  preferred  stock and is limited  as to the  aggregate
amount of  additional  common  stock  that it can issue,  unless an  unqualified
opinion of counsel or ruling from the Internal  Revenue Service states that such
action would not cause the spinoff to be taxable.  At June 30, 1997, the Company
was limited to issuing up to an  additional  16.5 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 June 30, 1997,  the Company had $625 million of borrowings  outstanding
under the Credit Facility and additional  borrowing  capacity under the terms of
the Credit Facility of $160 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 4.  Submission of Matters to a Vote of Security Holders.

      On May 6, 1997, the Company held its Annual Meeting of  Shareowners.  Four
matters were  submitted to a vote of the holders of the Company's  Common Stock,
$0.01 par value,  entitled  to vote at the  meeting and the number of votes cast
with respect to each matter are as follows:

      Proposal 1 to elect three directors, constituting Class I of the Company's
Board of  Directors,  to serve a  three-year  term  expiring  at the 2000 Annual
Meeting of Shareowners:  104,649,517 shares voted for Frank E. Reed, and 748,681
shares withheld;  104,598,309 shares voted for Robert E. R. Huntley, and 799,889
shares  withheld;  and  104,622,405  shares  voted for Valerie B.  Jarrett,  and
775,793 shares withheld.

      Proposal  2  to  approve  the  Company's  Employee  Stock  Purchase  Plan:
102,776,518 shares voted for this proposal,  2,074,328 shares voted against, and
547,352  shares  abstained.  No broker  non-votes were cast with respect to this
proposal.

      Proposal 3 to approve  the  Company's  Amended  and  Restated  1996 Equity
Incentive  Plan:  96,621,028  shares voted for this proposal,  8,030,562  shares
voted against, and 746,608 shares abstained.  No broker non-votes were cast with
respect to this proposal.

      Proposal 4 to ratify the  selection of Ernst & Young LLP as the  Company's
independent   accountants   for  the  fiscal  year  ending  December  31,  1997:
104,808,568  shares voted for this proposal,  245,090 shares voted against,  and
344,540  shares  abstained.  No broker  non-votes were cast with respect to this
proposal.

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, 1997,  under "Item 5. Other
Events," the Company filed a press release  announcing its consolidated  results
for the first 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:  August 11, 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.)

10.5        360   Communications   Company  Amended  and  Restated  1996  Equity
            Incentive Plan. *

27          Financial Data Schedule.

----------
*  Indicates management contract or compensating plan or arrangement.





                                       15