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



                    November 1,  1996
        ----------------------------------------------------
          Date of Report (Date of earliest event reported)




                 360 COMMUNICATION  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 2.  Acquisition or Disposition of Assets.

         On  November  1,  1996,  360  Communications  Company  (the  "Company")
completed  its  previously  announced  acquisition  (the "ICN  Acquisition")  of
Independent Cellular Network, Inc. and affiliated companies  (collectively,  the
"Acquired  Companies")  which own and  operate  cellular  licenses  and  related
systems  and assets in  Kentucky,  Ohio,  Pennslyvania  and West  Virginia.  The
Acquired  Companies provide cellular service to approximately  140,000 customers
in 20 markets  representing an estimated 3.2 million  potential  customers.  The
Company  acquired the  Acquired  Companies  from  Independent  Cellular  Network
Partners and certain of its affiliates (collectively,  "ICNP") for approximately
$514 million, comprised of 6,500,000 shares of the Company's Common Stock, $0.01
par  value,  $122  million  in  aggregate  principal  amount  of  the  Company's
subordinated  non-negotiable  promissory  notes and the Company's  assumption of
$240  million  of  Independent  Cellular  Network  Partners'  senior  debt.  The
remaining  portion of the purchase price was paid in cash.  The ICN  Acquisition
will be accounted for as a purchase.

         The Company's  subordinated  non-negotiable  promissory notes issued in
connection with the ICN Acquisition are due October 31, 2006 and accrue interest
at the rate of 9.5% per annum,  subject  to  adjustment,  payable  semiannually.
Fifty  percent  of the  interest  due and  owing  will be paid on each  interest
payment date and the remaining  fifty percent of the interest due and owing will
be capitalized and become part of the principal amount owed thereunder. The $240
million  of senior  debt  assumed  by the  Company  in  connection  with the ICN
Acquisition  was  refinanced,  and the cash  portion of the  purchase  price was
funded,  under the Company's existing revolving credit facility with a number of
banks and institutional lenders led by Citibank,  N.A., as administrative agent,
The Chase Manhattan Bank and Bank of America  Illinois,  as syndication  agents,
and Toronto Dominion (Texas), Inc., as documentation agent.

         The  terms of the ICN  Acquisition  were  arrived  at  through  private
negotiation and were based primarily on the population of the acquired  markets,
the value of existing  operations and the customer base. The Company  intends to
continue to use the acquired assets in their respective markets.

         A copy of the  press  release  issued  by the  Company  announcing  the
completion of the ICN  Acquisition  is filed as Exhibit 99 to this Report and is
incorporated herein by reference.





                                       3
<PAGE>




Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.

 (a) Financial Statements of Business Acquired.

     Independent Cellular Network, Inc. and Affiliates

     --Report of Independent Public Accountants
     --Combined Balance Sheets as of December 31, 1995 and 1994
     --Combined Statements of Operations for the Years Ended December 31, 1995,
       1994 and  1993
     --Combined Statements of Changes in Shareholders' and Partners' Equity
       (Deficit) for the Years Ended December 31, 1995, 1994, 1993 and 1992
     --Combined Statements of Cash Flows for the Years Ended December 31, 1995,
       1994 and 1993
     --Notes to Combined Financial Statements
     --Combined Balance Sheets as of June 30, 1996 and December 31, 1995
     --Combined  Statements of Operations for the Six Months Ended June 30, 1996
       and 1995
     --Combined Statements of Cash Flows for the Six Months Ended June 30, 1996
       and 1995
     --Notes to Unaudited Combined Financial Statements

(b) Pro Forma Financial Information.

    360  Communications Company and Subsidiaries

     --Pro Forma Condensed Combined Statement of Operations for the Year Ended
       December 31, 1995
     --Pro Forma Condensed Combined Statement of Operations for the Six Months
       Ended June 30, 1996
     --Pro Forma Condensed Combined Balance Sheet as of June 30, 1996
     --Notes to Pro Forma Condensed Combined Financial Statements

     (c) Exhibits.

     2.2     Exchange   and  Merger   Agreement   (the   "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, to the Exchange and Merger Agreement.

     4.4     Form of 360 Communications Company's Subordinated Non-Negotiable
             Promissory  Note (included in Exhibit 2.2).

     23      Consent of Arthur Andersen LLP.

     99      Press Release issued by 360 Communications Company on November 4,
             1996.




                                       4
<PAGE>





                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




To the Shareholders and Partners of
Independent Cellular Network, Inc. and Affiliates



We have audited the accompanying combined balance sheets of INDEPENDENT CELLULAR
NETWORK,  INC. AND  AFFILIATES as of December 31, 1995 and 1994, and the related
combined  statements  of  operations,  changes in  shareholders'  and  partners'
deficit and cash flows for each of the three years in the period ended  December
31, 1995. These financial  statements are the  responsibility  of the Companies'
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the combined financial position of Independent  Cellular
Network,  Inc. and  Affiliates as of December 31, 1995 and 1994, and the results
of their  operations  and their  cash  flows for each of the three  years in the
period ended December 31, 1995, in conformity with generally accepted accounting
principles.









                                                ARTHUR ANDERSEN LLP

Chicago,  Illinois
March 15, 1996,
except for Note 14,
to which the date is May
31, 1996



                                       5
<PAGE>



<TABLE>
<CAPTION>


                  Independent Cellular Network, Inc. and Affiliates


                              Combined Balance Sheets
                               (Thousands of Dollars)

                                                              December 31,
                                                              ------------

                                                        1995               1994
                                                        ----               ----

                    ASSETS
                    ------
<S>                                                <C>               <C>

CURRENT ASSETS
   Cash and cash equivalents                        $   2,370         $   1,878
   Accounts receivable, less allowance
       of $683 and $651                                 9,796             8,226
   Due from affiliates                                 29,903             8,479
   Cellular telephone inventory                         2,665             2,624
   Other                                                  365               183
                                                     --------           --------
         Total current assets                          45,099            21,390
                                                     --------           --------

   Property and equipment                              86,973            87,534
   Less: Accumulated depreciation                     (38,079)          (32,034)
                                                     ---------         ---------
   Property and equipment, net                         48,894            55,500
                                                     ---------         ---------
   Licenses, net of accumulated amortization
       of $39,140 and $28,030                         141,586           155,334
   Non compete agreements, net of accumulated
       amortization of $15,991 and $2,778               9,009            22,222
   Deferred costs, net of accumulated
       amortization of $154 and $53                       985               922
   Investment in unconsolidated
       cellular partnership                             1,834             1,281
                                                    ---------          --------
         Total other assets                           153,414           179,759
                                                    ---------         ---------

         Total assets                               $ 247,407         $ 256,649
                                                    =========         =========

              LIABILITIES AND SHAREHOLDERS' AND
              ---------------------------------
                  PARTNERS' EQUITY (DEFICIT)
                  --------------------------

CURRENT LIABILITIES
   Current portion of long term debt                $      -          $   1,369
   Accounts payable                                     7,554             5,650
   Accrued expenses                                     9,803            13,598
   Due to affiliates                                      882               400
   Customer deposits                                      384               333
                                                    ---------         ---------
         Total current liabilities                     18,623            21,350
                                                    ---------         ---------
LONG TERM DEBT                                        311,131           280,223
                                                    ---------         ---------
MINORITY INTEREST                                       5,684             4,321
                                                    ---------         ---------
SHAREHOLDERS' AND PARTNERS' EQUITY (DEFICIT)
   Common stock, no par value; 2,000 shares author-
     ized; 1,000 shares issued and outstanding            100               100
   Preferred stock, no par value; 2,000 shares
     authorized; 1,000 shares issued and outstanding   14,900            14,900
   Accumulated deficit                                (69,147)          (65,146)
   Partners' equity (deficit)                         (33,884)              901
                                                     ---------        ---------
         Total shareholders' and partners'
           equity (deficit)                           (88,031)          (49,245)
                                                    ---------         ---------
         Total liabilities and shareholders'
           and partners' equity (deficit)           $ 247,407         $ 256,649
                                                    =========         =========



The accompanying Notes to Combined Financial  Statements are an integral part of
these balance sheets.

</TABLE>



                                       6
<PAGE>


<TABLE>
<CAPTION>

                  Independent Cellular Network, Inc. and Affiliates


                        Combined Statements of Operations
                             (Thousands of Dollars)

                                            Years Ended December 31,
                                           --------------------------
                                            1995      1994      1993
                                           ------    ------    ------
<S>                                    <C>        <C>       <C>

OPERATING REVENUES

   Cellular service revenues            $ 58,444   $ 45,744   $ 18,464
   Equipment sales                         3,671      3,575      1,869
                                        --------   --------   --------

       Total operating revenues           62,115     49,319     20,333
                                        --------   --------   --------

OPERATING EXPENSES

   Cost of service                         8,064      5,703      2,573
   Cost of equipment sales                 8,437      7,500      3,542
   Other operations expenses               3,007      2,649      1,581
   Selling, general, administrative
       and other expenses                 17,898     17,589      9,298
   Depreciation and amortization          36,020     19,297     12,833
                                        --------   --------   --------

         Total operating expenses         73,426     52,738     29,827
                                        --------   --------   --------

Operating Income (Loss)                  (11,311)    (3,419)    (9,494)
   Interest income                         1,400        383         30
   Interest expense                      (27,760)   (15,389)    (5,615)
   Equity in net income of uncon-
       solidated cellular partnerships       248        317          -
   Minority interest in net (income)
       loss of consolidated entities      (1,363)    (1,000)        77
   Preacquisition income                       -     (1,719)         -
                                         -------   --------    -------

Loss before income taxes                 (38,786)   (20,827)   (15,002)

Income tax expense                             -          -          -
                                        --------   --------   --------

         NET LOSS                       $(38,786)  $(20,827)  $(15,002)
                                        ========   ========   ========





The accompanying Notes to Combined Financial  Statements are an integral part of
these statements.

</TABLE>



                                       7
<PAGE>



<TABLE>
<CAPTION>

                            Independent Cellular Network, Inc. and Affiliates



                         Combined Statements of Changes in Shareholders' and Partners' Equity (Deficit)
                                                     (Thousands of Dollars)
 

                             Common Stock         Preferred Stock                         Partners'
                             ------------         ---------------       Accumulated        Equity
                           Shares    Amount       Shares   Amount        Deficit         (Deficit)     Total
                           ------    ------       ------  --------      -----------      ----------   ---------
<S>                       <C>      <C>           <C>    <C>          <C>               <C>          <C>
 December 31, 1992         1,000    $  100        1,000  $ 14,900     $  (47,066)       $  (1,350)   $(33,416)

 Net loss                     -         -            -         -         (10,384)          (4,618)    (15,002)
                          ------    ------       ------  --------      ----------        ---------    --------

BALANCES,
 December 31, 1993         1,000       100        1,000    14,900        (57,450)          (5,968)    (48,418)

 Capital
   contributions               -         -            -         -              -           20,000      20,000

 Net loss                      -         -            -         -         (7,696)         (13,131)    (20,827)
                           ------    ------       ------   -------      ---------        ---------    --------

BALANCES,
 December 31, 1994         1,000       100        1,000    14,900        (65,146)             901     (49,245)

 Net loss                      -         -            -         -         (4,001)         (34,785)    (38,786)
                          ------    ------       ------  --------       ---------        ---------    --------
BALANCES,
 December 31, 1995         1,000    $  100        1,000  $ 14,900     $  (69,147)       $ (33,884)   $(88,031)
                          ======    ======       ======  ========     ==========        =========    ========







The accompanying Notes to Combined Financial  Statements are an integral part of these statements.


</TABLE>




                                       8
<PAGE>



<TABLE>
<CAPTION>


                       Independent Cellular Network, Inc. and Affiliates


                             Combined Statements of Cash Flows
                                 (Thousands of Dollars)

                                                    Years Ended December 31,
                                                --------------------------------
                                                  1995        1994      1993
                                                ---------  ---------  ----------


CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                            <C>        <C>        <C>
Net loss                                        $ (38,786) $ (20,827) $ (15,002)
Adjustments to reconcile net loss to
 net cash provided by operating activities:
   Depreciation and amortization                   36,020     18,270     12,833
   Interest capitalized as long term debt          21,907          -          -
   Minority interest, net                           1,363        349        (77)
   Equity in net income of unconsolidated
     cellular partnerships, net                      (248)      (140)         -
Changes in assets and liabilities:
   Accounts receivable and due from
      affiliates                                  (22,994)     2,351       (807)
   Cellular telephone inventory                       (41)    (1,217)      (912)
   Other current assets                              (182)        13       (392)
   Accounts payable and due to affiliates           2,250        375        967
   Accrued expenses                                 6,379      3,086      1,409
   Customer deposits                                   51         57          -
                                                ---------  ---------  ---------
   Net cash provided (used) by
       operating activities                         5,719      2,317     (1,981)
                                                ---------   --------   --------

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of property and equipment, net         (6,015)   (10,682)    (5,564)
Proceeds from cellular asset exchange, net          2,376         -           -
Acquisition of subsidiary and
   related assets                                       -   (191,187)         -
                                                ---------  ---------- ----------

   Net cash used by investing activities           (3,639)  (201,869)    (5,564)
                                               ---------- ---------- ----------

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from debt                                      -    246,877     11,545
Payments of debt                                   (1,588)   (67,208)    (2,940)
Capital contribution                                    -     20,000          -
                                                ---------  ---------  ---------
   Net cash provided (used) by
       financing activities                        (1,588)   199,669      8,605
                                                ---------  ---------  ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS             492        117      1,060

CASH AND CASH EQUIVALENTS,
   beginning of year                                1,878      1,761        359
                                                ---------   --------  ---------
CASH AND CASH EQUIVALENTS,
   end of year                                  $   2,370  $   1,878  $   1,419
                                                =========  =========  =========

SUPPLEMENTAL DISCLOSURES OF CASH
   FLOW INFORMATION

Cash paid during the period for interest        $    285   $   8,517  $   5,003
                                               ---------   ---------  ---------
Prior year accrued interest capitalized
  as long-term debt                             $  9,220   $       -  $       -
                                                =========  =========  =========

The accompanying Notes to Combined Financial  Statements are an integral part of
these statements.

</TABLE>


                                       9
<PAGE>




                Independent Cellular Network, Inc. and Affiliates


                     Notes to Combined Financial Statements

Note 1.      Description of Business

             Independent Cellular Network, Inc. ("ICN"), a Delaware corporation,
             is an 83% owned subsidiary of Independent Cellular Network Partners
             ("ICNP"),  a 60% owned  subsidiary  of Henry Crown and Company (Not
             Inc.) ("HCNI").  ICN was organized in June 1987 to acquire licenses
             for, and to construct and operate,  cellular  telephone  systems in
             various markets in Ohio, Pennsylvania,  West Virginia and Kentucky.
             Effective July 12, 1994, HCNI transferred its ownership interest in
             ICN to ICNP.

             ICN is an 85%  general  partner in  ICN-Charleston,  West  Virginia
             Limited Partnership  ("ICN-Charleston").  ICN-Charleston was formed
             in 1988 to acquire the license for and to  construct  and operate a
             cellular telephone system in the Charleston, West Virginia market.

             Ohio  Cellular  RSA  L.P.  ("Ohio  Cell"),   an  Illinois   limited
             partnership,  was organized in August 1991 to acquire licenses for,
             and to construct and operate cellular  telephone systems in certain
             Ohio and West Virginia Rural Service Areas. Ohio Cell interests are
             owned by ICNP, 82% limited partner, Quality Cellular Communications
             of Ohio,  Inc.,  16%  general  partner,  Ohio RSA  Corporation,  1%
             general  partner,   and  Winstel  Limited  Partner,  1%.  Effective
             September 1, 1994, HCNI transferred its ownership  interest in Ohio
             Cell to ICNP.

             Cellular Plus L.P. ("Cell Plus"), an Illinois limited  partnership,
             was organized in September 1994 to acquire,  through an acquisition
             company,  the licenses  owned by  affiliates  of C-TEC  Corporation
             ("C-TEC"),  a Pennsylvania  corporation,  and to own, construct and
             operate cellular  telephone  systems in Pennsylvania and Iowa. Cell
             Plus  interests  are owned by ICNP,  79% limited  partner,  Quality
             Cellular Plus  Communications,  Inc., 17% general partner,  Winstel
             Limited  Partner,  3%, and C-Plus,  Inc. 1% general  partner.  Cell
             Plus's Iowa  cellular  telephone  systems were included in the swap
             transaction completed during 1995 (See Note 8).

