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



                                February 14, 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)




                                 (733) 399-2500
            ---------------------------------------------------------
              (Registrant's telephone number, including area code)






                                        2
<PAGE>






Item 5. Other Events.


On February 14, 1997, 360 Communications  Company (the "Company") issued a press
release  announcing the  consolidated  operating  results of the Company and its
subsidiaries  for the fourth  quarter  and  year-end  1996.  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 February
14, 1997  regarding  the  consolidated  operating  results of 360  Communication
Company and its subsidiaries for the fourth quarter and year-end 1996.



                                        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/ Gary L. Burge
                             Gary L. Burge
                             Senior Vice President - Finance




Date:  February 14, 1997




                                        4
<PAGE>






                                  EXHIBIT INDEX


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

   1           Press Release  issued by 360  Communications  Company on February
               14, 1997  regarding  the  consolidated  operating  results of 360
               Communications  Company  and  its  subsidiaries  for  the  fourth
               quarter and year-end 1996.



                                        5
<PAGE>





360   Communications....Corporate   Communications....8725   W.  Higgins
Road....Chicago, Illinois 60631....(773)399-2200


                                                           FOR IMMEDIATE RELEASE

MEDIA:
Sal Cinquegrani   Margaret Kirch Cohen
(773) 399-2783    (773) 399-2385

ANALYSTS:
Dave Gould
(773) 399-2284


       360 COMMUNICATIONS REPORTS RECORD FOURTH QUARTER,  YEAR-END 1996 CUSTOMER
       GAIN, REVENUES AND OPERATING CASH FLOW

         (Chicago) Feb. 14, 1997 --  Chicago-based  360  Communications  Company
(NYSE:XO)  today reported record fourth quarter and year-end 1996 customer gain,
revenues and operating cash flow. The company said its annual  cellular  service
revenues surpassed the billion-dollar mark for the first time, its customer base
reached a milestone  of more than 2.1 million  and it produced  positive  annual
earnings for the first time in the company's history.
         Excluding  customers  added through 360's  acquisition  of  Independent
Cellular  Network  properties in the fourth quarter of 1996, 360  Communications
added a record 168,000 net customers during the quarter,  up from 153,000 during
the fourth quarter of 1995.  During 1996,  360 added a record 470,000  customers
through internal growth and 185,000 customers through  acquisitions,  to end the
year with more than 2.1  million  customers,  up 44 percent  from 1.5 million at
Dec. 31, 1995.
         "We are very pleased with our  performance  during our first year as an
independent company," said Dennis Foster,  president and chief executive officer
of 360 Communications.  "In addition to producing record results, during 1996 we
introduced our new name and logo, launched residential long distance and paging,
rolled out Code

                                        6
<PAGE>



360 Reports Fourth Quarter/Year-End Results
Page 2


Division  Multiple  Access (CDMA)  digital  service in Las Vegas,  and completed
approximately  $600 million in  acquisitions  to further  strengthen  our market
clusters. Collectively, we acquired 4 million potential customers (POPS) at very
attractive values for our shareowners.  Since we began offering residential long
distance  service in August 1996, we've signed up more than 50,000 long distance
customers -- another  indication  that our customers  value their  relationships
with 360."
         The company  reported record total  operating  revenues of $300 million
during the fourth  quarter of 1996, up from $228 million in the same period last
year.  For the year ended Dec. 31, 1996, the company  reported  total  operating
revenues of $1.1  billion,  up 31 percent  from $834  million in 1995.  Cellular
service  revenues  during the fourth  quarter of 1996 were $287  million,  up 32
percent from $217 million reported for the same period in 1995. Cellular service
revenues for the year were $1 billion,  up 33 percent from $789 million reported
in 1995.
         360 reported record fourth quarter  operating cash flow of $84 million,
a 34 percent  increase from $63 million  reported in the fourth quarter of 1995.
For the year, 360 reported  operating  cash flow of $367 million,  compared with
$260  million in 1995,  an  increase of 41 percent.  Operating  cash flow,  as a
percentage  of  cellular  service  revenues,  reached 35  percent  for the year,
compared with 33 percent in 1995.
         360 Communications  reported net income of $5.4 million, or 4 cents per
share,  for the fourth quarter of 1996,  compared with  $435,000,  approximately
break-even  per share for the fourth  quarter of 1995.  For the year ending Dec.
31,  1996,  360  reported  net income of $59.5  million,  or 50 cents per share,
compared  with a loss of $1.7  million,  or a loss of 1 cent per  share in 1995,
making 1996 the first  profitable year in the company's  history.  As previously
announced,  360  recognized  charges of 6 to 8 cents per share during the fourth
quarter of 1996, which included earnings from  unconsolidated  subsidiaries that
fell short of expectations,  a one-time federal income tax adjustment and higher
than projected fraud losses in December.

