1
<PAGE>





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

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



                                March 11, 1997
        ----------------------------------------------------------------
                 Date of Report (Date of earlier event reported)




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



       Delaware               1 - 14108                   47-0649117
----------------------   -------------------   --------------------------------
(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)



                  8725 W. Higgins Road, Chicago, Illinois 60631
         ---------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)




                                 (773) 399-2500
            ---------------------------------------------------------
              (Registrant's telephone number, including area code)






                                        2
<PAGE>

Item 5.  Other Events.

          On March 11, 1997, 360 Communications Company (the "Company") issued a
press  release  announcing  the Company's  expectations  regarding the impact of
increased customer growth, the introduction of the Company's simplified cellular
service pricing plans and losses attributable to cellular fraud on the operating
results  of the  Company  for the  first  quarter  of 1997.  A copy of the press
release is attached hereto as Exhibit 1.


Item 7.  Financial Statements and Exhibits.

          (c) Exhibits.

          Exhibit 1: Press Release issued by 360 Communications Company on March
11, 1997 announcing the Company's expectations regarding the impact of increased
customer growth, the introduction of the Company's  simplified  cellular service
pricing plans and losses attributable to cellular fraud on the operating results
of the Company for the first quarter of 1997.

                                        3

<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/ Rachel B. Ferber
                             Rachel B. Ferber
                             Vice President and Assistant General Counsel




Date:  March 11, 1997




                                        4
<PAGE>



                                  EXHIBIT INDEX




   Exhibit
     No.                              Description of Exhibits
  ---------                        ----------------------------

      1          Press Release issued by 360 Communications Company on March 11,
                 1997 announcing the Company's expectations regarding the impact
                 of increased customer growth, the introduction of the Company's
                 simplified   cellular   service   pricing   plans  and   losses
                 attributable to cellular fraud on the operating  results of the
                 Company for the first quarter of 1997.



                                       5



<PAGE>

360 Communications....8725 W. Higgins Road....Chicago, Illinois
60631..(773)399-2000


MEDIA:
                                                           FOR IMMEDIATE RELEASE
Sal Cinquegrani
(773) 399-2783 (office)
(847) 727-3601 (cellular)

ANALYSTS:
Dave Gould
(773) 399-2284 (office)
(312) 805-0042 (cellular)


360 EXPECTS RECORD CUSTOMER GROWTH,  SIMPLIFIED  PRICING AND CELLULAR FRAUD WILL
IMPACT FIRST QUARTER EARNINGS


          (Chicago),  March 11,  1997 -- 360  Communications  Company  (NYSE:XO)
today  announced  that its  customer  growth  in the  first  quarter  of 1997 is
expected to  substantially  exceed its customer  gain of 94,000 during the first
quarter of 1996.
          360 is  attributing  its strong first quarter  customer  growth to its
successful  new  brand  launch;   continued   promotional   activity;   and  the
introduction   of   simplified   pricing   plans.   As  part  of  the  company's
simplification  effort,  its new  roaming  rate  plans,  which were  implemented
earlier this year, are expected to reduce operating revenues by approximately $4
million to $5 million in the first quarter of 1997.
          As previously  announced,  the company incurred  cellular fraud losses
primarily  in  December  1996 that were $6 million  higher  than its  historical
cellular  fraud level of 1 percent of service  revenues.  Although the company's
cellular fraud activity has declined each month since, it is expected to average
approximately $3 million per month, above historical costs, in the first quarter
of 1997.
          "360 is  experiencing  robust customer growth and, as a result of that
growth, our first quarter results will be affected by higher acquisition costs,"
said  Dennis  E.  Foster,   president  and  chief   executive   officer  of  360
Communications.  "With respect to cellular  fraud,  we have been very aggressive
and have  implemented  several  measures to stem our cellular fraud losses,  and
those losses are declining."
          360 plans to announce  its first  quarter 1997 results on April 15 The
company's  full  management  team will meet  with  more  than 100  analysts  and
investors during a previously scheduled meeting today in New York.
          Chicago-based  360  Communications  provides  wireless  voice and data
services  to more than 2.1  million  customers  in more than 100  markets  in 16
states. The company also offers residential long distance and paging services.

                                       ###

NOTE TO  INVESTORS/ANALYSTS:  The  company  has  established  a  call-in  number
(800.621-9420)  from its meeting in New York to provide investors an opportunity
to hear Dennis Foster's  comments  beginning at  approximately  10 a.m.  eastern
time.  Mr.  Foster's  comments  will be taped and  available  on a replay  basis
(402.220.3014) beginning at approximately 2 p.m., eastern time.

To obtain financial information or copies of quarterly earnings and other recent
news  releases  issued by the  company,  please  call  toll-free  1.888.360.INFO
(1.888.360.4636),  24 hours a day, seven days a week. 360  Communications'  news
releases are also  available  through PR Newswire and can be accessed by calling
1.800. 578.7888, #111849.