             ICN,  Ohio Cell and Cell Plus,  collectively  referred to herein as
             the  "Companies",  are the wireline  cellular  providers in each of
             their markets.  The Companies provide cellular telephone service to
             customers  pursuant  to  various  terms and rate  plans  throughout
             Kentucky, Ohio, Pennsylvania and West Virginia, and offer unsecured
             credit in the normal course of business.  The  Companies  also sell
             cellular telephone equipment and accessories through retail outlets
             located in their licensed market areas.  The Companies have entered
             into various  agreements with other cellular  service  providers to
             provide the Companies'  customers cellular service in areas outside
             of the Companies' markets.

             Following  is  a  listing  of  the  Companies'  cellular  telephone
             markets,  including  the  subsidiary  and/or  partnership  interest
             holding the license,  approximate 1995 census populations (adjusted
             to reflect  ownership if less than 100%) and date on which cellular
             service commenced:



                                       10
<PAGE>



Note 1.      Description of Business, Continued

                                                              Commencement
                                          Population           of Service
                                          ----------          ------------

 Independent Cellular
    Network, Inc. and
  Subsidiary:

  Huntington-Ashland,
    WV-KY-OH                                 318,000            November 1987
  Johnstown, PA                              237,000            October 1987
  Altoona, PA                                132,000            March 1988
  Wheeling, WV-OH                            156,000            February 1988
  Steubenville-Weirton,
    OH-WV                                    140,000            July 1988
  Charleston, WV                             219,000            September 1988
  Parkersburg-Marietta,
    WV-OH                                    157,000            January 1989

 Ohio Cellular RSA L.P.:

 New Philadelphia, Ohio
   (Tuscarawas, Guernsey,
    Harrison, Monroe,
    and Noble Counties)                      170,000            September 1992
    Athens, Ohio (Meigs,
    Athens, Morgan
    and Vinton Counties)                     112,000            October 1992
     Logan, WV
    (Lincoln County)                         185,000            April 1992

 Cellular Plus L.P.:

  Centre County, Pa.                         130,000            June 1988

 Williamsport/PA-8
   Cellular Limited
   Partnership:

  Williamsport, PA                           122,000            November 1988
  Pennsylvania RSA No. 8                     401,000            December 1990


 Commonwealth Cellular
  Telephone Services,
  Inc.:

  Pennsylvania RSA No. 5                      33,000            September 1991
  Allentown, PA SMSA                          29,000            March 1985
  Reading, PA SMSA                            35,000            March 1986
  Northeast Pennsylvania
    SMSA                                     520,000            July 1985
  Pennsylvania RSA No. 3
    Sector 1                                  37,000            August 1991
    Sector 2                                   9,800                N/A
    Pennsylvania RSA No. 4
    Sector 1                                  30,000            February 1991
                                           ---------

                                           3,172,800
                                           =========


                                       11
<PAGE>



Note 2.      Summary of Significant Accounting Policies

    a)       Principles of Combination

             The accompanying combined financial statements include the accounts
             of  the  Companies.   All  significant  intercompany  accounts  and
             transactions have been eliminated.

             ICN includes the accounts of ICN-Charleston. Cell Plus includes the
             accounts  of  its  100%  owned  subsidiary   Commonwealth  Cellular
             Telephone Services,  Inc. ("CCTS"),  a Delaware corporation and its
             69.23%  partnership  interest  in  the  Williamsport/PA-8  Cellular
             Limited Partnership ("PA-8"). The remaining partnership interest in
             PA-8 is owned by Williamsport  Cellular Telephone Company, Inc. The
             CCTS  financial  statements  include the following  investments  in
             partnerships and corporations.
                                                                  Ownership
                                                                   Interest

            Northeast Pennsylvania SMSA Ltd. Partnership            78.98%
            Pennsylvania RSA No. 5 General Partnership ("PA 5")     40.00%
            Pennsylvania RSA No. 3 Sector 2 Ltd.
              Partnership ("RSA 3")                                 16.66%
            Reading SMSA Ltd. Partnership ("Reading")               10.00%
            Allentown SMSA Ltd. Partnership ("Allentown")            4.00%
            Williamsport Cellular Telephone Company, Inc.           93.95%
              (formerly Iowa City Cellular Telephone Co., Inc.)

             CCTS accounts for its ownership  interests in PA 5 using the equity
             method. It accounts for its ownership in Reading and Allentown on a
             cost  basis.   The  related   asset   appears  as   investment   in
             unconsolidated  cellular  partnerships in the accompanying combined
             balance  sheets.  At  December  31,  1995  RSA 3 had not  commenced
             operations.

  b)         Basis of Presentation

             Cell Plus, through an acquisition company, acquired 100% of CCTS on
             September 9, 1994 (See Note 3). The  acquisition  was accounted for
             using the purchase method of accounting.  The revenues and expenses
             of Cell  Plus  have  been  included  in the  accompanying  combined
             statements  of  operations  as though CCTS had been  acquired as of
             January 1, 1994.

  c)         Cash and Cash Equivalents

             For  purposes  of  reporting  combined  cash flows,  the  Companies
             consider  all  highly  liquid  debt  instruments  purchased  with a
             maturity of three months or less to be cash equivalents.

  d)         Cellular Telephone Inventory

             Cellular telephone inventory is stated at cost using the "first-in,
             first-out" method.



                                       12
<PAGE>



Note 2.      Summary of Significant Accounting Policies, Continued

  e)         Property and Equipment

             Property  and  equipment  are  carried  at cost.  Replacements  and
             betterments  are  capitalized,  while  maintenance  and repairs are
             expensed as incurred.  When property and equipment are disposed of,
             the related cost and accumulated  depreciation are removed from the
             accounts  and any  resulting  gains or losses are  included  in the
             determination of results of operations. Depreciation is computed by
             applying the straight-line  method over the estimated service lives
             for depreciable property and equipment.

  f)         Licenses

             The  licenses  held by the  Companies  are  recorded at fair market
             value at date of  acquisition.  License  costs are  amortized  on a
             straight line basis over ten or fifteen  years,  beginning with the
             month each licensed market was acquired.

  g)         Non Compete Agreements

             In connection  with the  acquisition  of CCTS (see Note 3), certain
             non compete  agreements  were  entered  into  between Cell Plus and
             C-TEC. In the markets acquired, the agreements effectively bar, for
             a term of three  years,  C-TEC or any of its  affiliated  companies
             from  any  involvement  in  any  business  that  provides  wireless
             telecommunications.   The  asset   related  to  these  non  compete
             agreements is being amortized over three years.

  h)         Deferred Costs

             Deferred  costs  include  costs  incurred  in  connection  with the
             acquisition  of CCTS.  These  costs have been  capitalized  and are
             being amortized over periods of five to fifteen years.

  i)         Income Taxes

             ICN and CCTS file separate  company  corporate  income tax returns.
             Both  companies   account  for  income  taxes  in  accordance  with
             Statement  of  Financial   Accounting   Standards   ("SFAS")   109,
             "Accounting for Income Taxes." Under SFAS 109,  deferred tax assets
             and  liabilities  are computed based on the difference  between the
             financial  statement and income tax basis of assets and liabilities
             using the enacted statutory tax rates.  Deferred income tax expense
             or benefit is based on the  changes in the  deferred  tax asset and
             liability accounts.

             For the remaining combined partnerships,  no provision or liability
             for Federal or state income taxes is reflected in the  accompanying
             financial  statements of the partnerships  since such taxes are the
             responsibility of the individual partners.




                                       13
<PAGE>




Note 2.      Summary of Significant Accounting Policies, Continued

  j)         Derivatives

             ICN  maintains  derivative  financial  instruments  in the  form of
             interest rate swaps. These interest rate swaps are held pursuant to
             debt  agreement  requirements  and are used to manage  well-defined
             interest rate risks. ICN does not use these derivatives for trading
             purposes.

  k)         Minority Interest

             Minority interest represents the results of operations attributable
             to the minority owners of the Companies' subsidiaries.

  l)         Revenue Recognition

             Revenue from operations  primarily consists of charges to customers
             for monthly access, cellular airtime and data usage, and roamer and
             toll  charges.  Revenue is  recognized  as services  are  rendered.
             Unbilled  revenues,  resulting from cellular  service provided from
             the billing cycle to the end of each month and from other  cellular
             carriers'  customers using the Companies'  cellular systems for the
             last half of each month,  are  estimated  and  recorded.  Equipment
             sales are  recognized  upon  delivery to the  customer  and reflect
             charges  to  customers  for  cellular   telephone   user  equipment
             purchased.

  m)         Use of Estimates

             The preparation  of  financial   statements  in  conformity  with
             generally accepted  accounting  principles  requires  management to
             make estimates and assumptions  that affect the reported amounts of
             assets and  liabilities  and  disclosure of  contingent  assets and
             liabilities  at  the  date  of the  financial  statements  and  the
             reported  amounts  of revenue  and  expense  during  the  reporting
             period. Actual results could differ from those estimates.

  n)         Changes in Accounting Principles

             In March 1995, the Financial Accounting Standards Board issued
             SFAS 121,  "Accounting for the Impairment of Long-Lived  Assets and
             for  Long-Lived  Assets to be Disposed  Of," which is effective for
             fiscal years  beginning  after December 15, 1995. SFAS 121 requires
             that assets to be held and used be reviewed for impairment whenever
             events or  changes  in  circumstances  indicate  that the  carrying
             amount of an asset may not be  recoverable.  The  Companies  do not
             anticipate  that the  requirements of SFAS 121 will have a material
             affect on their 1996 combined  financial  statements  and operating
             results.




                                       14
<PAGE>




Note 3.      Acquisition

             Pursuant  to an  agreement  dated  September  9,  1994,  Cell Plus,
             through an acquisition company, acquired the stock of CCTS and Iowa
             City Cellular  Telephone Co., Inc.  ("Iowa City") and the assets of
             certain  affiliated   companies  from  C-TEC.  The  purchase  price
             approximated  $190,565,000.   Financing  for the  acquisition  was
             provided by borrowings  from ICNP and ICNP's senior  secured credit
             agreement (See Note 6).

             The allocation of the purchase price among the assets  acquired and
             liabilities assumed is as follows (in thousands):

               Assets acquired:
                 Cash                                   $     284
                 Receivables, net                           8,594
                 Inventory                                    253
                 Property and equipment                    24,429
                 Covenant not to compete                   25,000
                 Licenses                                 135,822
                                                        ---------
               Total assets acquired                      194,382
                                                        ---------
               Liabilities assumed:
                 Accounts payable                           1,199
                 Accrued expenses                             376
                 Long term debt                             2,242
                                                        ---------
               Total liabilities assumed                    3,817
                                                        ---------
               Net assets acquired                      $ 190,565
                                                        =========

             The revenue and  expenses of CCTS and Iowa City have been  included
             in the  accompanying  combined  statements  of operations as though
             CCTS and Iowa City had been  acquired  as of January  1, 1994.  The
             results of operations of CCTS and Iowa City,  which  occurred prior
             to September 9, 1994, have been reflected as  preacquistion  income
             in the 1994 statement of operations. The combined statement of cash
             flows for the year ended  December 31, 1994 includes the activities
             of CCTS from the acquisition date through December 31, 1994. If the
             acquisition had occurred on January 1, 1993,  management  estimates
             that on an unaudited pro forma basis total  operating  revenues and
             net  loss  would  have  been   $49,319,000   and   $19,108,000  and
             $42,873,000 and $14,042,000,  for the years ended December 31, 1994
             and 1993,  respectively.  These  estimates  were prepared  based on
             assumptions that management deems appropriate,  but the results are
             not  necessarily  indicative  of those that might have occurred had
             the acquisition taken place on January 1, 1993.

             The assets and cellular  operations  of Iowa City were  included in
             the swap transaction completed during 1995 (See Note 8).




                                       15
<PAGE>




Note 4.   Property and Equipment

          Property and equipment  consisted of the following at December 31, (in
          thousands):


                                            Depreciable
                                               Lives          1995        1994
                                            -----------      ------      ------
          Land                                              $  599      $  507
          Switching, base site controller
           and radio frequency equipment       10 years     61,188      69,050
          Cell site towers and shelters      7-20 years     12,849       9,854
          Office furniture and other
          equipment                             5 years     12,337       8,123
                                                           -------     -------
           Total property and equipment                     86,973      87,534
          Less: Accumulated depreciation                   (38,079)    (32,034)
                                                           -------    --------
                                                           $48,894     $55,500
                                                           -------    --------

          Depreciation  expense  charged  to  operations  for  the  years  ended
          December  31,  1995,  1994  and 1993 was  $9,221,000,  $8,693,000  and
          $5,242,000, respectively.

          For the year ended December 31, 1993, the Companies wrote down various
          telecommunications  equipment to fair market value,  based on an offer
          by  another  cellular  telephone   company.   The  resulting  loss  of
          $2,914,000 has been included in depreciation and amortization  expense
          in the accompanying combined statements of operations.

          During  the year ended  December  31,  1993,  the  Companies  acquired
          $4,530,000 of cellular equipment through vendor financing.





                                       16
<PAGE>




Note 5. Investment in Unconsolidated Entity

        Condensed financial information for Cell Plus' investment in PA 5, which
        is accounted for under the equity method, follows (in thousands):

                                              Years Ended December 31,
                                             ---------------------------
                                             1995        1994        1993
                                           -------     -------     -------


          Total operating revenues        $ 1,978     $ 1,613     $ 1,221
          Total operating expenses          1,250       1,044       1,089
                                            -----       -----      ------
           Operating income                   728         569         132
          Net interest expense                 57          71          60
                                            ------     -------     -------
               Net income                   $ 671     $   498     $    72
                                            ======     =======     =======

                                               December 31,
                                          ---------------------
                                            1995         1994
                                          -------      -------
          Assets
           Current assets                 $ 1,820      $ 1,294
           Noncurrent assets                1,833        1,736
                                          -------      -------
                                          $ 3,653      $ 3,030
                                          =======      =======

         Liabilities and equity
          Current liabilities             $    50      $    51
          Mortgage note payable             1,462        1,509
          Equity                            2,141        1,470
                                            -----        -----
                                          $ 3,653      $ 3,030
                                          =======      =======

Note 6. Long Term Debt

        The Companies'  long term debt consists of the following at December 31,
        (in thousands):

                                            1995          1994
                                        ---------       ---------

        Revolving notes with ICNP        $ 265,629      $ 240,316
        Demand notes with HCNI              45,502         39,907
                                         ---------      ---------
                                         $ 311,131      $ 280,223
                                         =========      =========

        The notes bear  interest at a rate  calculated  to be  equivalent to the
        cost of funds charged to ICNP pursuant to ICNP's senior  secured  credit
        facility, 8.913% and 9.764% at December 31, 1995 and 1994, respectively.
        Interest under the notes is payable  quarterly and any  installments not
        paid  are  capitalized  and  become  part of the  outstanding  principal
        balance. Prepayment of interest may be made at any time without penalty.
        The notes are  secured by a pledge of certain  rights to  distributions,
        partnership   interests,   and  capital  stock  pursuant  to  a  certain
        Partnership  Interest and Stock Pledge and Security Agreement dated July
        12, 1994. The notes are subordinate to the senior  indebtedness of ICNP,
        as defined in the  subordination  agreement dated September 9, 1994 and,
        accordingly,  are  classified as long term in the  accompanying  balance
        sheets.  Based on the borrowing rates currently offered to ICNP for long
        term  debt with  similar  terms and  maturities,  the fair  value of the
        Companies' long term debt approximates carrying value.



                                       17
<PAGE>



Note 6. Long Term Debt, continued

        Ohio Cell also maintains a secured line of credit with ICNP.  There were
        no borrowings under this line of credit at December 31, 1995 and 1994.

        During  1994  ICNP  entered  into  a  senior  secured  credit  agreement
        ("Agreement"). The Agreement provides for a revolving line of credit and
        a term loan. At December 31, 1995 and 1994, the revolving line of credit
        was  partially  drawn and the term loan was  fully  drawn.  ICNP and its
        subsidiaries, including the Companies, have pledged substantially all of
        their  assets  to  secure  this  indebtedness.  The  Agreement  contains
        numerous restrictive  covenants.  ICNP was in compliance with these loan
        covenants at December 31, 1995.  During 1995, ICNP received  waivers for
        December  31, 1994  covenant  non  compliance  and the  acquisition  and
        disposition of certain assets during the current year. The Agreement was
        amended  to provide  for  ICNP's  expected  financial  performance.  The
        ability of ICNP to comply with such provisions in the future will depend
        on its performance,  which is subject to prevailing economic,  financial
        and industry  conditions  and other factors beyond ICNP's  control.  The
        Agreement  contains  provisions  allowing the lender to accelerate  debt
        repayment  upon the  occurrence  of an event the  lender  determines  to
        represent a material adverse change.  ICNP's management believes that no
        such material  adverse change has occurred and no such event is probable
        within the foreseeable future. No prepayment  requirements existed as of
        December 31, 1995.