                                        7

<PAGE>



360 Reports Fourth Quarter/Year-End Results
Page 3


         The company  reported a market  penetration  rate of 8.9 percent at the
end of the fourth  quarter of 1996,  compared  with 7.6  percent  for the fourth
quarter of 1995.  360's  total  market  penetration  is among the highest in the
industry.  The company has more than 15 percent penetration in eight markets and
more than 10 percent  penetration  in 19 additional  markets.  360's churn rate,
which is a measure of customer  retention,  was 1.86  percent in 1996,  which is
better than the industry average.
         "Our team remains focused on delivering  results," Foster said.  During
1997 we plan to  continue  growing  our  residential  long  distance  and paging
businesses,  and we expect to conduct market trials for local telephone service.
We also plan to begin building our Code Division  Multiple Access (CDMA) digital
infrastructure in Raleigh,  N.C., to increase operating efficiencies and prepare
for future customer growth.
         "Our strong  local  presence  continues  to be a strategic  competitive
advantage.  As a leader in the  wireless  industry,  360 is well  positioned  to
compete in our markets and to continue delivering products and services that are
of value to our customers."
         Chicago-based  360  Communications  provides  wireless  voice  and data
services to more than 2.1 million customers in more than 100 markets in Alabama,
Florida, Illinois,  Indiana, Iowa, Kentucky, Nevada, New Mexico, North Carolina,
Ohio,  Pennsylvania,   South  Carolina,  Tennessee,  Texas,  Virginia  and  West
Virginia. The company also offers residential long distance and paging services.
In addition to the New York Stock Exchange,  360 Communications' stock is listed
on the Chicago and Pacific stock exchanges under the symbol XO.

                                       ###

To obtain  copies of the  company's  Form 10-K,  10-Qs,  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  (800)  578-7888,  #111849.  360's  internet  address is
www.360.com.

                                       8
<PAGE>

<TABLE>
<CAPTION>

                   360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                             (Thousands of Dollars)
                                   (Unaudited)



                                                       For the Three Months               For the Year
                                                        Ended December 31,              Ended December 31,
                                                   --------------------------       --------------------------
                                                       1996           1995              1996           1995
                                                   -----------    -----------       -----------    -----------
<S>                                                <C>            <C>               <C>            <C>   
Operating Revenues
Cellular Service Revenues ......................   $   286,593    $   217,431       $ 1,052,726    $   789,459
Equipment Sales ................................        13,735         10,831            43,146         44,956
                                                   -----------    -----------       -----------    -----------
     Total Operating Revenues ..................       300,328        228,262         1,095,872        834,415
                                                   -----------    -----------       -----------    -----------

Operating Expenses
Cost of Service ................................        31,253         17,734            99,745         68,223
Cost of Equipment Sales ........................        33,317         31,508           104,327        109,441
Other Operations Expense .......................        15,952         12,064            55,776         40,591
Sales, Marketing and Advertising Expenses ......        63,001         43,786           206,147        141,505
General, Administrative and Other Expenses .....        72,904         60,636           263,191        214,536
Depreciation and Amortization ..................        41,854         31,065           146,841        114,731
                                                   -----------    -----------       -----------    -----------
     Total Operating Expenses ..................       258,281        196,793           876,027        689,027
                                                   -----------    -----------       -----------    -----------

Operating Income ...............................        42,047         31,469           219,845        145,388
Interest Expense ...............................       (27,510)       (32,159)         (106,364)      (127,240)
Minority Interests in Net Income
   of Consolidated Entities ....................        (8,454)        (8,051)          (46,622)       (34,269)
Equity in Net Income of
   Unconsolidated Entities .....................         9,875         16,450            50,234         40,016
Other Income (Expense), net ....................          (168)         1,003               255           (185)
                                                   -----------    -----------       -----------    -----------
Income Before Income Taxes .....................        15,790          8,712           117,348         23,710
Income Tax Expense .............................        10,421          8,277            57,829         25,405
                                                   -----------    -----------       -----------    -----------
     Net Income (Loss) .........................   $     5,369    $       435       $    59,519    $    (1,695)
                                                   ===========    ===========       ===========    ===========

Net Income (Loss) per Share (in Dollars) .......   $      0.04    $      0.00<F1>   $      0.50    $     (0.01)<F1>
                                                   ===========    ===========       ===========    ===========
 
Weighted Average Shares
   Outstanding, in thousands ...................       121,342        117,118<F1>       118,136        116,706<F1>
                                                   ===========    ===========       ===========    ===========


<FN>
<F1>
(1) In 1995 Net  Income  (Loss)  per Share has been  calculated  based  upon the
number  of Sprint  Corporation  weighted  average  shares  outstanding  for each
respective  period,  adjusted  for a  conversion  ratio of 1 share of 360 Common
Stock to 3 shares of Sprint Common Stock.