                                       6
<PAGE>
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1
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                       -----------------------------------

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                                March 11, 1997
        ----------------------------------------------------------------
                 Date of Report (Date of earlier event reported)

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

       Delaware               1 - 14108                   47-0649117
----------------------   -------------------   --------------------------------
(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)

                  8725 W. Higgins Road, Chicago, Illinois 60631
         ---------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (773) 399-2500
            ---------------------------------------------------------
              (Registrant's telephone number, including area code)

                                        2
Item 5.  Other Events.

          On March 11, 1997, 360 Communications Company (the "Company") issued a
press  release  announcing  the Company's  expectations  regarding the impact of
increased customer growth, the introduction of the Company's simplified cellular
service pricing plans and losses attributable to cellular fraud on the operating
results  of the  Company  for the  first  quarter  of 1997.  A copy of the press
release is attached hereto as Exhibit 1.

Item 7.  Financial Statements and Exhibits.

          (c) Exhibits.

          Exhibit 1: Press Release issued by 360 Communications Company on March
11, 1997 announcing the Company's expectations regarding the impact of increased
customer growth, the introduction of the Company's  simplified  cellular service
pricing plans and losses attributable to cellular fraud on the operating results
of the Company for the first quarter of 1997.

                                        3
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/ Rachel B. Ferber
                             Rachel B. Ferber
                             Vice President and Assistant General Counsel

Date:  March 11, 1997

                                        4
EXHIBIT INDEX

   Exhibit
     No.                              Description of Exhibits
  ---------                        ----------------------------

      1          Press Release issued by 360 Communications Company on March 11,
                 1997 announcing the Company's expectations regarding the impact
                 of increased customer growth, the introduction of the Company's
                 simplified   cellular   service   pricing   plans  and   losses
                 attributable to cellular fraud on the operating  results of the
                 Company for the first quarter of 1997.

                                       5
360 Communications....8725 W. Higgins Road....Chicago, Illinois
60631..(773)399-2000

MEDIA:
                                                           FOR IMMEDIATE RELEASE
Sal Cinquegrani
(773) 399-2783 (office)
(847) 727-3601 (cellular)

ANALYSTS:
Dave Gould
(773) 399-2284 (office)
(312) 805-0042 (cellular)

360 EXPECTS RECORD CUSTOMER GROWTH,  SIMPLIFIED  PRICING AND CELLULAR FRAUD WILL
IMPACT FIRST QUARTER EARNINGS

          (Chicago),  March 11,  1997 -- 360  Communications  Company  (NYSE:XO)
today  announced  that its  customer  growth  in the  first  quarter  of 1997 is
expected to  substantially  exceed its customer  gain of 94,000 during the first
quarter of 1996.
          360 is  attributing  its strong first quarter  customer  growth to its
successful  new  brand  launch;   continued   promotional   activity;   and  the
introduction   of   simplified   pricing   plans.   As  part  of  the  company's
simplification  effort,  its new  roaming  rate  plans,  which were  implemented
earlier this year, are expected to reduce operating revenues by approximately $4
million to $5 million in the first quarter of 1997.
          As previously  announced,  the company incurred  cellular fraud losses
primarily  in  December  1996 that were $6 million  higher  than its  historical
cellular  fraud level of 1 percent of service  revenues.  Although the company's
cellular fraud activity has declined each month since, it is expected to average
approximately $3 million per month, above historical costs, in the first quarter
of 1997.
          "360 is  experiencing  robust customer growth and, as a result of that
growth, our first quarter results will be affected by higher acquisition costs,"
said  Dennis  E.  Foster,   president  and  chief   executive   officer  of  360
Communications.  "With respect to cellular  fraud,  we have been very aggressive
and have  implemented  several  measures to stem our cellular fraud losses,  and
those losses are declining."
          360 plans to announce  its first  quarter 1997 results on April 15 The
company's  full  management  team will meet  with  more  than 100  analysts  and
investors during a previously scheduled meeting today in New York.
          Chicago-based  360  Communications  provides  wireless  voice and data
services  to more than 2.1  million  customers  in more than 100  markets  in 16
states. The company also offers residential long distance and paging services.

                                       ###

NOTE TO  INVESTORS/ANALYSTS:  The  company  has  established  a  call-in  number
(800.621-9420)  from its meeting in New York to provide investors an opportunity
to hear Dennis Foster's  comments  beginning at  approximately  10 a.m.  eastern
time.  Mr.  Foster's  comments  will be taped and  available  on a replay  basis
(402.220.3014) beginning at approximately 2 p.m., eastern time.

To obtain financial information or copies of quarterly earnings and other recent
news  releases  issued by the  company,  please  call  toll-free  1.888.360.INFO
(1.888.360.4636),  24 hours a day, seven days a week. 360  Communications'  news
releases are also  available  through PR Newswire and can be accessed by calling
1.800. 578.7888, #111849.

                                       6