        In  connection  with the swap of Cell Plus' Iowa  cellular  licenses and
        assets  during  1995  (See  Note 8),  debt  obligations  under the prior
        financing  agreement between  Motorola,  Inc. and Iowa City were paid in
        full.


Note 7. Income Taxes

        The tax effect of CCTS' and ICN's temporary  differences  that give rise
        to  significant  portions of the  deferred  tax assets and  deferred tax
        liabilities are as follows at December 31 (in thousands):

                                                  1995        1994       1993
                                                -------     -------    --------
        Deferred tax assets:
        Depreciation and amortization          $ 3,805     $   304     $    -
        Other                                      396         139        135
        Net operating loss carryforwards        27,566      19,447     11,884
                                               -------     -------    --------
        Gross deferred tax assets               31,767      19,890     12,019
        Valuation allowance                    (29,258)    (19,124)   (10,585)
                                               -------     -------    -------
        Deferred tax assets                      2,509         766      1,434
                                               -------     -------    -------
        Deferred tax liabilities:

        Depreciation and amortization                -           -      1,434
        Partnership basis difference             2,491         754          -
        Other                                       18          12          -
                                               -------     -------    -------
        Deferred tax liabilities                 2,509         766      1,434
                                               -------     -------    -------
        Net deferred income tax                $   -0-     $   -0-    $   -0-
                                               =======     =======    =======




                                       18
<PAGE>




Note 7.  Income Taxes, continued

         Due to ICN's and CCTS'  history of  operating  losses,  both  companies
         provide a valuation allowance against the total net deferred tax asset.
         The net change in the total  valuation  allowance  for the years  ended
         December  31,  1995  and  1994  were  increases  of   $10,134,000   and
         $8,539,000, respectively.

         At December 31, 1995,  CCTS has net operating  loss  carryforwards  for
         financial   reporting   and  income  tax   purposes  of   approximately
         $13,146,000 and $19,947,000,  respectively.  These  carryforwards  will
         begin expiring in 2009. ICN has net operating  loss  carryforwards  for
         financial   reporting   and  income  tax   purposes  of   approximately
         $45,060,000 and $47,969,000,  respectively.  These  carryforwards  will
         begin expiring in 2004.


Note 8. Cellular Asset Exchange

        Pursuant to an agreement  dated July 21, 1995,  Cell Plus  exchanged the
        licenses and assets of its Iowa City MSA and Iowa RSA cellular telephone
        operations  for  the  licenses  and  assets  of  the   Williamsport  and
        Pennsylvania  RSA No. 8  markets.  The  effect  of the  exchange  was to
        increase Cell Plus' contiguous cellular markets in central Pennsylvania.
        The exchange was accounted for as a non monetary transaction. No gain or
        loss was  recognized on the exchange,  however,  in connection  with the
        exchange,  the unamortized  balance of the non compete agreement related
        to these Iowa markets (approximately $4,900,000) was fully amortized.

Note 9. Related Party Transactions

        ICN provides office facilities and management  services to Ohio Cell and
        Cell  Plus  and  certain  other  affiliates.  ICN  charges  fees  to the
        affiliates for these  services.  Fees received by ICN for these services
        were approximately  $4,520,000,  $1,862,000 and $1,023,000 for the years
        ended December 31, 1995, 1994, and 1993, respectively.

        ICN  purchases  inventory,  supplies  and  services,  including  billing
        services,  on behalf of these  affiliates.  The cost of these  items and
        services are passed on to the  affiliates at cost.  ICN maintains a lock
        box which is used to collect  customer  payments for  cellular  services
        provided  by  the  affiliates.  The  net  of  the  affiliates'  accounts
        receivable  collections  and  the  costs  of  inventory,   supplies  and
        services,  including management  services,  is periodically settled with
        ICN.  Unsettled  amounts with  affiliates  other than Ohio Cell and Cell
        Plus,  are reflected as due from or to  affiliates  in the  accompanying
        combined balance sheets.  The unsettled balances bear interest at ICNP's
        cost of funds rate, 8.913% at December 31, 1995.

        The Companies  invest excess cash with ICNP to maximize their investment
        return.  The  advances,  which  totaled  approximately  $23  million  at
        December  31,  1995,  are  included  as  due  from   affiliates  in  the
        accompanying  combined balance sheets. These advances also bear interest
        at ICNP's cost of funds rate.

        ICN leases  office space from a  corporation  owned by ICN's  president.
        Total rent expense under this lease was approximately $122,000, $108,000
        and  $101,000  for the years ended  December  31,  1995,  1994 and 1993,
        respectively.



                                       19
<PAGE>



Note 9. Related Party Transactions, continued

        An affiliate of ICN  provides  management  services to ICN. The fees for
        these services was approximately $146,000,  $96,000 and $134,000 for the
        years ended December 31, 1995, 1994 and 1993, respectively.

        In connection with the guarantee of ICN's bank revolving credit,  during
        the year  ended  December  31,  1993,  HCNI  charged  a fee of 2% of the
        outstanding  balance.  The fee  amounted to $976,000  and is included in
        interest expense in the accompanying combined statement of operations.


Note 10.Derivatives

        ICN has two interest rate swap agreements with financial institutions in
        effect at December 31, 1995, as follows:

        Notional Principal Amount           $30,000,000        $35,000,000
        Fixed Rate                                5.35%             5.605%
        Date of Maturity                    August 1998         March 1997
        Fair Market Value of Swap               $59,000           $142,000

        ICN receives a variable  rate of interest  under these  agreements.  The
        rate in effect at December 31, 1995 under these  agreements  was 5.6875%
        and 5.8125%, respectively.

        Net  payments  or  receipts  under  these  agreements  are  recorded  as
        adjustments  to interest  expense.  The fair value of the interest  rate
        swaps is based on the estimated termination value at December 31, 1995.


Note 11.Shareholders' and Partners' Equity (Deficit)

        ICN's preferred stock, which is held by a related company of ICNP, has a
        cumulative  stated  value of $14,900  per share,  is  nonvoting,  and is
        entitled to  cumulative  annual  dividends  equal to 8% of stated value,
        compounded semi-annually. The preferred stock shareholder is entitled to
        a  preference  upon  liquidation  equal  to the  stated  value  plus any
        cumulative  unpaid  dividends and is entitled to payment of any dividend
        arrearage  prior to any  redemption  of or payment of dividends on ICN's
        common stock.  Cumulative  unpaid and  undeclared  dividends  aggregated
        $14,323,000 and $12,119,000 at December 31, 1995 and 1994, respectively.

        The Ohio Cell and Cell Plus partnership agreements provide that ICNP and
        certain related companies are entitled to cumulative  "priority returns"
        on their total  unreturned  capital,  to be paid prior to any other cash
        distributions to the respective partners. The rate of return is adjusted
        to equal ICNP's current available  borrowing rate compounded  quarterly,
        8.913% at December 31, 1995. At December 31, 1995,  Ohio Cell's and Cell
        Plus' unpaid and unaccrued priority returns were approximately  $943,000
        and  $2,587,000,   respectively,   and  total  unreturned   capital  was
        $2,600,000 and $20,000,000, respectively.

        Certain partners of Cell Plus and Ohio Cell and shareholders of ICN have
        the option to require ICNP to purchase their  respective  interests at a
        price  determined  in  accordance  with the  respective  partnership  or
        shareholder  agreements.  The option can be exercised  upon the death or
        disability  of the partner or  shareholder  or after August 31, 2004 and
        upon repayment of all indebtedness of ICNP and its affiliates as defined
        in the agreements.



                                       20
<PAGE>



Note 11.Shareholders' and Partners' Equity (Deficit), continued

        The  Ohio  Cell  and  Cell  Plus  partnership  agreements  provide  that
        additional capital  contributions may be contributed by the partners, as
        needed, in proportion to each partner's percentage interest. Net profits
        and losses are  allocated to the  partners  pursuant to the terms of the
        partnership agreements.

        Pursuant  to  an  agreement  dated  March  3,  1995,  ICNP  acquired  an
        additional 1% limited partnership interest in Ohio Cell and 10 shares of
        ICN common stock from a former officer of a related company.


Note 12.Employee Savings Plan

        The  Companies  have a Retirement  Savings/401(k)  Plan  ("Plan")  which
        covers  all  employees.   Under  the  Plan,  employees  are  allowed  to
        contribute up to 15% of their eligible compensation.  The Companies will
        then  contribute  $1.00 for each of the first  $250  contributed  to the
        Plan, and $.25 for each $1.00  contributed  above $250 up to the maximum
        Companies'  contribution.  The Companies'  maximum  contribution  is the
        greater  of $250 or 1.5% of  eligible  compensation,  as  defined in the
        Plan.  The  contributions  to the Plan for the years ended  December 31,
        1995,  1994 and 1993 were  approximately  $49,000,  $28,000 and $21,000,
        respectively.


Note 13.Contingencies and Commitments

        Operating Leases

        The  Companies  lease  office and retail  store space and land for tower
        sites. All such leases are accounted for as operating  leases.  Although
        the terms vary, the leases typically provide for initial terms of one to
        five  years,  with  annual  rent  adjustments  based  on  cost-of-living
        increases  and one or  more  renewal  options.  The  approximate  future
        minimum lease payments  required  under leases with  remaining  terms in
        excess of one year,  by year for the  subsequent  five  years and in the
        aggregate, are as follows at December 31, 1995 (in thousands):

                        1996                     $  1,017
                        1997                          869
                        1998                          661
                        1999                          420
                        2000                          354
                        Thereafter                  1,066
                                                 --------
                          Total                  $  4,387
                                                 ========

        Total  rent  expense  recorded  by the  Companies  for the  years  ended
        December 31, 1995, 1994 and 1993 was approximately $1,025,000,  $980,000
        and $474,000, respectively.

        Purchase Commitments

        At  December  31,  1995  the  Companies  had   commitments   to  acquire
        approximately $5,000,000 of cellular telephone systems equipment.  These
        commitments are expected to be funded from operating cash flow.




                                       21
<PAGE>




Note 13.Contingencies and Commitments, continued

        Litigation

        The Companies are involved in certain claims and lawsuits arising in the
        normal course of business.  In the opinion of  management,  the ultimate
        resolution of these matters will not have a material  adverse  effect on
        the financial position or results of operations of the Companies.

        Insurance Risk

        The  Companies  retain the risk to a maximum of $500,000 per  occurrence
        for worker's  compensation,  commercial  general  liability and business
        automobile  liability  losses.   Catastrophic   liability  insurance  is
        purchased  in  excess  of  the  subsidiaries'   self-retention  maximum.
        Provision for the Companies' claims under the self-retention  program is
        recorded  based upon an estimate of the  aggregate  liability for claims
        incurred. An affiliate of the Companies administers the program.


Note 14.Subsequent Event

        The  Companies  entered into an Exchange and Merger  Agreement  with 360
        Communications Company dated May 31, 1996 for the sale of all the assets
        and rights  related to the  Companies'  cellular  telephone  systems and
        related  business  in all their  collective  markets.  The  transaction,
        valued at  approximately  $514  million,  is  expected to close prior to
        December 31, 1996.




                                       22
<PAGE>



<TABLE>
<CAPTION>


                Independent Cellular Network, Inc. and Affiliates


                             Combined Balance Sheets
                              (Thousands of Dollars)

                                                     June 30,        December 31,
                                                       1996              1995
                                                    ----------        ------------
                                                    (Unaudited)

                        ASSETS
                        ------
<S>                                                <C>               <C>
CURRENT ASSETS
   Cash and cash equivalents                        $    4,249        $      2,370
   Accounts receivable, less allowance
       of $644 and $683                                 11,755               9,796
   Due from affiliates                                  40,316              29,903
   Cellular telephone inventory                          2,272               2,665
   Other                                                   140                 365
                                                    ----------        ------------
         Total current assets                           58,732              45,099
                                                    ----------        ------------
   Property and equipment                               87,841              86,973
   Less: Accumulated depreciation                      (42,793)            (38,079)
                                                     ----------        ------------
   Property and equipment, net                          45,048              48,894
                                                     ----------        ------------
   Licenses, net of accumulated amortization
       of $45,946 and $39,140                          134,779             141,586
   Non compete agreements, net of accumulated
       amortization of $18,694 and $15,991               6,306               9,009
   Deferred costs, net of accumulated
       amortization of $223 and $154                     1,018                 985
   Investment in unconsolidated
      cellular partnerships                              1,926               1,834
                                                    ----------        ------------
         Total other assets                            144,029             153,414
                                                    ----------        ------------
         Total assets                               $  247,809        $    247,407
                                                    ==========        ============


                  LIABILITIES AND SHAREHOLDERS' AND
                 ---------------------------------
                      PARTNERS' EQUITY (DEFICIT)
                      --------------------------

CURRENT LIABILITIES
   Accounts payable                               $    5,516        $      7,554
   Accrued expenses                                   10,313               9,803
   Due to affiliates                                   1,157                 882
   Customer deposits                                     480                 384
                                                  ----------        ------------
         Total current liabilities                    17,466              18,623
                                                  ----------        ------------
LONG TERM DEBT                                       325,466             311,131
                                                  ----------        ------------
MINORITY INTEREST                                      6,484               5,684
                                                  ----------        ------------
SHAREHOLDERS' AND PARTNERS' EQUITY (DEFICIT)
   Common stock, no par value; 2,000 shares author-
       ized; 1,000 shares issued and outstanding         100                 100
   Preferred stock, no par value; 2,000 shares
       authorized; 1,000 shares issued and
       outstanding                                    14,900              14,900
   Accumulated deficit                               (70,434)            (69,147)
   Partners' equity (deficit)                        (46,173)            (33,884)
                                                   ----------        ------------
         Total shareholders' and partners'
           equity (deficit)                         (101,607)            (88,031)
                                                   ----------        ------------
         Total liabilities and shareholders'
           and partners' equity (deficit)         $  247,809       $     247,407
                                                  ==========       =============


The accompanying Notes to Combined Financial  Statements are an integral part of
these balance sheets.

</TABLE>



                                       23
<PAGE>



<TABLE>
<CAPTION>

                 Independent Cellular Network, Inc. and Affiliates


                        Combined Statements of Operations
                             (Thousands of Dollars)
                                  (Unaudited)

                                                    Six Months Ended June 30,
                                                    -------------------------
                                                       1996           1995
                                                    ----------     ----------

<S>                                                <C>            <C>
 OPERATING REVENUES

   Cellular service revenues                        $   31,977     $   28,667
   Equipment sales                                       2,116          1,771
                                                    ----------    -----------
       Total operating revenues                         34,093         30,438
                                                    ----------     ----------
 OPERATING EXPENSES

   Cost of service                                       4,035          4,935
   Cost of equipment sales                               4,794          3,589
   Other operations expenses                             1,487          1,444
   Selling, general, administrative
       and other expenses                                9,441          9,006
   Depreciation and amortization                        14,297         16,260
                                                    ----------     ----------
         Total operating expenses                       34,054         35,234
                                                    ----------     ----------

 Operating Income (Loss)                                    39         (4,796)
   Interest income                                       1,402            401
   Interest expense                                    (14,424)       (13,658)
   Equity in net income of uncon-
       solidated cellular partnerships                     207            148
   Minority interest in net income
       of consolidated entities                           (800)          (499)
                                                     ----------     ----------
 Loss before income taxes                              (13,576)       (18,404)

 Income tax expense                                          -              -
                                                     ----------     ----------
         NET LOSS                                   $  (13,576)    $  (18,404)
                                                     ==========     ==========




 The accompanying Notes to Combined Financial Statements are an integral part of
 these statements.
 </TABLE>



                                       24
<PAGE>



<TABLE>
<CAPTION>

                Independent Cellular Network, Inc. and Affiliates


                          Combined Statements of Cash Flows
                                (Thousands of Dollars)
                                     (Unaudited)

                                                 Six Months Ended June 30,
                                                  -------------------------
                                                     1996           1995
                                                  ----------     ----------



<S>                                              <C>            <C>
 CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                         $  (13,576)    $  (18,404)
 Adjustments to reconcile net loss to
  net cash provided by operating activities:
    Depreciation and amortization                     14,297         16,260
    Interest capitalized as long term debt             7,249          5,818
    Minority interest, net                               800            499
    Equity in net income of unconsolidated
      cellular partnerships, net                        (266)          (148)
 Changes in assets and liabilities:
    Accounts receivable and due from
        affiliates                                   (12,372)       (12,268)
    Cellular telephone inventory                         393            (41)
    Other current assets                                 225           (161)
    Accounts payable and due to affiliates            (1,587)         1,037
    Accrued expenses                                   7,597          9,276
    Customer deposits                                     96             62
                                                  ----------     ----------
    Net cash provided by
        operating activities                           2,856          1,930
                                                  ----------     ----------
 CASH FLOWS FROM INVESTING ACTIVITIES

 Acquisition of property and equipment, net             (875)        (1,997)
 Other                                                  (102)             -
                                                  ----------     ----------
    Net cash used by investing activities               (977)        (1,997)
                                                  ----------     ----------
 CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from debt                                        -          1,000
 Payments of debt                                          -         (1,369)
                                                  ----------     ----------
    Net cash used by
        financing activities                               -           (369)
                                                  ----------     ----------
 NET INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS                               1,879           (436)

 CASH AND CASH EQUIVALENTS,
    beginning of period                                2,370          1,878
                                                  ----------     ----------
 CASH AND CASH EQUIVALENTS,
    end of period                                 $    4,249     $    1,442
                                                  ==========     ==========
 SUPPLEMENTAL DISCLOSURES OF CASH
    FLOW INFORMATION

 Cash paid during the period for interest         $      195     $      645
                                                  ==========     ==========
 Prior year accrued interest capitalized
   as long-term debt                              $    7,087     $    9,912
                                                  ==========     ==========




 The accompanying Notes to Combined Financial Statements are an integral part of
 these statements.