(2) Certain amounts have been  reclassified to conform to the presentation  used
for the Three Months and Year Ended December 31, 1996.
</FN>
</TABLE>
                                       9
<PAGE>

                   360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                                 OPERATING DATA

                                    Unaudited


                                                   For the Three Months Ended
                                                      and as of December 31,
                                               ---------------------------------
                                                   1996               1995
                                               -------------     ---------------

EBITDA (in thousands)                           $    83,901      $      62,534
EBITDA Margin                                         29.28%             28.76%
Capital Expenditures (in thousands)             $   106,580      $      53,624
Controlled POPs                                   4,192,590         19,670,534
Controlled Customers                              2,156,412          1,501,757
Gross Customer Additions                            292,091            239,189
Net Customer Additions                              167,661            153,261
Average Customers                                 2,023,923          1,408,924
Churn                                                  1.88%              1.86%
Penetration                                            8.91%              7.63%
Service Revenue per Average Customer per Month  $     47.20      $       51.44
Cost to Acquire a New Customer (1)              $       273      $         270




                                                       For the Year Ended
                                                      and as of December 31,
                                               --------------------------------
                                                    1996             1995
                                               --------------   ---------------

EBITDA (in thousands)                                366,686    $      260,119
EBITDA Margin                                          34.83%            32.95%
Capital Expenditures (in thousands)             $    300,123    $      323,651
Controlled POPs                                   24,192,590        19,670,534
Controlled Customers (2)                           2,156,412         1,501,757
Gross Customer Additions (3)                         874,318           734,612
Net Customer Additions (3)                           469,785           461,768
Average Customers                                  1,776,040         1,240,970
Churn                                                   1.86%             1.81%
Penetration                                             8.91%             7.63%
Service Revenue per Average Customer per Month  $      49.39    $        53.01
Cost to Acquire a New Customer (1)              $        302    $          280


(1)   Cost to Acquire a New Customer  includes Sales,  Marketing and Advertising
      Expenses and the gross margin on equipment sales.
(2)   Controlled  Customers include 184,870 customers added through acquisitions
      which were completed in 1996.  There were 138,223  customers added through
      acquisitions in the fourth quarter of 1996.
(3)   The 1996 amounts exclude customer base acquired.

                                       10
<PAGE>


                   360 COMMUNICATIONS COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             (Thousands of Dollars)
                                   (Unaudited)

                                                           December 31,
                                                  -----------------------------
         ASSETS                                        1996            1995
                                                  -------------    ------------
Current Assets 
Cash and Cash Equivalents                         $      2,554     $    19,023
Accounts Receivable, less allowances
  of  $5,730 and $2,370,  respectively                 102,483          68,087
Other Receivables                                       27,090          29,799
Unbilled Revenue                                        35,712          23,481
Inventory                                               35,908          19,576
Deferred Income Taxes                                    8,462           ----- 
Prepaid Expenses and Other                              16,634           6,604
                                                  -------------    ------------
    Total Current Assets                               228,843         166,570
                                                  -------------    ------------

Property, Plant and Equipment                        1,499,407       1,151,157
Less: Accumulated Depreciation                         415,981         300,703
                                                  -------------    ------------
Property, Plant and Equipment, net                   1,083,426         850,454
                                                  -------------    ------------

Investments in Unconsolidated Entities                 349,231         318,287
Intangibles, net                                     1,136,587         632,756
Other Assets                                            13,982           5,179
                                                  -------------    ------------
    Total Assets                                  $  2,812,069     $ 1,973,246
                                                  =============    ============

         LIABILITIES AND SHAREOWNERS' EQUITY

Current Liabilities
Trade Accounts and Other Payables                 $    227,654     $   111,770
Short-Term Borrowings                                   43,750           -----
Advance Billings                                        28,314          20,559
Accrued Taxes                                           17,951          19,690
Accrued Agent Commissions                               12,089          15,417
Other                                                   21,090          27,092
                                                  -------------    ------------
    Total Current Liabilities                          350,848         194,528
                                                  -------------    ------------

Long-Term Debt                                       1,699,778           ----- 
Advances From and Notes to Affiliates                    -----       1,517,729
                                                  -------------    ------------