 </TABLE>



                                       25
<PAGE>





       Independent Cellular Network, Inc. and Affiliates

        Notes to Unaudited Combined Financial Statements


Note 1.      Basis of Combination and Presentation

             Independent  Cellular  Network,  Inc.,  Ohio  Cellular RSA L.P. and
             Cellular Plus L.P.  ("the  Companies"),  affiliated  through common
             ownership,  provide wireless voice telecommunications services. The
             Companies  operate as general and  limited  partners  and  majority
             owners  of  cellular  systems  in  various  metropolitan  and rural
             service areas in Kentucky, Ohio, Pennsylvania and West Virginia.

             The accompanying  unaudited combined  financial  statements include
             the accounts of the Companies and their  wholly-owned  and majority
             owned  subsidiaries.  All  significant  intercompany  accounts  and
             transactions have been eliminated.

             The unaudited combined  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  Companies'  opinion,  the unaudited  combined
             financial  statements include all adjustments  necessary to present
             fairly the  financial  position and results of  operations  for the
             interim  periods  presented.  All such  adjustments are of a normal
             recurring  nature.  These  financial  statements  should be read in
             conjunction with the combined financial  statements,  including the
             notes thereto, for the fiscal year ended December 31, 1995.


Note 2.      Sale of Assets

             The  Companies  have entered into an Exchange and Merger  Agreement
             dated May 31, 1996 with 360 Communications  Company for the sale of
             all  the  assets  and  rights  related  to the  Companies  cellular
             telephone  systems  and related  business  in all their  collective
             markets. The transaction,  valued at approximately $514 million, is
             expected to close prior to December 31, 1996.





                                       26
<PAGE>




                360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

        Pro Forma Condensed Combined Financial Statements Introduction


     The following  unaudited pro forma condensed combined financial  statements
have been  prepared from the  historical  consolidated  financial  statements of
360   Communications  Company and Subsidiaries  (the "Company").  The ICN
Acquisition  column in the  following  unaudited  pro forma  condensed  combined
financial  statements reflects the historical  combined financial  statements of
Independent  Cellular Network,  Inc. and Affiliates (the "Acquired  Companies"),
the combined  entities which represent the operations  acquired from Independent
Cellular Network Partners and certain of its affiliates (collectively, "ICNP").

     The unaudited pro forma condensed combined  financial  statements have been
adjusted to reflect the ICN Acquisition  under the terms described  herein under
Item 2.  The ICN  Acquisition,  with a  purchase  price  of  approximately  $514
million, will be accounted for as a purchase.

     The unaudited pro forma condensed combined financial statements assume that
the ICN  Acquisition  occurred as of January 1, 1995 for the unaudited pro forma
condensed  combined  statements  of  operations  and as of June 30, 1996 for the
unaudited pro forma condensed combined balance sheet.

     In the opinion of management,  all adjustments  necessary to present fairly
the unaudited pro forma condensed combined financial statements have been made.

     The unaudited pro forma condensed combined  financial  statements should be
read  in  conjunction  with  the  Company's  historical  consolidated  financial
statements including the notes thereto, set forth in the Company's Annual Report
on Form  10-K for the  fiscal  year  ended  December  31,  1995;  the  Company's
historical  consolidated  financial  statements including the notes thereto, set
forth in the Company's  Quarterly  Report on Form 10-Q for the quarterly  period
ended June 30, 1996;  and  Independent  Cellular  Network,  Inc. and  Affiliates
historical  combined  financial  statements and notes thereto included elsewhere
herein. The unaudited pro forma condensed combined financial  statements are not
necessarily  indicative of the financial  position or results of operations  had
the ICN  Acquisition  occurred  on the  indicated  dates nor do they  purport to
indicate the results of future operations of the Company.



                                       27
<PAGE>



<TABLE>
<CAPTION>



                                           360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                                        PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS


                                                For the Year Ended December 31, 1995
                                                             Unaudited
                                           (Thousands of Dollars, except per share amounts)




                                                       360                                                        360
                                                  Communications                            Pro Forma        Communications
                                                    Company as              ICN            Acquisition           Company
                                                     Reported           Acquisition        Adjustments          Pro Forma
                                                  ----------------    ----------------   ----------------    ----------------
<S>                                              <C>                 <C>                <C>                 <C>
Operating Revenues
Cellular Service Revenues                         $       789,459     $        58,444    $        (1,268)(a) $       846,635
Equipment Sales                                            44,956               3,671                                 48,627
                                                  ----------------    ----------------     --------------    ----------------
     Total Operating Revenues                             834,415              62,115             (1,268)            895,262
                                                  ----------------    ----------------     --------------    ----------------

Operating Expenses
Cost of Service                                            68,223               8,064                                 76,287
Cost of Equipment Sales                                   109,441               8,437                                117,878
Other Operations Expense                                   40,591               3,007                                 43,598
Sales, Marketing and Advertising Expenses                 141,505               6,485                                147,990
General, Administrative and Other Expenses                214,536              11,413             (3,989)(b)         221,960
Depreciation and Amortization                             114,731              36,020             (9,880)(c)
                                                                                                   7,598 (d)
                                                                                                    (993)(e)         147,476
                                                  ----------------    ----------------   ----------------    ----------------
     Total Operating Expenses                             689,027              73,426             (7,264)            755,189

Operating Income (Loss)                                   145,388             (11,311)             5,996             140,073
Interest Expense, net                                    (127,240)            (27,760)               940 (f)        (154,060)
Minority Interests in Net Income
   of Consolidated Entities                               (34,269)             (1,363)                               (35,632)
Equity in Net Income of
   Unconsolidated Entities                                 40,016                 248                                 40,264
Other Income (Expense), net                                  (185)              1,400             (1,400)(g)            (185)
                                                  ----------------    ----------------   ----------------    ----------------
Income (Loss) Before Income Taxes                          23,710             (38,786)             5,536              (9,540)
Income Tax Expense                                         25,405                                 (9,622)(h)          15,783
                                                  ----------------    ----------------   ----------------    ----------------
     Net Income (Loss)                            $        (1,695)    $       (38,786)   $        15,158     $       (25,323)
                                                  ================    ================   ================    ================

Net Loss per Share (in Dollars)                                                                              $         (0.21) (p)
                                                                                                             ================

Weighted Average Shares
   Outstanding, in thousands                                                                                         123,206
                                                                                                             ================




The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.


                                                                                                           
</TABLE>



                                       28
<PAGE>



<TABLE>
<CAPTION>




                                           360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                                        PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS


                                                For the Six Months Ended June 30, 1996
                                                                 Unaudited
                                           (Thousands of Dollars, except per share amounts)


                                                  360                                                         360
                                             Communications                             Pro Forma        Communications
                                               Company as              ICN             Acquisition          Company
                                                Reported           Acquisition         Adjustments         Pro Forma
                                             ----------------    ----------------    ----------------   -----------------
<S>                                         <C>                 <C>                 <C>                <C>
Operating Revenues
Cellular Service Revenues                    $       494,314     $        31,977     $        (1,474)(a)$        524,817
Equipment Sales                                       19,554               2,116                                  21,670
                                             ----------------    ----------------      --------------   -----------------
     Total Operating Revenues                        513,868              34,093              (1,474)            546,487
                                             ----------------    ----------------      --------------   -----------------

Operating Expenses
Cost of Service                                       44,344               4,035                                  48,379
Cost of Equipment Sales                               45,964               4,794                                  50,758
Other Operations Expense                              24,326               1,487                                  25,813
Sales, Marketing and Advertising Expenses             94,619               3,491                                  98,110
General, Administrative and Other Expenses           122,257               5,950              (1,928)(b)         126,279
Depreciation and Amortization                         68,154              14,297              (5,036)(c)
                                                                                               3,799 (d)
                                                                                                (496)(e)          80,718
                                             ----------------    ----------------    ----------------   -----------------
     Total Operating Expenses                        399,664              34,054              (3,661)            430,057

Operating Income                                     114,204                  39               2,187             116,430
Interest Expense, net                                (54,102)            (14,424)              1,014 (f)         (67,512)
Minority Interests in Net Income
   of Consolidated Entities                          (24,325)               (800)                                (25,125)
Equity in Net Income of
   Unconsolidated Entities                            24,020                 207                                  24,227
Other Income (Expense), net                              322               1,402              (1,402)(g)             322
                                             ----------------    ----------------    ----------------   -----------------
Income (Loss) Before Income Taxes                     60,119             (13,576)              1,799              48,342
Income Tax Expense                                    28,855                                  (3,020)(h)          25,835
                                             ----------------    ----------------    ----------------   -----------------
     Net Income (Loss)                       $        31,264     $       (13,576)    $         4,819    $         22,507
                                             ================    ================    ================   =================

Net Income per Share (in Dollars)                                                                       $           0.18  (p)
                                                                                                        =================

Weighted Average Shares
   Outstanding, in thousands                                                                                     123,548
                                                                                                        =================


The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.



</TABLE>



                                       29
<PAGE>



<TABLE>
<CAPTION>


                                            360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                                            PRO FORMA CONDENSED COMBINED BALANCE SHEET


                                                            June 30, 1996
                                                              Unaudited
                                                         (Thousands of Dollars)


                                                  360                                                       360
                                             Communications                            Pro Forma        Communications
                                               Company as             ICN             Acquisition           Company
                                                Reported          Acquisition         Adjustments          Pro Forma
                                             ----------------   -----------------   ----------------    ----------------
<S>                                         <C>                <C>                 <C>                 <C>
Assets
Total Current Assets                         $       202,780    $         58,732    $       (43,210)(i) $       218,302
Property, Plant and Equipment, net                   950,789              45,048             (6,942)(j)         988,895
Investments in Unconsolidated Entities               333,851               1,926                                335,777
Intangibles, net                                     709,363             141,085            303,941 (k)       1,154,389
Other Assets                                          20,210               1,018             (1,018)(i)
                                                                                             30,844 (l)          51,054
                                             ----------------   -----------------   ----------------    ----------------
    Total Assets                             $     2,216,993    $        247,809    $       283,615     $     2,748,417
                                             ================   =================   ================    ================


Liabilities and Shareowners'
   and Partners' Equity
Total Current Liabilities                    $       261,456    $         17,466    $        (5,796)(i) $       273,126
Long-Term Debt                                     1,387,662             325,466           (325,466)(m)
                                                                                            363,747 (m)       1,751,409
Deferred Credits and Other Liabilities               109,612                                                    109,612
                                             ----------------   -----------------   ----------------    ----------------
    Total Liabilities                              1,758,730             342,932             32,485           2,134,147

Minority Interests in Consolidated Entities          171,596               6,484               (790)(n)         177,290
Shareowners' and Partners'
   Equity (Deficit)
Common Stock                                           1,168                 100               (100)(o)
                                                                                                 65 (o)           1,233
Preferred Stock                                                           14,900            (14,900)(o)
Additional Paid-In Capital                           624,686                                150,248 (o)         774,934
Accumulated Deficit                                 (339,187)            (70,434)            70,434 (o)        (339,187)
Partners' Deficit                                                        (46,173)            46,173 (o)
                                             ----------------   -----------------   ----------------    ----------------
    Total Shareowners' and Partners'
        Equity (Deficit)                             286,667            (101,607)           251,920             436,980
                                             ----------------   -----------------   ----------------    ----------------
    Total Liabilities and Shareowners' and
        Partners' Equity (Deficit)           $     2,216,993    $        247,809    $       283,615     $     2,748,417
                                             ================   =================   ================    ================





   The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.


</TABLE>


                                       30
<PAGE>



  NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS


PRO FORMA STATEMENTS OF OPERATIONS


         (a) Cellular  Service  Revenues are adjusted to eliminate  intercompany
revenues and to reflect the reduced rates the Company  charges its customers for
roaming in markets within the Company's service area.

     (b) Certain expenses  associated with general and  administrative  services
are  duplicative in nature and are  eliminated  since the Company will not incur
these costs subsequent to the Acquisition.

     (c) This entry  adjusts  to 40 years the  amortization  period for  certain
acquired  identifiable  intangible  assets to conform with the Company's current
accounting policies for amortization of such assets.

     (d) This  adjustment  reflects  amortization  of the excess of the purchase
price over the fair value of net assets acquired.

     (e) Depreciation  expense for the Acquired Companies'  property,  plant and
equipment has been adjusted to reflect the Company's current accounting policies
for  depreciable  lives.  This  adjustment  also  accounts  for  the  effect  on
depreciation  expense of property,  plant and equipment that will be replaced as
described in (j).

     (f) This entry reflects the net effect on interest  expense  resulting from
the debt transactions described in (m). An annual variable interest rate of 6.3%
and an annual  fixed rate of 9.5% was used for additional credit facility
borrowings and subordinated debt, respectively. A 1/8% difference in the annual
variable interest rate would have the effect of  changing  interest  expense by
$302,000 for the year ended December 31, 1995 and by $151,000 for the six
months ended June 30, 1996.

     (g) Interest income associated with the nonretained assets of the Acquired
         Companies is eliminated.

     (h) The  provision  for income taxes is adjusted to reflect the tax effects
of pro forma adjustments (a) through (g). In addition, pro forma adjustments are
recorded  to give effect to the tax  provision  associated  with the  historical
operating results of the Acquired Companies.



PRO FORMA BALANCE SHEET


     (i) These entries adjust assets and liabilities to reflect net balances
         acquired.

     (j)  To  achieve  cellular  system   compatibility  and  standard  customer
functionality  it will be  necessary  for the  Company to replace  the cell site
equipment and switches of the Acquired Companies. This adjustment represents the
write down of property,  plant and equipment that will be replaced to realizable
value.




                                       31
<PAGE>



     (k) This entry adjusts intangibles for the excess of the estimated purchase
price over net assets  acquired.  The aggregate  purchase price is approximately
$514 million.  Presented below is a preliminary allocation of the purchase price
as if the ICN Acquisition occurred on June 30, 1996 (in thousands of dollars).

       Tangible Assets Acquired             $        86,398
       Intangible Assets Acquired                   141,085
       Liabilities Assumed                          (11,670)
       Ownership Percentage Adjustment -
          Minority Interests                         (5,694)
                                                    -------       
       Net Assets Acquired                          210,119
       Estimated Purchase Price                     514,060
                                                    -------
       Intangibles                          $       303,941
                                                    =======


     (l) This  entry  reflects  the  recording  of  deferred  income  tax assets
acquired by the Company in the ICN  Acquisition.  The deferred income tax assets
were primarily  generated by the operating losses of the Acquired  Companies and
represent  future tax benefits to the extent that  realization  of such benefits
are more likely than not. The balance recorded includes a valuation  allowance 
in the amount of $5,120,000 established  for the portion of deferred income tax
assets not expected to be realized.