Deferred Credits and Other Liabilities
Deferred Income Taxes                                  113,005          99,168
Postretirement and Other Benefit Obligations             5,855          12,859
                                                  -------------    ------------
    Total Deferred Credits and Other Liabilities       118,860         112,027
                                                  -------------    ------------

Minority Interests in Consolidated Entities            180,083         146,894
                                                  -------------    ------------

Shareowners' Equity
Common Stock ($.01 par value; 1,000,000,000
  shares authorized;123,308,921 shares
  issued and outstanding)                               1,233          11,541
Additional Paid-In Capital                            772,199         360,978
Accumulated Deficit                                  (310,932)       (370,451)
                                                 -------------    ------------
    Total Shareowners' Equity                         462,500           2,068
                                                 -------------    ------------
    Total Liabilities and Shareowners' Equity    $  2,812,069     $ 1,973,246
                                                 =============    ============

                                       11
<PAGE>

<TABLE>
<CAPTION>

                   360 COMMUNICATIONS COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Thousands of Dollars)
                                   (Unaudited)


                                                          For the Year Ended December 31,
                                                       -------------------------------------
                                                           1996        1995         1994
                                                       -----------  -----------  -----------
<S>                                                    <C>          <C>          <C>   
Operating Activities
Net Income (Loss)                                      $   59,519   $   (1,695)  $  (19,757)
Adjustments to Reconcile Net Income (Loss) to Net                                    
  Cash Provided by Operating Activities:
     Depreciation and Amortization                        146,841      114,731       92,435
     Deferred Income Taxes                                 36,197       36,267       20,646
     Loss on the Sale of Cellular Property                                            4,352
     Equity in Net Income of Unconsolidated
       Entities, net of distributions                     (27,838)      (7,206)     (10,899)
     Minority Interests in Net Income of
       Consolidated Entities                               46,622       34,269       22,110
     Changes in Operating Assets and Liabilities
        Receivables, net                                  (28,748)     (20,610)     (23,111)
        Other Current Assets                              (23,222)       7,592      (18,225)
        Trade Accounts and Other Payables                 110,146        3,420       38,293
        Accrued Expenses and Other
            Current Liabilities                            (3,984)       6,365       36,590
        Noncurrent Assets and Liabilities, net               (685)      12,007       (1,455)
     Other, net                                             4,425       (1,847)         834
                                                       -----------  -----------   ----------
Net Cash Provided by Operating Activities                 319,273      183,293      141,813
                                                       -----------  -----------   ----------

Investing Activities
Capital Expenditures                                     (300,123)    (323,651)    (264,333)
Acquisitions                                             (352,533)      (1,142)       -----
Investment in Unconsolidated Entities and Other           (14,890)      (3,743)      (8,009)
Proceeds from Sale of Cellular Property                     -----        -----        9,920
                                                       -----------  -----------   ----------
Net Cash Used by Investing Activities                    (667,546)    (328,536)    (262,422)
                                                       -----------  -----------   ----------

Financing Activities
Net Borrowings under Bank Revolving Credit Facility       664,106        -----        -----
Proceeds from Long-Term Debt                              900,000        -----        -----
Net Short-Term Borrowings                                  43,750        -----        -----
Increase in Advances from Affiliates                      135,892      158,482      107,294
Contributions from Minority Investors                       5,636        7,228       17,742
Distributions to Minority Investors                       (14,849)      (6,971)      (4,405)
Repayment of Advances from Affiliates                  (1,400,000)       -----        -----
Other                                                      (2,731)       -----        -----
                                                       -----------  -----------   ----------
Net Cash Provided by Financing Activities                 331,804      158,739      120,631
                                                       -----------  -----------   ----------

(Decrease) Increase in Cash and Cash Equivalents          (16,469)      13,496           22
Cash and Cash Equivalents at Beginning of Year             19,023        5,527        5,505
                                                       -----------  -----------   ----------
Cash and Cash Equivalents at End of Year               $    2,554   $   19,023    $   5,527
                                                       ===========  ===========   ==========
</TABLE>
                                       12
<PAGE>




February 14, 1997



Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

Attention: Filing Desk, Stop 1-4

Re: Current Report on Form 8-K of 360  Communications Company

Ladies and Gentlemen:

On behalf of 360  Communications  Company  (the  "Company"),  I am  transmitting
herewith for filing with the Commission  pursuant to Sections 13 or 15(d) of the
Securities  Exchange Act of 1934, as amended,  a copy of the  Company's  Current
Report on Form 8-K, with  attached  exhibit,  relating to events  reported as of
February 14, 1997.



Very truly yours,
[{"type": "8-K", "sequence": "1", "description": "NEWS RELEASE", "secsgml_size_bytes": 27638}]
{"company-data": {"conformed-name": "360 COMMUNICATIONS CO", "cik": "0001003959", "assigned-sic": "4813", "irs-number": "470649117", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14108", "film-number": "97534716"}, "business-address": {"street1": "8725 W HIGGINS RD", "city": "CHICAGO", "state": "IL", "zip": "60631", "phone": "3123992500"}, "mail-address": {"street1": "8725 W HIGGINS ROAD", "city": "CHICAGO", "state": "IL", "zip": "60631"}, "former-company": {"former-conformed-name": "SPRINT CELLULAR CO", "date-changed": "19951124"}}
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

                                February 14, 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)

                                 (733) 399-2500
            ---------------------------------------------------------
              (Registrant's telephone number, including area code)

                                        2
Item 5. Other Events.

On February 14, 1997, 360 Communications  Company (the "Company") issued a press
release  announcing the  consolidated  operating  results of the Company and its
subsidiaries  for the fourth  quarter  and  year-end  1996.  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 February
14, 1997  regarding  the  consolidated  operating  results of 360  Communication
Company and its subsidiaries for the fourth quarter and year-end 1996.

                                        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/ Gary L. Burge
                             Gary L. Burge
                             Senior Vice President - Finance

Date:  February 14, 1997

                                        4
EXHIBIT INDEX

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

   1           Press Release  issued by 360  Communications  Company on February
               14, 1997  regarding  the  consolidated  operating  results of 360
               Communications  Company  and  its  subsidiaries  for  the  fourth
               quarter and year-end 1996.

                                        5
360   Communications....Corporate   Communications....8725   W.  Higgins
Road....Chicago, Illinois 60631....(773)399-2200

                                                           FOR IMMEDIATE RELEASE

MEDIA:
Sal Cinquegrani   Margaret Kirch Cohen
(773) 399-2783    (773) 399-2385

ANALYSTS:
Dave Gould
(773) 399-2284

       360 COMMUNICATIONS REPORTS RECORD FOURTH QUARTER,  YEAR-END 1996 CUSTOMER
       GAIN, REVENUES AND OPERATING CASH FLOW

         (Chicago) Feb. 14, 1997 --  Chicago-based  360  Communications  Company
(NYSE:XO)  today reported record fourth quarter and year-end 1996 customer gain,
revenues and operating cash flow. The company said its annual  cellular  service
revenues surpassed the billion-dollar mark for the first time, its customer base
reached a milestone  of more than 2.1 million  and it produced  positive  annual
earnings for the first time in the company's history.
         Excluding  customers  added through 360's  acquisition  of  Independent
Cellular  Network  properties in the fourth quarter of 1996, 360  Communications
added a record 168,000 net customers during the quarter,  up from 153,000 during
the fourth quarter of 1995.  During 1996,  360 added a record 470,000  customers
through internal growth and 185,000 customers through  acquisitions,  to end the
year with more than 2.1  million  customers,  up 44 percent  from 1.5 million at
Dec. 31, 1995.
         "We are very pleased with our  performance  during our first year as an
independent company," said Dennis Foster,  president and chief executive officer
of 360 Communications.  "In addition to producing record results, during 1996 we
introduced our new name and logo, launched residential long distance and paging,
rolled out Code

                                        6
360 Reports Fourth Quarter/Year-End Results
Page 2

Division  Multiple  Access (CDMA)  digital  service in Las Vegas,  and completed
approximately  $600 million in  acquisitions  to further  strengthen  our market
clusters. Collectively, we acquired 4 million potential customers (POPS) at very
attractive values for our shareowners.  Since we began offering residential long
distance  service in August 1996, we've signed up more than 50,000 long distance
customers -- another  indication  that our customers  value their  relationships
with 360."
         The company  reported record total  operating  revenues of $300 million
during the fourth  quarter of 1996, up from $228 million in the same period last
year.  For the year ended Dec. 31, 1996, the company  reported  total  operating
revenues of $1.1  billion,  up 31 percent  from $834  million in 1995.  Cellular
service  revenues  during the fourth  quarter of 1996 were $287  million,  up 32
percent from $217 million reported for the same period in 1995. Cellular service
revenues for the year were $1 billion,  up 33 percent from $789 million reported
in 1995.
         360 reported record fourth quarter  operating cash flow of $84 million,
a 34 percent  increase from $63 million  reported in the fourth quarter of 1995.
For the year, 360 reported  operating  cash flow of $367 million,  compared with
$260  million in 1995,  an  increase of 41 percent.  Operating  cash flow,  as a
percentage  of  cellular  service  revenues,  reached 35  percent  for the year,
compared with 33 percent in 1995.
         360 Communications  reported net income of $5.4 million, or 4 cents per
share,  for the fourth quarter of 1996,  compared with  $435,000,  approximately
break-even  per share for the fourth  quarter of 1995.  For the year ending Dec.
31,  1996,  360  reported  net income of $59.5  million,  or 50 cents per share,
compared  with a loss of $1.7  million,  or a loss of 1 cent per  share in 1995,
making 1996 the first  profitable year in the company's  history.  As previously
announced,  360  recognized  charges of 6 to 8 cents per share during the fourth
quarter of 1996, which included earnings from  unconsolidated  subsidiaries that
fell short of expectations,  a one-time federal income tax adjustment and higher
than projected fraud losses in December.