     (m) Under the terms of the transaction,  the Company issued $122 million in
aggregate  principal amount of subordinated  non-negotiable  promissory notes to
ICNP.  These notes initially bear interest at 9.5%, which may be reduced to 9.0%
upon the occurrence of certain specified  events,  payable  semiannually.  Fifty
percent of the  interest  payments  will be  capitalized  and become part of the
outstanding principal balance. In addition,  the Company assumed $240 million of
Independent Cellular Network Partners' senior debt. On the acquisition date, the
Company  refinanced  the senior debt and funded the remaining  purchase price by
borrowing under its existing  revolving bank credit  facility.  Prior to the ICN
Acquisition,  the  Company's  revolving  bank  credit  facility  was amended and
restated  to permit,  among  other  thing,  the  acquisition  and  increase  its
borrowing capacity from $800 million to $1.0 billion.  This entry eliminates the
long-term debt of the Acquired  Companies and replaces it with the  subordinated
debt and additional credit facility borrowings.

     (n) This entry  reflects the minority  partners pro rata share of the write
down of certain property, plant and equipment as described in (j).

     (o)  Reflects  the issuance of  6,500,000  shares of the  Company's  Common
Stock,  $0.01 par value,  ("Company Common Stock") issued in connection with the
ICN Acquisition and eliminates the capital accounts of the Acquired Companies.


EARNINGS PER SHARE

     (p) Net Loss per Share for the year ended  December 31, 1995 was calculated
based upon the number of Sprint Corporation weighted average shares outstanding,
adjusted assuming a conversion ratio of 1 to 3 and as if the 6,500,000 shares of
Company  Common Stock issued in  connection  with the ICN  Acquisition  had been
outstanding since the beginning of the period.  Net Income per Share for the six
months  ended  June  30,  1996  was  computed  using  weighted   average  shares
outstanding,  including common stock equivalents, and as if the 6,500,000 shares
of Company Common Stock issued in connection  with the ICN  Acquisition had been
outstanding since the beginning of the period.




                                       32
<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



                                /s/ Gary L. Burge
                     By:____________________________________
                                  Gary L. Burge
                                  Senior Vice President - Finance

Date: November 7, 1996







                                       33
<PAGE>




                            EXHIBIT INDEX



Exhibit
   No.                              Description of Exhibits


     2.2     Exchange   and  Merger   Agreement   (the   "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, to the Exchange and Merger Agreement.

     4.4     Form of 360 Communications Company's Subordinated Non-Negotiable
             Promissory Note (included in Exhibit 2.2).

     23      Consent of Arthur Andersen LLP.

     99      Press Release issued by 360 Communications Company on
             November 4, 1996.






                                       34
<PAGE>
[{"type": "8-K", "sequence": "1", "description": "ACQUISITION", "secsgml_size_bytes": 103000}]
{"company-data": {"conformed-name": "360 DEGREE 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": "96656006"}, "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

                    November 1,  1996
        ----------------------------------------------------
          Date of Report (Date of earliest event reported)

                 360 COMMUNICATION  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 2.  Acquisition or Disposition of Assets.

         On  November  1,  1996,  360  Communications  Company  (the  "Company")
completed  its  previously  announced  acquisition  (the "ICN  Acquisition")  of
Independent Cellular Network, Inc. and affiliated companies  (collectively,  the
"Acquired  Companies")  which own and  operate  cellular  licenses  and  related
systems  and assets in  Kentucky,  Ohio,  Pennslyvania  and West  Virginia.  The
Acquired  Companies provide cellular service to approximately  140,000 customers
in 20 markets  representing an estimated 3.2 million  potential  customers.  The
Company  acquired the  Acquired  Companies  from  Independent  Cellular  Network
Partners and certain of its affiliates (collectively,  "ICNP") for approximately
$514 million, comprised of 6,500,000 shares of the Company's Common Stock, $0.01
par  value,  $122  million  in  aggregate  principal  amount  of  the  Company's
subordinated  non-negotiable  promissory  notes and the Company's  assumption of
$240  million  of  Independent  Cellular  Network  Partners'  senior  debt.  The
remaining  portion of the purchase price was paid in cash.  The ICN  Acquisition
will be accounted for as a purchase.

         The Company's  subordinated  non-negotiable  promissory notes issued in
connection with the ICN Acquisition are due October 31, 2006 and accrue interest
at the rate of 9.5% per annum,  subject  to  adjustment,  payable  semiannually.
Fifty  percent  of the  interest  due and  owing  will be paid on each  interest
payment date and the remaining  fifty percent of the interest due and owing will
be capitalized and become part of the principal amount owed thereunder. The $240
million  of senior  debt  assumed  by the  Company  in  connection  with the ICN
Acquisition  was  refinanced,  and the cash  portion of the  purchase  price was
funded,  under the Company's existing revolving credit facility with a number of
banks and institutional lenders led by Citibank,  N.A., as administrative agent,
The Chase Manhattan Bank and Bank of America  Illinois,  as syndication  agents,
and Toronto Dominion (Texas), Inc., as documentation agent.

         The  terms of the ICN  Acquisition  were  arrived  at  through  private
negotiation and were based primarily on the population of the acquired  markets,
the value of existing  operations and the customer base. The Company  intends to
continue to use the acquired assets in their respective markets.

         A copy of the  press  release  issued  by the  Company  announcing  the
completion of the ICN  Acquisition  is filed as Exhibit 99 to this Report and is
incorporated herein by reference.

                                       3
Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.

 (a) Financial Statements of Business Acquired.

     Independent Cellular Network, Inc. and Affiliates

     --Report of Independent Public Accountants
     --Combined Balance Sheets as of December 31, 1995 and 1994
     --Combined Statements of Operations for the Years Ended December 31, 1995,
       1994 and  1993
     --Combined Statements of Changes in Shareholders' and Partners' Equity
       (Deficit) for the Years Ended December 31, 1995, 1994, 1993 and 1992
     --Combined Statements of Cash Flows for the Years Ended December 31, 1995,
       1994 and 1993
     --Notes to Combined Financial Statements
     --Combined Balance Sheets as of June 30, 1996 and December 31, 1995
     --Combined  Statements of Operations for the Six Months Ended June 30, 1996
       and 1995
     --Combined Statements of Cash Flows for the Six Months Ended June 30, 1996
       and 1995
     --Notes to Unaudited Combined Financial Statements

(b) Pro Forma Financial Information.

    360  Communications Company and Subsidiaries

     --Pro Forma Condensed Combined Statement of Operations for the Year Ended
       December 31, 1995
     --Pro Forma Condensed Combined Statement of Operations for the Six Months
       Ended June 30, 1996
     --Pro Forma Condensed Combined Balance Sheet as of June 30, 1996
     --Notes to Pro Forma Condensed Combined Financial Statements

     (c) Exhibits.

     2.2     Exchange   and  Merger   Agreement   (the   "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, to the Exchange and Merger Agreement.

     4.4     Form of 360 Communications Company's Subordinated Non-Negotiable
             Promissory  Note (included in Exhibit 2.2).

     23      Consent of Arthur Andersen LLP.

     99      Press Release issued by 360 Communications Company on November 4,
             1996.

                                       4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Partners of
Independent Cellular Network, Inc. and Affiliates

We have audited the accompanying combined balance sheets of INDEPENDENT CELLULAR
NETWORK,  INC. AND  AFFILIATES as of December 31, 1995 and 1994, and the related
combined  statements  of  operations,  changes in  shareholders'  and  partners'
deficit and cash flows for each of the three years in the period ended  December
31, 1995. These financial  statements are the  responsibility  of the Companies'
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the combined financial position of Independent  Cellular
Network,  Inc. and  Affiliates as of December 31, 1995 and 1994, and the results
of their  operations  and their  cash  flows for each of the three  years in the
period ended December 31, 1995, in conformity with generally accepted accounting
principles.

                                                ARTHUR ANDERSEN LLP

Chicago,  Illinois
March 15, 1996,
except for Note 14,
to which the date is May
31, 1996

                                       5
Independent Cellular Network, Inc. and Affiliates

                              Combined Balance Sheets
                               (Thousands of Dollars)

                                                              December 31,
                                                              ------------

                                                        1995               1994
                                                        ----               ----

                    ASSETS
                    ------
CURRENT ASSETS
   Cash and cash equivalents                        $   2,370         $   1,878
   Accounts receivable, less allowance
       of $683 and $651                                 9,796             8,226
   Due from affiliates                                 29,903             8,479
   Cellular telephone inventory                         2,665             2,624
   Other                                                  365               183
                                                     --------           --------
         Total current assets                          45,099            21,390
                                                     --------           --------

   Property and equipment                              86,973            87,534
   Less: Accumulated depreciation                     (38,079)          (32,034)
                                                     ---------         ---------
   Property and equipment, net                         48,894            55,500
                                                     ---------         ---------
   Licenses, net of accumulated amortization
       of $39,140 and $28,030                         141,586           155,334
   Non compete agreements, net of accumulated
       amortization of $15,991 and $2,778               9,009            22,222
   Deferred costs, net of accumulated
       amortization of $154 and $53                       985               922
   Investment in unconsolidated
       cellular partnership                             1,834             1,281
                                                    ---------          --------
         Total other assets                           153,414           179,759
                                                    ---------         ---------

         Total assets                               $ 247,407         $ 256,649
                                                    =========         =========

              LIABILITIES AND SHAREHOLDERS' AND
              ---------------------------------
                  PARTNERS' EQUITY (DEFICIT)
                  --------------------------

CURRENT LIABILITIES
   Current portion of long term debt                $      -          $   1,369
   Accounts payable                                     7,554             5,650
   Accrued expenses                                     9,803            13,598
   Due to affiliates                                      882               400
   Customer deposits                                      384               333
                                                    ---------         ---------
         Total current liabilities                     18,623            21,350
                                                    ---------         ---------
LONG TERM DEBT                                        311,131           280,223
                                                    ---------         ---------
MINORITY INTEREST                                       5,684             4,321
                                                    ---------         ---------
SHAREHOLDERS' AND PARTNERS' EQUITY (DEFICIT)
   Common stock, no par value; 2,000 shares author-
     ized; 1,000 shares issued and outstanding            100               100
   Preferred stock, no par value; 2,000 shares
     authorized; 1,000 shares issued and outstanding   14,900            14,900
   Accumulated deficit                                (69,147)          (65,146)
   Partners' equity (deficit)                         (33,884)              901
                                                     ---------        ---------
         Total shareholders' and partners'
           equity (deficit)                           (88,031)          (49,245)
                                                    ---------         ---------
         Total liabilities and shareholders'
           and partners' equity (deficit)           $ 247,407         $ 256,649
                                                    =========         =========

The accompanying Notes to Combined Financial  Statements are an integral part of
these balance sheets.
6
Independent Cellular Network, Inc. and Affiliates

                        Combined Statements of Operations
                             (Thousands of Dollars)

                                            Years Ended December 31,
                                           --------------------------
                                            1995      1994      1993
                                           ------    ------    ------
OPERATING REVENUES

   Cellular service revenues            $ 58,444   $ 45,744   $ 18,464
   Equipment sales                         3,671      3,575      1,869
                                        --------   --------   --------

       Total operating revenues           62,115     49,319     20,333
                                        --------   --------   --------

OPERATING EXPENSES

   Cost of service                         8,064      5,703      2,573
   Cost of equipment sales                 8,437      7,500      3,542
   Other operations expenses               3,007      2,649      1,581
   Selling, general, administrative
       and other expenses                 17,898     17,589      9,298
   Depreciation and amortization          36,020     19,297     12,833
                                        --------   --------   --------

         Total operating expenses         73,426     52,738     29,827
                                        --------   --------   --------

Operating Income (Loss)                  (11,311)    (3,419)    (9,494)
   Interest income                         1,400        383         30
   Interest expense                      (27,760)   (15,389)    (5,615)
   Equity in net income of uncon-
       solidated cellular partnerships       248        317          -
   Minority interest in net (income)
       loss of consolidated entities      (1,363)    (1,000)        77
   Preacquisition income                       -     (1,719)         -
                                         -------   --------    -------

Loss before income taxes                 (38,786)   (20,827)   (15,002)

Income tax expense                             -          -          -
                                        --------   --------   --------

         NET LOSS                       $(38,786)  $(20,827)  $(15,002)
                                        ========   ========   ========

The accompanying Notes to Combined Financial  Statements are an integral part of
these statements.
7
Independent Cellular Network, Inc. and Affiliates

                         Combined Statements of Changes in Shareholders' and Partners' Equity (Deficit)
                                                     (Thousands of Dollars)
 

                             Common Stock         Preferred Stock                         Partners'
                             ------------         ---------------       Accumulated        Equity
                           Shares    Amount       Shares   Amount        Deficit         (Deficit)     Total
                           ------    ------       ------  --------      -----------      ----------   ---------
December 31, 1992         1,000    $  100        1,000  $ 14,900     $  (47,066)       $  (1,350)   $(33,416)

 Net loss                     -         -            -         -         (10,384)          (4,618)    (15,002)
                          ------    ------       ------  --------      ----------        ---------    --------

BALANCES,
 December 31, 1993         1,000       100        1,000    14,900        (57,450)          (5,968)    (48,418)

 Capital
   contributions               -         -            -         -              -           20,000      20,000

 Net loss                      -         -            -         -         (7,696)         (13,131)    (20,827)
                           ------    ------       ------   -------      ---------        ---------    --------

BALANCES,
 December 31, 1994         1,000       100        1,000    14,900        (65,146)             901     (49,245)

 Net loss                      -         -            -         -         (4,001)         (34,785)    (38,786)
                          ------    ------       ------  --------       ---------        ---------    --------
BALANCES,
 December 31, 1995         1,000    $  100        1,000  $ 14,900     $  (69,147)       $ (33,884)   $(88,031)
                          ======    ======       ======  ========     ==========        =========    ========

The accompanying Notes to Combined Financial  Statements are an integral part of these statements.
8
Independent Cellular Network, Inc. and Affiliates

                             Combined Statements of Cash Flows
                                 (Thousands of Dollars)

                                                    Years Ended December 31,
                                                --------------------------------
                                                  1995        1994      1993
                                                ---------  ---------  ----------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                        $ (38,786) $ (20,827) $ (15,002)
Adjustments to reconcile net loss to
 net cash provided by operating activities:
   Depreciation and amortization                   36,020     18,270     12,833
   Interest capitalized as long term debt          21,907          -          -
   Minority interest, net                           1,363        349        (77)
   Equity in net income of unconsolidated
     cellular partnerships, net                      (248)      (140)         -
Changes in assets and liabilities:
   Accounts receivable and due from
      affiliates                                  (22,994)     2,351       (807)
   Cellular telephone inventory                       (41)    (1,217)      (912)
   Other current assets                              (182)        13       (392)
   Accounts payable and due to affiliates           2,250        375        967
   Accrued expenses                                 6,379      3,086      1,409
   Customer deposits                                   51         57          -
                                                ---------  ---------  ---------
   Net cash provided (used) by
       operating activities                         5,719      2,317     (1,981)
                                                ---------   --------   --------

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of property and equipment, net         (6,015)   (10,682)    (5,564)
Proceeds from cellular asset exchange, net          2,376         -           -
Acquisition of subsidiary and
   related assets                                       -   (191,187)         -
                                                ---------  ---------- ----------

   Net cash used by investing activities           (3,639)  (201,869)    (5,564)
                                               ---------- ---------- ----------

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from debt                                      -    246,877     11,545
Payments of debt                                   (1,588)   (67,208)    (2,940)
Capital contribution                                    -     20,000          -
                                                ---------  ---------  ---------
   Net cash provided (used) by
       financing activities                        (1,588)   199,669      8,605
                                                ---------  ---------  ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS             492        117      1,060

CASH AND CASH EQUIVALENTS,
   beginning of year                                1,878      1,761        359
                                                ---------   --------  ---------
CASH AND CASH EQUIVALENTS,
   end of year                                  $   2,370  $   1,878  $   1,419
                                                =========  =========  =========

SUPPLEMENTAL DISCLOSURES OF CASH
   FLOW INFORMATION

Cash paid during the period for interest        $    285   $   8,517  $   5,003
                                               ---------   ---------  ---------
Prior year accrued interest capitalized
  as long-term debt                             $  9,220   $       -  $       -
                                                =========  =========  =========

The accompanying Notes to Combined Financial  Statements are an integral part of
these statements.
9
Independent Cellular Network, Inc. and Affiliates

                     Notes to Combined Financial Statements

Note 1.      Description of Business

             Independent Cellular Network, Inc. ("ICN"), a Delaware corporation,
             is an 83% owned subsidiary of Independent Cellular Network Partners
             ("ICNP"),  a 60% owned  subsidiary  of Henry Crown and Company (Not
             Inc.) ("HCNI").  ICN was organized in June 1987 to acquire licenses
             for, and to construct and operate,  cellular  telephone  systems in
             various markets in Ohio, Pennsylvania,  West Virginia and Kentucky.
             Effective July 12, 1994, HCNI transferred its ownership interest in
             ICN to ICNP.

             ICN is an 85%  general  partner in  ICN-Charleston,  West  Virginia
             Limited Partnership  ("ICN-Charleston").  ICN-Charleston was formed
             in 1988 to acquire the license for and to  construct  and operate a
             cellular telephone system in the Charleston, West Virginia market.

             Ohio  Cellular  RSA  L.P.  ("Ohio  Cell"),   an  Illinois   limited
             partnership,  was organized in August 1991 to acquire licenses for,
             and to construct and operate cellular  telephone systems in certain
             Ohio and West Virginia Rural Service Areas. Ohio Cell interests are
             owned by ICNP, 82% limited partner, Quality Cellular Communications
             of Ohio,  Inc.,  16%  general  partner,  Ohio RSA  Corporation,  1%
             general  partner,   and  Winstel  Limited  Partner,  1%.  Effective
             September 1, 1994, HCNI transferred its ownership  interest in Ohio
             Cell to ICNP.

             Cellular Plus L.P. ("Cell Plus"), an Illinois limited  partnership,
             was organized in September 1994 to acquire,  through an acquisition
             company,  the licenses  owned by  affiliates  of C-TEC  Corporation
             ("C-TEC"),  a Pennsylvania  corporation,  and to own, construct and
             operate cellular  telephone  systems in Pennsylvania and Iowa. Cell
             Plus  interests  are owned by ICNP,  79% limited  partner,  Quality
             Cellular Plus  Communications,  Inc., 17% general partner,  Winstel
             Limited  Partner,  3%, and C-Plus,  Inc. 1% general  partner.  Cell
             Plus's Iowa  cellular  telephone  systems were included in the swap
             transaction completed during 1995 (See Note 8).

             ICN,  Ohio Cell and Cell Plus,  collectively  referred to herein as
             the  "Companies",  are the wireline  cellular  providers in each of
             their markets.  The Companies provide cellular telephone service to
             customers  pursuant  to  various  terms and rate  plans  throughout
             Kentucky, Ohio, Pennsylvania and West Virginia, and offer unsecured
             credit in the normal course of business.  The  Companies  also sell
             cellular telephone equipment and accessories through retail outlets
             located in their licensed market areas.  The Companies have entered
             into various  agreements with other cellular  service  providers to
             provide the Companies'  customers cellular service in areas outside
             of the Companies' markets.

             Following  is  a  listing  of  the  Companies'  cellular  telephone
             markets,  including  the  subsidiary  and/or  partnership  interest
             holding the license,  approximate 1995 census populations (adjusted
             to reflect  ownership if less than 100%) and date on which cellular
             service commenced:

                                       10
Note 1.      Description of Business, Continued

                                                              Commencement
                                          Population           of Service
                                          ----------          ------------

 Independent Cellular
    Network, Inc. and
  Subsidiary:

  Huntington-Ashland,
    WV-KY-OH                                 318,000            November 1987
  Johnstown, PA                              237,000            October 1987
  Altoona, PA                                132,000            March 1988
  Wheeling, WV-OH                            156,000            February 1988
  Steubenville-Weirton,
    OH-WV                                    140,000            July 1988
  Charleston, WV                             219,000            September 1988
  Parkersburg-Marietta,
    WV-OH                                    157,000            January 1989

 Ohio Cellular RSA L.P.:

 New Philadelphia, Ohio
   (Tuscarawas, Guernsey,
    Harrison, Monroe,
    and Noble Counties)                      170,000            September 1992
    Athens, Ohio (Meigs,
    Athens, Morgan
    and Vinton Counties)                     112,000            October 1992
     Logan, WV
    (Lincoln County)                         185,000            April 1992

 Cellular Plus L.P.:

  Centre County, Pa.                         130,000            June 1988

 Williamsport/PA-8
   Cellular Limited
   Partnership:

  Williamsport, PA                           122,000            November 1988
  Pennsylvania RSA No. 8                     401,000            December 1990

 Commonwealth Cellular
  Telephone Services,
  Inc.:

  Pennsylvania RSA No. 5                      33,000            September 1991
  Allentown, PA SMSA                          29,000            March 1985
  Reading, PA SMSA                            35,000            March 1986
  Northeast Pennsylvania
    SMSA                                     520,000            July 1985
  Pennsylvania RSA No. 3
    Sector 1                                  37,000            August 1991
    Sector 2                                   9,800                N/A
    Pennsylvania RSA No. 4
    Sector 1                                  30,000            February 1991
                                           ---------

                                           3,172,800
                                           =========

                                       11
Note 2.      Summary of Significant Accounting Policies

    a)       Principles of Combination

             The accompanying combined financial statements include the accounts
             of  the  Companies.   All  significant  intercompany  accounts  and
             transactions have been eliminated.

             ICN includes the accounts of ICN-Charleston. Cell Plus includes the
             accounts  of  its  100%  owned  subsidiary   Commonwealth  Cellular
             Telephone Services,  Inc. ("CCTS"),  a Delaware corporation and its
             69.23%  partnership  interest  in  the  Williamsport/PA-8  Cellular
             Limited Partnership ("PA-8"). The remaining partnership interest in
             PA-8 is owned by Williamsport  Cellular Telephone Company, Inc. The
             CCTS  financial  statements  include the following  investments  in
             partnerships and corporations.
                                                                  Ownership
                                                                   Interest

            Northeast Pennsylvania SMSA Ltd. Partnership            78.98%
            Pennsylvania RSA No. 5 General Partnership ("PA 5")     40.00%
            Pennsylvania RSA No. 3 Sector 2 Ltd.
              Partnership ("RSA 3")                                 16.66%
            Reading SMSA Ltd. Partnership ("Reading")               10.00%
            Allentown SMSA Ltd. Partnership ("Allentown")            4.00%
            Williamsport Cellular Telephone Company, Inc.           93.95%
              (formerly Iowa City Cellular Telephone Co., Inc.)

             CCTS accounts for its ownership  interests in PA 5 using the equity
             method. It accounts for its ownership in Reading and Allentown on a
             cost  basis.   The  related   asset   appears  as   investment   in
             unconsolidated  cellular  partnerships in the accompanying combined
             balance  sheets.  At  December  31,  1995  RSA 3 had not  commenced
             operations.

  b)         Basis of Presentation

             Cell Plus, through an acquisition company, acquired 100% of CCTS on
             September 9, 1994 (See Note 3). The  acquisition  was accounted for
             using the purchase method of accounting.  The revenues and expenses
             of Cell  Plus  have  been  included  in the  accompanying  combined
             statements  of  operations  as though CCTS had been  acquired as of
             January 1, 1994.

  c)         Cash and Cash Equivalents

             For  purposes  of  reporting  combined  cash flows,  the  Companies
             consider  all  highly  liquid  debt  instruments  purchased  with a
             maturity of three months or less to be cash equivalents.

  d)         Cellular Telephone Inventory

             Cellular telephone inventory is stated at cost using the "first-in,
             first-out" method.

                                       12
Note 2.      Summary of Significant Accounting Policies, Continued

  e)         Property and Equipment

             Property  and  equipment  are  carried  at cost.  Replacements  and
             betterments  are  capitalized,  while  maintenance  and repairs are
             expensed as incurred.  When property and equipment are disposed of,
             the related cost and accumulated  depreciation are removed from the
             accounts  and any  resulting  gains or losses are  included  in the
             determination of results of operations. Depreciation is computed by
             applying the straight-line  method over the estimated service lives
             for depreciable property and equipment.

  f)         Licenses

             The  licenses  held by the  Companies  are  recorded at fair market
             value at date of  acquisition.  License  costs are  amortized  on a
             straight line basis over ten or fifteen  years,  beginning with the
             month each licensed market was acquired.

  g)         Non Compete Agreements

             In connection  with the  acquisition  of CCTS (see Note 3), certain
             non compete  agreements  were  entered  into  between Cell Plus and
             C-TEC. In the markets acquired, the agreements effectively bar, for
             a term of three  years,  C-TEC or any of its  affiliated  companies
             from  any  involvement  in  any  business  that  provides  wireless
             telecommunications.   The  asset   related  to  these  non  compete
             agreements is being amortized over three years.

  h)         Deferred Costs

             Deferred  costs  include  costs  incurred  in  connection  with the
             acquisition  of CCTS.  These  costs have been  capitalized  and are
             being amortized over periods of five to fifteen years.

  i)         Income Taxes

             ICN and CCTS file separate  company  corporate  income tax returns.
             Both  companies   account  for  income  taxes  in  accordance  with
             Statement  of  Financial   Accounting   Standards   ("SFAS")   109,
             "Accounting for Income Taxes." Under SFAS 109,  deferred tax assets
             and  liabilities  are computed based on the difference  between the
             financial  statement and income tax basis of assets and liabilities
             using the enacted statutory tax rates.  Deferred income tax expense
             or benefit is based on the  changes in the  deferred  tax asset and
             liability accounts.

             For the remaining combined partnerships,  no provision or liability
             for Federal or state income taxes is reflected in the  accompanying
             financial  statements of the partnerships  since such taxes are the
             responsibility of the individual partners.

                                       13
Note 2.      Summary of Significant Accounting Policies, Continued

  j)         Derivatives

             ICN  maintains  derivative  financial  instruments  in the  form of
             interest rate swaps. These interest rate swaps are held pursuant to
             debt  agreement  requirements  and are used to manage  well-defined
             interest rate risks. ICN does not use these derivatives for trading
             purposes.

  k)         Minority Interest

             Minority interest represents the results of operations attributable
             to the minority owners of the Companies' subsidiaries.

  l)         Revenue Recognition

             Revenue from operations  primarily consists of charges to customers
             for monthly access, cellular airtime and data usage, and roamer and
             toll  charges.  Revenue is  recognized  as services  are  rendered.
             Unbilled  revenues,  resulting from cellular  service provided from
             the billing cycle to the end of each month and from other  cellular
             carriers'  customers using the Companies'  cellular systems for the
             last half of each month,  are  estimated  and  recorded.  Equipment
             sales are  recognized  upon  delivery to the  customer  and reflect
             charges  to  customers  for  cellular   telephone   user  equipment
             purchased.

  m)         Use of Estimates

             The preparation  of  financial   statements  in  conformity  with
             generally accepted  accounting  principles  requires  management to
             make estimates and assumptions  that affect the reported amounts of
             assets and  liabilities  and  disclosure of  contingent  assets and
             liabilities  at  the  date  of the  financial  statements  and  the
             reported  amounts  of revenue  and  expense  during  the  reporting
             period. Actual results could differ from those estimates.

  n)         Changes in Accounting Principles

             In March 1995, the Financial Accounting Standards Board issued
             SFAS 121,  "Accounting for the Impairment of Long-Lived  Assets and
             for  Long-Lived  Assets to be Disposed  Of," which is effective for
             fiscal years  beginning  after December 15, 1995. SFAS 121 requires
             that assets to be held and used be reviewed for impairment whenever
             events or  changes  in  circumstances  indicate  that the  carrying
             amount of an asset may not be  recoverable.  The  Companies  do not
             anticipate  that the  requirements of SFAS 121 will have a material
             affect on their 1996 combined  financial  statements  and operating
             results.

                                       14
Note 3.      Acquisition

             Pursuant  to an  agreement  dated  September  9,  1994,  Cell Plus,
             through an acquisition company, acquired the stock of CCTS and Iowa
             City Cellular  Telephone Co., Inc.  ("Iowa City") and the assets of
             certain  affiliated   companies  from  C-TEC.  The  purchase  price
             approximated  $190,565,000.   Financing  for the  acquisition  was
             provided by borrowings  from ICNP and ICNP's senior  secured credit
             agreement (See Note 6).

             The allocation of the purchase price among the assets  acquired and
             liabilities assumed is as follows (in thousands):

               Assets acquired:
                 Cash                                   $     284
                 Receivables, net                           8,594
                 Inventory                                    253
                 Property and equipment                    24,429
                 Covenant not to compete                   25,000
                 Licenses                                 135,822
                                                        ---------
               Total assets acquired                      194,382
                                                        ---------
               Liabilities assumed:
                 Accounts payable                           1,199
                 Accrued expenses                             376
                 Long term debt                             2,242
                                                        ---------
               Total liabilities assumed                    3,817
                                                        ---------
               Net assets acquired                      $ 190,565
                                                        =========

             The revenue and  expenses of CCTS and Iowa City have been  included
             in the  accompanying  combined  statements  of operations as though
             CCTS and Iowa City had been  acquired  as of January  1, 1994.  The
             results of operations of CCTS and Iowa City,  which  occurred prior
             to September 9, 1994, have been reflected as  preacquistion  income
             in the 1994 statement of operations. The combined statement of cash
             flows for the year ended  December 31, 1994 includes the activities
             of CCTS from the acquisition date through December 31, 1994. If the
             acquisition had occurred on January 1, 1993,  management  estimates
             that on an unaudited pro forma basis total  operating  revenues and
             net  loss  would  have  been   $49,319,000   and   $19,108,000  and
             $42,873,000 and $14,042,000,  for the years ended December 31, 1994
             and 1993,  respectively.  These  estimates  were prepared  based on
             assumptions that management deems appropriate,  but the results are
             not  necessarily  indicative  of those that might have occurred had
             the acquisition taken place on January 1, 1993.

             The assets and cellular  operations  of Iowa City were  included in
             the swap transaction completed during 1995 (See Note 8).

                                       15
Note 4.   Property and Equipment

          Property and equipment  consisted of the following at December 31, (in
          thousands):

                                            Depreciable
                                               Lives          1995        1994
                                            -----------      ------      ------
          Land                                              $  599      $  507
          Switching, base site controller
           and radio frequency equipment       10 years     61,188      69,050
          Cell site towers and shelters      7-20 years     12,849       9,854
          Office furniture and other
          equipment                             5 years     12,337       8,123
                                                           -------     -------
           Total property and equipment                     86,973      87,534
          Less: Accumulated depreciation                   (38,079)    (32,034)
                                                           -------    --------
                                                           $48,894     $55,500
                                                           -------    --------

          Depreciation  expense  charged  to  operations  for  the  years  ended
          December  31,  1995,  1994  and 1993 was  $9,221,000,  $8,693,000  and
          $5,242,000, respectively.

          For the year ended December 31, 1993, the Companies wrote down various
          telecommunications  equipment to fair market value,  based on an offer
          by  another  cellular  telephone   company.   The  resulting  loss  of
          $2,914,000 has been included in depreciation and amortization  expense
          in the accompanying combined statements of operations.

          During  the year ended  December  31,  1993,  the  Companies  acquired
          $4,530,000 of cellular equipment through vendor financing.

                                       16
Note 5. Investment in Unconsolidated Entity

        Condensed financial information for Cell Plus' investment in PA 5, which
        is accounted for under the equity method, follows (in thousands):

                                              Years Ended December 31,
                                             ---------------------------
                                             1995        1994        1993
                                           -------     -------     -------

          Total operating revenues        $ 1,978     $ 1,613     $ 1,221
          Total operating expenses          1,250       1,044       1,089
                                            -----       -----      ------
           Operating income                   728         569         132
          Net interest expense                 57          71          60
                                            ------     -------     -------
               Net income                   $ 671     $   498     $    72
                                            ======     =======     =======

                                               December 31,
                                          ---------------------
                                            1995         1994
                                          -------      -------
          Assets
           Current assets                 $ 1,820      $ 1,294
           Noncurrent assets                1,833        1,736
                                          -------      -------
                                          $ 3,653      $ 3,030
                                          =======      =======

         Liabilities and equity
          Current liabilities             $    50      $    51
          Mortgage note payable             1,462        1,509
          Equity                            2,141        1,470
                                            -----        -----
                                          $ 3,653      $ 3,030
                                          =======      =======

Note 6. Long Term Debt

        The Companies'  long term debt consists of the following at December 31,
        (in thousands):

                                            1995          1994
                                        ---------       ---------

        Revolving notes with ICNP        $ 265,629      $ 240,316
        Demand notes with HCNI              45,502         39,907
                                         ---------      ---------
                                         $ 311,131      $ 280,223
                                         =========      =========

        The notes bear  interest at a rate  calculated  to be  equivalent to the
        cost of funds charged to ICNP pursuant to ICNP's senior  secured  credit
        facility, 8.913% and 9.764% at December 31, 1995 and 1994, respectively.
        Interest under the notes is payable  quarterly and any  installments not
        paid  are  capitalized  and  become  part of the  outstanding  principal
        balance. Prepayment of interest may be made at any time without penalty.
        The notes are  secured by a pledge of certain  rights to  distributions,
        partnership   interests,   and  capital  stock  pursuant  to  a  certain
        Partnership  Interest and Stock Pledge and Security Agreement dated July
        12, 1994. The notes are subordinate to the senior  indebtedness of ICNP,
        as defined in the  subordination  agreement dated September 9, 1994 and,
        accordingly,  are  classified as long term in the  accompanying  balance
        sheets.  Based on the borrowing rates currently offered to ICNP for long
        term  debt with  similar  terms and  maturities,  the fair  value of the
        Companies' long term debt approximates carrying value.