                                        7
360 Reports Fourth Quarter/Year-End Results
Page 3

         The company  reported a market  penetration  rate of 8.9 percent at the
end of the fourth  quarter of 1996,  compared  with 7.6  percent  for the fourth
quarter of 1995.  360's  total  market  penetration  is among the highest in the
industry.  The company has more than 15 percent penetration in eight markets and
more than 10 percent  penetration  in 19 additional  markets.  360's churn rate,
which is a measure of customer  retention,  was 1.86  percent in 1996,  which is
better than the industry average.
         "Our team remains focused on delivering  results," Foster said.  During
1997 we plan to  continue  growing  our  residential  long  distance  and paging
businesses,  and we expect to conduct market trials for local telephone service.
We also plan to begin building our Code Division  Multiple Access (CDMA) digital
infrastructure in Raleigh,  N.C., to increase operating efficiencies and prepare
for future customer growth.
         "Our strong  local  presence  continues  to be a strategic  competitive
advantage.  As a leader in the  wireless  industry,  360 is well  positioned  to
compete in our markets and to continue delivering products and services that are
of value to our customers."
         Chicago-based  360  Communications  provides  wireless  voice  and data
services to more than 2.1 million customers in more than 100 markets in Alabama,
Florida, Illinois,  Indiana, Iowa, Kentucky, Nevada, New Mexico, North Carolina,
Ohio,  Pennsylvania,   South  Carolina,  Tennessee,  Texas,  Virginia  and  West
Virginia. The company also offers residential long distance and paging services.
In addition to the New York Stock Exchange,  360 Communications' stock is listed
on the Chicago and Pacific stock exchanges under the symbol XO.

                                       ###

To obtain  copies of the  company's  Form 10-K,  10-Qs,  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  (800)  578-7888,  #111849.  360's  internet  address is
www.360.com.

                                       8
360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                             (Thousands of Dollars)
                                   (Unaudited)

                                                       For the Three Months               For the Year
                                                        Ended December 31,              Ended December 31,
                                                   --------------------------       --------------------------
                                                       1996           1995              1996           1995
                                                   -----------    -----------       -----------    -----------
Operating Revenues
Cellular Service Revenues ......................   $   286,593    $   217,431       $ 1,052,726    $   789,459
Equipment Sales ................................        13,735         10,831            43,146         44,956
                                                   -----------    -----------       -----------    -----------
     Total Operating Revenues ..................       300,328        228,262         1,095,872        834,415
                                                   -----------    -----------       -----------    -----------

Operating Expenses
Cost of Service ................................        31,253         17,734            99,745         68,223
Cost of Equipment Sales ........................        33,317         31,508           104,327        109,441
Other Operations Expense .......................        15,952         12,064            55,776         40,591
Sales, Marketing and Advertising Expenses ......        63,001         43,786           206,147        141,505
General, Administrative and Other Expenses .....        72,904         60,636           263,191        214,536
Depreciation and Amortization ..................        41,854         31,065           146,841        114,731
                                                   -----------    -----------       -----------    -----------
     Total Operating Expenses ..................       258,281        196,793           876,027        689,027
                                                   -----------    -----------       -----------    -----------

Operating Income ...............................        42,047         31,469           219,845        145,388
Interest Expense ...............................       (27,510)       (32,159)         (106,364)      (127,240)
Minority Interests in Net Income
   of Consolidated Entities ....................        (8,454)        (8,051)          (46,622)       (34,269)
Equity in Net Income of
   Unconsolidated Entities .....................         9,875         16,450            50,234         40,016
Other Income (Expense), net ....................          (168)         1,003               255           (185)
                                                   -----------    -----------       -----------    -----------
Income Before Income Taxes .....................        15,790          8,712           117,348         23,710
Income Tax Expense .............................        10,421          8,277            57,829         25,405
                                                   -----------    -----------       -----------    -----------
     Net Income (Loss) .........................   $     5,369    $       435       $    59,519    $    (1,695)
                                                   ===========    ===========       ===========    ===========

Net Income (Loss) per Share (in Dollars) .......   $      0.04    $      0.00
$      0.50    $     (0.01)
===========    ===========       ===========    ===========
 
Weighted Average Shares
   Outstanding, in thousands ...................       121,342        117,118
118,136        116,706
===========    ===========       ===========    ===========
(1) In 1995 Net  Income  (Loss)  per Share has been  calculated  based  upon the
number  of Sprint  Corporation  weighted  average  shares  outstanding  for each
respective  period,  adjusted  for a  conversion  ratio of 1 share of 360 Common
Stock to 3 shares of Sprint Common Stock.

(2) Certain amounts have been  reclassified to conform to the presentation  used
for the Three Months and Year Ended December 31, 1996.
9
360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                                 OPERATING DATA

                                    Unaudited

                                                   For the Three Months Ended
                                                      and as of December 31,
                                               ---------------------------------
                                                   1996               1995
                                               -------------     ---------------

EBITDA (in thousands)                           $    83,901      $      62,534
EBITDA Margin                                         29.28%             28.76%
Capital Expenditures (in thousands)             $   106,580      $      53,624
Controlled POPs                                   4,192,590         19,670,534
Controlled Customers                              2,156,412          1,501,757
Gross Customer Additions                            292,091            239,189
Net Customer Additions                              167,661            153,261
Average Customers                                 2,023,923          1,408,924
Churn                                                  1.88%              1.86%
Penetration                                            8.91%              7.63%
Service Revenue per Average Customer per Month  $     47.20      $       51.44
Cost to Acquire a New Customer (1)              $       273      $         270

                                                       For the Year Ended
                                                      and as of December 31,
                                               --------------------------------
                                                    1996             1995
                                               --------------   ---------------

EBITDA (in thousands)                                366,686    $      260,119
EBITDA Margin                                          34.83%            32.95%
Capital Expenditures (in thousands)             $    300,123    $      323,651
Controlled POPs                                   24,192,590        19,670,534
Controlled Customers (2)                           2,156,412         1,501,757
Gross Customer Additions (3)                         874,318           734,612
Net Customer Additions (3)                           469,785           461,768
Average Customers                                  1,776,040         1,240,970
Churn                                                   1.86%             1.81%
Penetration                                             8.91%             7.63%
Service Revenue per Average Customer per Month  $      49.39    $        53.01
Cost to Acquire a New Customer (1)              $        302    $          280

(1)   Cost to Acquire a New Customer  includes Sales,  Marketing and Advertising
      Expenses and the gross margin on equipment sales.
(2)   Controlled  Customers include 184,870 customers added through acquisitions
      which were completed in 1996.  There were 138,223  customers added through
      acquisitions in the fourth quarter of 1996.
(3)   The 1996 amounts exclude customer base acquired.

                                       10
360 COMMUNICATIONS COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             (Thousands of Dollars)
                                   (Unaudited)

                                                           December 31,
                                                  -----------------------------
         ASSETS                                        1996            1995
                                                  -------------    ------------
Current Assets 
Cash and Cash Equivalents                         $      2,554     $    19,023
Accounts Receivable, less allowances
  of  $5,730 and $2,370,  respectively                 102,483          68,087
Other Receivables                                       27,090          29,799
Unbilled Revenue                                        35,712          23,481
Inventory                                               35,908          19,576
Deferred Income Taxes                                    8,462           ----- 
Prepaid Expenses and Other                              16,634           6,604
                                                  -------------    ------------
    Total Current Assets                               228,843         166,570
                                                  -------------    ------------

Property, Plant and Equipment                        1,499,407       1,151,157
Less: Accumulated Depreciation                         415,981         300,703
                                                  -------------    ------------
Property, Plant and Equipment, net                   1,083,426         850,454
                                                  -------------    ------------

Investments in Unconsolidated Entities                 349,231         318,287
Intangibles, net                                     1,136,587         632,756
Other Assets                                            13,982           5,179
                                                  -------------    ------------
    Total Assets                                  $  2,812,069     $ 1,973,246
                                                  =============    ============

         LIABILITIES AND SHAREOWNERS' EQUITY

Current Liabilities
Trade Accounts and Other Payables                 $    227,654     $   111,770
Short-Term Borrowings                                   43,750           -----
Advance Billings                                        28,314          20,559
Accrued Taxes                                           17,951          19,690
Accrued Agent Commissions                               12,089          15,417
Other                                                   21,090          27,092
                                                  -------------    ------------
    Total Current Liabilities                          350,848         194,528
                                                  -------------    ------------