                                       17
Note 6. Long Term Debt, continued

        Ohio Cell also maintains a secured line of credit with ICNP.  There were
        no borrowings under this line of credit at December 31, 1995 and 1994.

        During  1994  ICNP  entered  into  a  senior  secured  credit  agreement
        ("Agreement"). The Agreement provides for a revolving line of credit and
        a term loan. At December 31, 1995 and 1994, the revolving line of credit
        was  partially  drawn and the term loan was  fully  drawn.  ICNP and its
        subsidiaries, including the Companies, have pledged substantially all of
        their  assets  to  secure  this  indebtedness.  The  Agreement  contains
        numerous restrictive  covenants.  ICNP was in compliance with these loan
        covenants at December 31, 1995.  During 1995, ICNP received  waivers for
        December  31, 1994  covenant  non  compliance  and the  acquisition  and
        disposition of certain assets during the current year. The Agreement was
        amended  to provide  for  ICNP's  expected  financial  performance.  The
        ability of ICNP to comply with such provisions in the future will depend
        on its performance,  which is subject to prevailing economic,  financial
        and industry  conditions  and other factors beyond ICNP's  control.  The
        Agreement  contains  provisions  allowing the lender to accelerate  debt
        repayment  upon the  occurrence  of an event the  lender  determines  to
        represent a material adverse change.  ICNP's management believes that no
        such material  adverse change has occurred and no such event is probable
        within the foreseeable future. No prepayment  requirements existed as of
        December 31, 1995.

        In  connection  with the swap of Cell Plus' Iowa  cellular  licenses and
        assets  during  1995  (See  Note 8),  debt  obligations  under the prior
        financing  agreement between  Motorola,  Inc. and Iowa City were paid in
        full.

Note 7. Income Taxes

        The tax effect of CCTS' and ICN's temporary  differences  that give rise
        to  significant  portions of the  deferred  tax assets and  deferred tax
        liabilities are as follows at December 31 (in thousands):

                                                  1995        1994       1993
                                                -------     -------    --------
        Deferred tax assets:
        Depreciation and amortization          $ 3,805     $   304     $    -
        Other                                      396         139        135
        Net operating loss carryforwards        27,566      19,447     11,884
                                               -------     -------    --------
        Gross deferred tax assets               31,767      19,890     12,019
        Valuation allowance                    (29,258)    (19,124)   (10,585)
                                               -------     -------    -------
        Deferred tax assets                      2,509         766      1,434
                                               -------     -------    -------
        Deferred tax liabilities:

        Depreciation and amortization                -           -      1,434
        Partnership basis difference             2,491         754          -
        Other                                       18          12          -
                                               -------     -------    -------
        Deferred tax liabilities                 2,509         766      1,434
                                               -------     -------    -------
        Net deferred income tax                $   -0-     $   -0-    $   -0-
                                               =======     =======    =======

                                       18
Note 7.  Income Taxes, continued

         Due to ICN's and CCTS'  history of  operating  losses,  both  companies
         provide a valuation allowance against the total net deferred tax asset.
         The net change in the total  valuation  allowance  for the years  ended
         December  31,  1995  and  1994  were  increases  of   $10,134,000   and
         $8,539,000, respectively.

         At December 31, 1995,  CCTS has net operating  loss  carryforwards  for
         financial   reporting   and  income  tax   purposes  of   approximately
         $13,146,000 and $19,947,000,  respectively.  These  carryforwards  will
         begin expiring in 2009. ICN has net operating  loss  carryforwards  for
         financial   reporting   and  income  tax   purposes  of   approximately
         $45,060,000 and $47,969,000,  respectively.  These  carryforwards  will
         begin expiring in 2004.

Note 8. Cellular Asset Exchange

        Pursuant to an agreement  dated July 21, 1995,  Cell Plus  exchanged the
        licenses and assets of its Iowa City MSA and Iowa RSA cellular telephone
        operations  for  the  licenses  and  assets  of  the   Williamsport  and
        Pennsylvania  RSA No. 8  markets.  The  effect  of the  exchange  was to
        increase Cell Plus' contiguous cellular markets in central Pennsylvania.
        The exchange was accounted for as a non monetary transaction. No gain or
        loss was  recognized on the exchange,  however,  in connection  with the
        exchange,  the unamortized  balance of the non compete agreement related
        to these Iowa markets (approximately $4,900,000) was fully amortized.

Note 9. Related Party Transactions

        ICN provides office facilities and management  services to Ohio Cell and
        Cell  Plus  and  certain  other  affiliates.  ICN  charges  fees  to the
        affiliates for these  services.  Fees received by ICN for these services
        were approximately  $4,520,000,  $1,862,000 and $1,023,000 for the years
        ended December 31, 1995, 1994, and 1993, respectively.

        ICN  purchases  inventory,  supplies  and  services,  including  billing
        services,  on behalf of these  affiliates.  The cost of these  items and
        services are passed on to the  affiliates at cost.  ICN maintains a lock
        box which is used to collect  customer  payments for  cellular  services
        provided  by  the  affiliates.  The  net  of  the  affiliates'  accounts
        receivable  collections  and  the  costs  of  inventory,   supplies  and
        services,  including management  services,  is periodically settled with
        ICN.  Unsettled  amounts with  affiliates  other than Ohio Cell and Cell
        Plus,  are reflected as due from or to  affiliates  in the  accompanying
        combined balance sheets.  The unsettled balances bear interest at ICNP's
        cost of funds rate, 8.913% at December 31, 1995.

        The Companies  invest excess cash with ICNP to maximize their investment
        return.  The  advances,  which  totaled  approximately  $23  million  at
        December  31,  1995,  are  included  as  due  from   affiliates  in  the
        accompanying  combined balance sheets. These advances also bear interest
        at ICNP's cost of funds rate.

        ICN leases  office space from a  corporation  owned by ICN's  president.
        Total rent expense under this lease was approximately $122,000, $108,000
        and  $101,000  for the years ended  December  31,  1995,  1994 and 1993,
        respectively.

                                       19
Note 9. Related Party Transactions, continued

        An affiliate of ICN  provides  management  services to ICN. The fees for
        these services was approximately $146,000,  $96,000 and $134,000 for the
        years ended December 31, 1995, 1994 and 1993, respectively.

        In connection with the guarantee of ICN's bank revolving credit,  during
        the year  ended  December  31,  1993,  HCNI  charged  a fee of 2% of the
        outstanding  balance.  The fee  amounted to $976,000  and is included in
        interest expense in the accompanying combined statement of operations.

Note 10.Derivatives

        ICN has two interest rate swap agreements with financial institutions in
        effect at December 31, 1995, as follows:

        Notional Principal Amount           $30,000,000        $35,000,000
        Fixed Rate                                5.35%             5.605%
        Date of Maturity                    August 1998         March 1997
        Fair Market Value of Swap               $59,000           $142,000

        ICN receives a variable  rate of interest  under these  agreements.  The
        rate in effect at December 31, 1995 under these  agreements  was 5.6875%
        and 5.8125%, respectively.

        Net  payments  or  receipts  under  these  agreements  are  recorded  as
        adjustments  to interest  expense.  The fair value of the interest  rate
        swaps is based on the estimated termination value at December 31, 1995.

Note 11.Shareholders' and Partners' Equity (Deficit)

        ICN's preferred stock, which is held by a related company of ICNP, has a
        cumulative  stated  value of $14,900  per share,  is  nonvoting,  and is
        entitled to  cumulative  annual  dividends  equal to 8% of stated value,
        compounded semi-annually. The preferred stock shareholder is entitled to
        a  preference  upon  liquidation  equal  to the  stated  value  plus any
        cumulative  unpaid  dividends and is entitled to payment of any dividend
        arrearage  prior to any  redemption  of or payment of dividends on ICN's
        common stock.  Cumulative  unpaid and  undeclared  dividends  aggregated
        $14,323,000 and $12,119,000 at December 31, 1995 and 1994, respectively.

        The Ohio Cell and Cell Plus partnership agreements provide that ICNP and
        certain related companies are entitled to cumulative  "priority returns"
        on their total  unreturned  capital,  to be paid prior to any other cash
        distributions to the respective partners. The rate of return is adjusted
        to equal ICNP's current available  borrowing rate compounded  quarterly,
        8.913% at December 31, 1995. At December 31, 1995,  Ohio Cell's and Cell
        Plus' unpaid and unaccrued priority returns were approximately  $943,000
        and  $2,587,000,   respectively,   and  total  unreturned   capital  was
        $2,600,000 and $20,000,000, respectively.

        Certain partners of Cell Plus and Ohio Cell and shareholders of ICN have
        the option to require ICNP to purchase their  respective  interests at a
        price  determined  in  accordance  with the  respective  partnership  or
        shareholder  agreements.  The option can be exercised  upon the death or
        disability  of the partner or  shareholder  or after August 31, 2004 and
        upon repayment of all indebtedness of ICNP and its affiliates as defined
        in the agreements.

                                       20
Note 11.Shareholders' and Partners' Equity (Deficit), continued

        The  Ohio  Cell  and  Cell  Plus  partnership  agreements  provide  that
        additional capital  contributions may be contributed by the partners, as
        needed, in proportion to each partner's percentage interest. Net profits
        and losses are  allocated to the  partners  pursuant to the terms of the
        partnership agreements.

        Pursuant  to  an  agreement  dated  March  3,  1995,  ICNP  acquired  an
        additional 1% limited partnership interest in Ohio Cell and 10 shares of
        ICN common stock from a former officer of a related company.

Note 12.Employee Savings Plan

        The  Companies  have a Retirement  Savings/401(k)  Plan  ("Plan")  which
        covers  all  employees.   Under  the  Plan,  employees  are  allowed  to
        contribute up to 15% of their eligible compensation.  The Companies will
        then  contribute  $1.00 for each of the first  $250  contributed  to the
        Plan, and $.25 for each $1.00  contributed  above $250 up to the maximum
        Companies'  contribution.  The Companies'  maximum  contribution  is the
        greater  of $250 or 1.5% of  eligible  compensation,  as  defined in the
        Plan.  The  contributions  to the Plan for the years ended  December 31,
        1995,  1994 and 1993 were  approximately  $49,000,  $28,000 and $21,000,
        respectively.

Note 13.Contingencies and Commitments

        Operating Leases

        The  Companies  lease  office and retail  store space and land for tower
        sites. All such leases are accounted for as operating  leases.  Although
        the terms vary, the leases typically provide for initial terms of one to
        five  years,  with  annual  rent  adjustments  based  on  cost-of-living
        increases  and one or  more  renewal  options.  The  approximate  future
        minimum lease payments  required  under leases with  remaining  terms in
        excess of one year,  by year for the  subsequent  five  years and in the
        aggregate, are as follows at December 31, 1995 (in thousands):

                        1996                     $  1,017
                        1997                          869
                        1998                          661
                        1999                          420
                        2000                          354
                        Thereafter                  1,066
                                                 --------
                          Total                  $  4,387
                                                 ========

        Total  rent  expense  recorded  by the  Companies  for the  years  ended
        December 31, 1995, 1994 and 1993 was approximately $1,025,000,  $980,000
        and $474,000, respectively.

        Purchase Commitments

        At  December  31,  1995  the  Companies  had   commitments   to  acquire
        approximately $5,000,000 of cellular telephone systems equipment.  These
        commitments are expected to be funded from operating cash flow.

                                       21
Note 13.Contingencies and Commitments, continued

        Litigation

        The Companies are involved in certain claims and lawsuits arising in the
        normal course of business.  In the opinion of  management,  the ultimate
        resolution of these matters will not have a material  adverse  effect on
        the financial position or results of operations of the Companies.

        Insurance Risk

        The  Companies  retain the risk to a maximum of $500,000 per  occurrence
        for worker's  compensation,  commercial  general  liability and business
        automobile  liability  losses.   Catastrophic   liability  insurance  is
        purchased  in  excess  of  the  subsidiaries'   self-retention  maximum.
        Provision for the Companies' claims under the self-retention  program is
        recorded  based upon an estimate of the  aggregate  liability for claims
        incurred. An affiliate of the Companies administers the program.

Note 14.Subsequent Event

        The  Companies  entered into an Exchange and Merger  Agreement  with 360
        Communications Company dated May 31, 1996 for the sale of all the assets
        and rights  related to the  Companies'  cellular  telephone  systems and
        related  business  in all their  collective  markets.  The  transaction,
        valued at  approximately  $514  million,  is  expected to close prior to
        December 31, 1996.

                                       22
Independent Cellular Network, Inc. and Affiliates

                             Combined Balance Sheets
                              (Thousands of Dollars)

                                                     June 30,        December 31,
                                                       1996              1995
                                                    ----------        ------------
                                                    (Unaudited)

                        ASSETS
                        ------
CURRENT ASSETS
   Cash and cash equivalents                        $    4,249        $      2,370
   Accounts receivable, less allowance
       of $644 and $683                                 11,755               9,796
   Due from affiliates                                  40,316              29,903
   Cellular telephone inventory                          2,272               2,665
   Other                                                   140                 365
                                                    ----------        ------------
         Total current assets                           58,732              45,099
                                                    ----------        ------------
   Property and equipment                               87,841              86,973
   Less: Accumulated depreciation                      (42,793)            (38,079)
                                                     ----------        ------------
   Property and equipment, net                          45,048              48,894
                                                     ----------        ------------
   Licenses, net of accumulated amortization
       of $45,946 and $39,140                          134,779             141,586
   Non compete agreements, net of accumulated
       amortization of $18,694 and $15,991               6,306               9,009
   Deferred costs, net of accumulated
       amortization of $223 and $154                     1,018                 985
   Investment in unconsolidated
      cellular partnerships                              1,926               1,834
                                                    ----------        ------------
         Total other assets                            144,029             153,414
                                                    ----------        ------------
         Total assets                               $  247,809        $    247,407
                                                    ==========        ============

                  LIABILITIES AND SHAREHOLDERS' AND
                 ---------------------------------
                      PARTNERS' EQUITY (DEFICIT)
                      --------------------------

CURRENT LIABILITIES
   Accounts payable                               $    5,516        $      7,554
   Accrued expenses                                   10,313               9,803
   Due to affiliates                                   1,157                 882
   Customer deposits                                     480                 384
                                                  ----------        ------------
         Total current liabilities                    17,466              18,623
                                                  ----------        ------------
LONG TERM DEBT                                       325,466             311,131
                                                  ----------        ------------
MINORITY INTEREST                                      6,484               5,684
                                                  ----------        ------------
SHAREHOLDERS' AND PARTNERS' EQUITY (DEFICIT)
   Common stock, no par value; 2,000 shares author-
       ized; 1,000 shares issued and outstanding         100                 100
   Preferred stock, no par value; 2,000 shares
       authorized; 1,000 shares issued and
       outstanding                                    14,900              14,900
   Accumulated deficit                               (70,434)            (69,147)
   Partners' equity (deficit)                        (46,173)            (33,884)
                                                   ----------        ------------
         Total shareholders' and partners'
           equity (deficit)                         (101,607)            (88,031)
                                                   ----------        ------------
         Total liabilities and shareholders'
           and partners' equity (deficit)         $  247,809       $     247,407
                                                  ==========       =============

The accompanying Notes to Combined Financial  Statements are an integral part of
these balance sheets.
23
Independent Cellular Network, Inc. and Affiliates

                        Combined Statements of Operations
                             (Thousands of Dollars)
                                  (Unaudited)

                                                    Six Months Ended June 30,
                                                    -------------------------
                                                       1996           1995
                                                    ----------     ----------
OPERATING REVENUES

   Cellular service revenues                        $   31,977     $   28,667
   Equipment sales                                       2,116          1,771
                                                    ----------    -----------
       Total operating revenues                         34,093         30,438
                                                    ----------     ----------
 OPERATING EXPENSES

   Cost of service                                       4,035          4,935
   Cost of equipment sales                               4,794          3,589
   Other operations expenses                             1,487          1,444
   Selling, general, administrative
       and other expenses                                9,441          9,006
   Depreciation and amortization                        14,297         16,260
                                                    ----------     ----------
         Total operating expenses                       34,054         35,234
                                                    ----------     ----------