Long-Term Debt                                       1,699,778           ----- 
Advances From and Notes to Affiliates                    -----       1,517,729
                                                  -------------    ------------

Deferred Credits and Other Liabilities
Deferred Income Taxes                                  113,005          99,168
Postretirement and Other Benefit Obligations             5,855          12,859
                                                  -------------    ------------
    Total Deferred Credits and Other Liabilities       118,860         112,027
                                                  -------------    ------------

Minority Interests in Consolidated Entities            180,083         146,894
                                                  -------------    ------------

Shareowners' Equity
Common Stock ($.01 par value; 1,000,000,000
  shares authorized;123,308,921 shares
  issued and outstanding)                               1,233          11,541
Additional Paid-In Capital                            772,199         360,978
Accumulated Deficit                                  (310,932)       (370,451)
                                                 -------------    ------------
    Total Shareowners' Equity                         462,500           2,068
                                                 -------------    ------------
    Total Liabilities and Shareowners' Equity    $  2,812,069     $ 1,973,246
                                                 =============    ============

                                       11
360 COMMUNICATIONS COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Thousands of Dollars)
                                   (Unaudited)

                                                          For the Year Ended December 31,
                                                       -------------------------------------
                                                           1996        1995         1994
                                                       -----------  -----------  -----------
Operating Activities
Net Income (Loss)                                      $   59,519   $   (1,695)  $  (19,757)
Adjustments to Reconcile Net Income (Loss) to Net                                    
  Cash Provided by Operating Activities:
     Depreciation and Amortization                        146,841      114,731       92,435
     Deferred Income Taxes                                 36,197       36,267       20,646
     Loss on the Sale of Cellular Property                                            4,352
     Equity in Net Income of Unconsolidated
       Entities, net of distributions                     (27,838)      (7,206)     (10,899)
     Minority Interests in Net Income of
       Consolidated Entities                               46,622       34,269       22,110
     Changes in Operating Assets and Liabilities
        Receivables, net                                  (28,748)     (20,610)     (23,111)
        Other Current Assets                              (23,222)       7,592      (18,225)
        Trade Accounts and Other Payables                 110,146        3,420       38,293
        Accrued Expenses and Other
            Current Liabilities                            (3,984)       6,365       36,590
        Noncurrent Assets and Liabilities, net               (685)      12,007       (1,455)
     Other, net                                             4,425       (1,847)         834
                                                       -----------  -----------   ----------
Net Cash Provided by Operating Activities                 319,273      183,293      141,813
                                                       -----------  -----------   ----------

Investing Activities
Capital Expenditures                                     (300,123)    (323,651)    (264,333)
Acquisitions                                             (352,533)      (1,142)       -----
Investment in Unconsolidated Entities and Other           (14,890)      (3,743)      (8,009)
Proceeds from Sale of Cellular Property                     -----        -----        9,920
                                                       -----------  -----------   ----------
Net Cash Used by Investing Activities                    (667,546)    (328,536)    (262,422)
                                                       -----------  -----------   ----------

Financing Activities
Net Borrowings under Bank Revolving Credit Facility       664,106        -----        -----
Proceeds from Long-Term Debt                              900,000        -----        -----
Net Short-Term Borrowings                                  43,750        -----        -----
Increase in Advances from Affiliates                      135,892      158,482      107,294
Contributions from Minority Investors                       5,636        7,228       17,742
Distributions to Minority Investors                       (14,849)      (6,971)      (4,405)
Repayment of Advances from Affiliates                  (1,400,000)       -----        -----
Other                                                      (2,731)       -----        -----
                                                       -----------  -----------   ----------
Net Cash Provided by Financing Activities                 331,804      158,739      120,631
                                                       -----------  -----------   ----------

(Decrease) Increase in Cash and Cash Equivalents          (16,469)      13,496           22
Cash and Cash Equivalents at Beginning of Year             19,023        5,527        5,505
                                                       -----------  -----------   ----------
Cash and Cash Equivalents at End of Year               $    2,554   $   19,023    $   5,527
                                                       ===========  ===========   ==========
12
February 14, 1997

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

Attention: Filing Desk, Stop 1-4

Re: Current Report on Form 8-K of 360  Communications Company

Ladies and Gentlemen:

On behalf of 360  Communications  Company  (the  "Company"),  I am  transmitting
herewith for filing with the Commission  pursuant to Sections 13 or 15(d) of the
Securities  Exchange Act of 1934, as amended,  a copy of the  Company's  Current
Report on Form 8-K, with  attached  exhibit,  relating to events  reported as of
February 14, 1997.

Very truly yours,