 Operating Income (Loss)                                    39         (4,796)
   Interest income                                       1,402            401
   Interest expense                                    (14,424)       (13,658)
   Equity in net income of uncon-
       solidated cellular partnerships                     207            148
   Minority interest in net income
       of consolidated entities                           (800)          (499)
                                                     ----------     ----------
 Loss before income taxes                              (13,576)       (18,404)

 Income tax expense                                          -              -
                                                     ----------     ----------
         NET LOSS                                   $  (13,576)    $  (18,404)
                                                     ==========     ==========

 The accompanying Notes to Combined Financial Statements are an integral part of
 these statements.
24
Independent Cellular Network, Inc. and Affiliates

                          Combined Statements of Cash Flows
                                (Thousands of Dollars)
                                     (Unaudited)

                                                 Six Months Ended June 30,
                                                  -------------------------
                                                     1996           1995
                                                  ----------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                         $  (13,576)    $  (18,404)
 Adjustments to reconcile net loss to
  net cash provided by operating activities:
    Depreciation and amortization                     14,297         16,260
    Interest capitalized as long term debt             7,249          5,818
    Minority interest, net                               800            499
    Equity in net income of unconsolidated
      cellular partnerships, net                        (266)          (148)
 Changes in assets and liabilities:
    Accounts receivable and due from
        affiliates                                   (12,372)       (12,268)
    Cellular telephone inventory                         393            (41)
    Other current assets                                 225           (161)
    Accounts payable and due to affiliates            (1,587)         1,037
    Accrued expenses                                   7,597          9,276
    Customer deposits                                     96             62
                                                  ----------     ----------
    Net cash provided by
        operating activities                           2,856          1,930
                                                  ----------     ----------
 CASH FLOWS FROM INVESTING ACTIVITIES

 Acquisition of property and equipment, net             (875)        (1,997)
 Other                                                  (102)             -
                                                  ----------     ----------
    Net cash used by investing activities               (977)        (1,997)
                                                  ----------     ----------
 CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from debt                                        -          1,000
 Payments of debt                                          -         (1,369)
                                                  ----------     ----------
    Net cash used by
        financing activities                               -           (369)
                                                  ----------     ----------
 NET INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS                               1,879           (436)

 CASH AND CASH EQUIVALENTS,
    beginning of period                                2,370          1,878
                                                  ----------     ----------
 CASH AND CASH EQUIVALENTS,
    end of period                                 $    4,249     $    1,442
                                                  ==========     ==========
 SUPPLEMENTAL DISCLOSURES OF CASH
    FLOW INFORMATION

 Cash paid during the period for interest         $      195     $      645
                                                  ==========     ==========
 Prior year accrued interest capitalized
   as long-term debt                              $    7,087     $    9,912
                                                  ==========     ==========

 The accompanying Notes to Combined Financial Statements are an integral part of
 these statements.
25
Independent Cellular Network, Inc. and Affiliates

        Notes to Unaudited Combined Financial Statements

Note 1.      Basis of Combination and Presentation

             Independent  Cellular  Network,  Inc.,  Ohio  Cellular RSA L.P. and
             Cellular Plus L.P.  ("the  Companies"),  affiliated  through common
             ownership,  provide wireless voice telecommunications services. The
             Companies  operate as general and  limited  partners  and  majority
             owners  of  cellular  systems  in  various  metropolitan  and rural
             service areas in Kentucky, Ohio, Pennsylvania and West Virginia.

             The accompanying  unaudited combined  financial  statements include
             the accounts of the Companies and their  wholly-owned  and majority
             owned  subsidiaries.  All  significant  intercompany  accounts  and
             transactions have been eliminated.

             The unaudited combined  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  Companies'  opinion,  the unaudited  combined
             financial  statements include all adjustments  necessary to present
             fairly the  financial  position and results of  operations  for the
             interim  periods  presented.  All such  adjustments are of a normal
             recurring  nature.  These  financial  statements  should be read in
             conjunction with the combined financial  statements,  including the
             notes thereto, for the fiscal year ended December 31, 1995.

Note 2.      Sale of Assets

             The  Companies  have entered into an Exchange and Merger  Agreement
             dated May 31, 1996 with 360 Communications  Company for the sale of
             all  the  assets  and  rights  related  to the  Companies  cellular
             telephone  systems  and related  business  in all their  collective
             markets. The transaction,  valued at approximately $514 million, is
             expected to close prior to December 31, 1996.

                                       26
360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

        Pro Forma Condensed Combined Financial Statements Introduction

     The following  unaudited pro forma condensed combined financial  statements
have been  prepared from the  historical  consolidated  financial  statements of
360   Communications  Company and Subsidiaries  (the "Company").  The ICN
Acquisition  column in the  following  unaudited  pro forma  condensed  combined
financial  statements reflects the historical  combined financial  statements of
Independent  Cellular Network,  Inc. and Affiliates (the "Acquired  Companies"),
the combined  entities which represent the operations  acquired from Independent
Cellular Network Partners and certain of its affiliates (collectively, "ICNP").

     The unaudited pro forma condensed combined  financial  statements have been
adjusted to reflect the ICN Acquisition  under the terms described  herein under
Item 2.  The ICN  Acquisition,  with a  purchase  price  of  approximately  $514
million, will be accounted for as a purchase.

     The unaudited pro forma condensed combined financial statements assume that
the ICN  Acquisition  occurred as of January 1, 1995 for the unaudited pro forma
condensed  combined  statements  of  operations  and as of June 30, 1996 for the
unaudited pro forma condensed combined balance sheet.

     In the opinion of management,  all adjustments  necessary to present fairly
the unaudited pro forma condensed combined financial statements have been made.

     The unaudited pro forma condensed combined  financial  statements should be
read  in  conjunction  with  the  Company's  historical  consolidated  financial
statements including the notes thereto, set forth in the Company's Annual Report
on Form  10-K for the  fiscal  year  ended  December  31,  1995;  the  Company's
historical  consolidated  financial  statements including the notes thereto, set
forth in the Company's  Quarterly  Report on Form 10-Q for the quarterly  period
ended June 30, 1996;  and  Independent  Cellular  Network,  Inc. and  Affiliates
historical  combined  financial  statements and notes thereto included elsewhere
herein. The unaudited pro forma condensed combined financial  statements are not
necessarily  indicative of the financial  position or results of operations  had
the ICN  Acquisition  occurred  on the  indicated  dates nor do they  purport to
indicate the results of future operations of the Company.

                                       27
360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                                        PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

                                                For the Year Ended December 31, 1995
                                                             Unaudited
                                           (Thousands of Dollars, except per share amounts)

                                                       360                                                        360
                                                  Communications                            Pro Forma        Communications
                                                    Company as              ICN            Acquisition           Company
                                                     Reported           Acquisition        Adjustments          Pro Forma
                                                  ----------------    ----------------   ----------------    ----------------
Operating Revenues
Cellular Service Revenues                         $       789,459     $        58,444    $        (1,268)(a) $       846,635
Equipment Sales                                            44,956               3,671                                 48,627
                                                  ----------------    ----------------     --------------    ----------------
     Total Operating Revenues                             834,415              62,115             (1,268)            895,262
                                                  ----------------    ----------------     --------------    ----------------

Operating Expenses
Cost of Service                                            68,223               8,064                                 76,287
Cost of Equipment Sales                                   109,441               8,437                                117,878
Other Operations Expense                                   40,591               3,007                                 43,598
Sales, Marketing and Advertising Expenses                 141,505               6,485                                147,990
General, Administrative and Other Expenses                214,536              11,413             (3,989)(b)         221,960
Depreciation and Amortization                             114,731              36,020             (9,880)(c)
                                                                                                   7,598 (d)
                                                                                                    (993)(e)         147,476
                                                  ----------------    ----------------   ----------------    ----------------
     Total Operating Expenses                             689,027              73,426             (7,264)            755,189

Operating Income (Loss)                                   145,388             (11,311)             5,996             140,073
Interest Expense, net                                    (127,240)            (27,760)               940 (f)        (154,060)
Minority Interests in Net Income
   of Consolidated Entities                               (34,269)             (1,363)                               (35,632)
Equity in Net Income of
   Unconsolidated Entities                                 40,016                 248                                 40,264
Other Income (Expense), net                                  (185)              1,400             (1,400)(g)            (185)
                                                  ----------------    ----------------   ----------------    ----------------
Income (Loss) Before Income Taxes                          23,710             (38,786)             5,536              (9,540)
Income Tax Expense                                         25,405                                 (9,622)(h)          15,783
                                                  ----------------    ----------------   ----------------    ----------------
     Net Income (Loss)                            $        (1,695)    $       (38,786)   $        15,158     $       (25,323)
                                                  ================    ================   ================    ================

Net Loss per Share (in Dollars)                                                                              $         (0.21) (p)
                                                                                                             ================

Weighted Average Shares
   Outstanding, in thousands                                                                                         123,206
                                                                                                             ================

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.
28
360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                                        PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

                                                For the Six Months Ended June 30, 1996
                                                                 Unaudited
                                           (Thousands of Dollars, except per share amounts)

                                                  360                                                         360
                                             Communications                             Pro Forma        Communications
                                               Company as              ICN             Acquisition          Company
                                                Reported           Acquisition         Adjustments         Pro Forma
                                             ----------------    ----------------    ----------------   -----------------
Operating Revenues
Cellular Service Revenues                    $       494,314     $        31,977     $        (1,474)(a)$        524,817
Equipment Sales                                       19,554               2,116                                  21,670
                                             ----------------    ----------------      --------------   -----------------
     Total Operating Revenues                        513,868              34,093              (1,474)            546,487
                                             ----------------    ----------------      --------------   -----------------

Operating Expenses
Cost of Service                                       44,344               4,035                                  48,379
Cost of Equipment Sales                               45,964               4,794                                  50,758
Other Operations Expense                              24,326               1,487                                  25,813
Sales, Marketing and Advertising Expenses             94,619               3,491                                  98,110
General, Administrative and Other Expenses           122,257               5,950              (1,928)(b)         126,279
Depreciation and Amortization                         68,154              14,297              (5,036)(c)
                                                                                               3,799 (d)
                                                                                                (496)(e)          80,718
                                             ----------------    ----------------    ----------------   -----------------
     Total Operating Expenses                        399,664              34,054              (3,661)            430,057

Operating Income                                     114,204                  39               2,187             116,430
Interest Expense, net                                (54,102)            (14,424)              1,014 (f)         (67,512)
Minority Interests in Net Income
   of Consolidated Entities                          (24,325)               (800)                                (25,125)
Equity in Net Income of
   Unconsolidated Entities                            24,020                 207                                  24,227
Other Income (Expense), net                              322               1,402              (1,402)(g)             322
                                             ----------------    ----------------    ----------------   -----------------
Income (Loss) Before Income Taxes                     60,119             (13,576)              1,799              48,342
Income Tax Expense                                    28,855                                  (3,020)(h)          25,835
                                             ----------------    ----------------    ----------------   -----------------
     Net Income (Loss)                       $        31,264     $       (13,576)    $         4,819    $         22,507
                                             ================    ================    ================   =================

Net Income per Share (in Dollars)                                                                       $           0.18  (p)
                                                                                                        =================

Weighted Average Shares
   Outstanding, in thousands                                                                                     123,548
                                                                                                        =================

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.
29
360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                                            PRO FORMA CONDENSED COMBINED BALANCE SHEET

                                                            June 30, 1996
                                                              Unaudited
                                                         (Thousands of Dollars)

                                                  360                                                       360
                                             Communications                            Pro Forma        Communications
                                               Company as             ICN             Acquisition           Company
                                                Reported          Acquisition         Adjustments          Pro Forma
                                             ----------------   -----------------   ----------------    ----------------
Assets
Total Current Assets                         $       202,780    $         58,732    $       (43,210)(i) $       218,302
Property, Plant and Equipment, net                   950,789              45,048             (6,942)(j)         988,895
Investments in Unconsolidated Entities               333,851               1,926                                335,777
Intangibles, net                                     709,363             141,085            303,941 (k)       1,154,389
Other Assets                                          20,210               1,018             (1,018)(i)
                                                                                             30,844 (l)          51,054
                                             ----------------   -----------------   ----------------    ----------------
    Total Assets                             $     2,216,993    $        247,809    $       283,615     $     2,748,417
                                             ================   =================   ================    ================

Liabilities and Shareowners'
   and Partners' Equity
Total Current Liabilities                    $       261,456    $         17,466    $        (5,796)(i) $       273,126
Long-Term Debt                                     1,387,662             325,466           (325,466)(m)
                                                                                            363,747 (m)       1,751,409
Deferred Credits and Other Liabilities               109,612                                                    109,612
                                             ----------------   -----------------   ----------------    ----------------
    Total Liabilities                              1,758,730             342,932             32,485           2,134,147

Minority Interests in Consolidated Entities          171,596               6,484               (790)(n)         177,290
Shareowners' and Partners'
   Equity (Deficit)
Common Stock                                           1,168                 100               (100)(o)
                                                                                                 65 (o)           1,233
Preferred Stock                                                           14,900            (14,900)(o)
Additional Paid-In Capital                           624,686                                150,248 (o)         774,934
Accumulated Deficit                                 (339,187)            (70,434)            70,434 (o)        (339,187)
Partners' Deficit                                                        (46,173)            46,173 (o)
                                             ----------------   -----------------   ----------------    ----------------
    Total Shareowners' and Partners'
        Equity (Deficit)                             286,667            (101,607)           251,920             436,980
                                             ----------------   -----------------   ----------------    ----------------
    Total Liabilities and Shareowners' and
        Partners' Equity (Deficit)           $     2,216,993    $        247,809    $       283,615     $     2,748,417
                                             ================   =================   ================    ================

   The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.
30
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

PRO FORMA STATEMENTS OF OPERATIONS

         (a) Cellular  Service  Revenues are adjusted to eliminate  intercompany
revenues and to reflect the reduced rates the Company  charges its customers for
roaming in markets within the Company's service area.

     (b) Certain expenses  associated with general and  administrative  services
are  duplicative in nature and are  eliminated  since the Company will not incur
these costs subsequent to the Acquisition.

     (c) This entry  adjusts  to 40 years the  amortization  period for  certain
acquired  identifiable  intangible  assets to conform with the Company's current
accounting policies for amortization of such assets.

     (d) This  adjustment  reflects  amortization  of the excess of the purchase
price over the fair value of net assets acquired.

     (e) Depreciation  expense for the Acquired Companies'  property,  plant and
equipment has been adjusted to reflect the Company's current accounting policies
for  depreciable  lives.  This  adjustment  also  accounts  for  the  effect  on
depreciation  expense of property,  plant and equipment that will be replaced as
described in (j).

     (f) This entry reflects the net effect on interest  expense  resulting from
the debt transactions described in (m). An annual variable interest rate of 6.3%
and an annual  fixed rate of 9.5% was used for additional credit facility
borrowings and subordinated debt, respectively. A 1/8% difference in the annual
variable interest rate would have the effect of  changing  interest  expense by
$302,000 for the year ended December 31, 1995 and by $151,000 for the six
months ended June 30, 1996.

     (g) Interest income associated with the nonretained assets of the Acquired
         Companies is eliminated.

     (h) The  provision  for income taxes is adjusted to reflect the tax effects
of pro forma adjustments (a) through (g). In addition, pro forma adjustments are
recorded  to give effect to the tax  provision  associated  with the  historical
operating results of the Acquired Companies.

PRO FORMA BALANCE SHEET

     (i) These entries adjust assets and liabilities to reflect net balances
         acquired.

     (j)  To  achieve  cellular  system   compatibility  and  standard  customer
functionality  it will be  necessary  for the  Company to replace  the cell site
equipment and switches of the Acquired Companies. This adjustment represents the
write down of property,  plant and equipment that will be replaced to realizable
value.

                                       31
(k) This entry adjusts intangibles for the excess of the estimated purchase
price over net assets  acquired.  The aggregate  purchase price is approximately
$514 million.  Presented below is a preliminary allocation of the purchase price
as if the ICN Acquisition occurred on June 30, 1996 (in thousands of dollars).

       Tangible Assets Acquired             $        86,398
       Intangible Assets Acquired                   141,085
       Liabilities Assumed                          (11,670)
       Ownership Percentage Adjustment -
          Minority Interests                         (5,694)
                                                    -------       
       Net Assets Acquired                          210,119
       Estimated Purchase Price                     514,060
                                                    -------
       Intangibles                          $       303,941
                                                    =======

     (l) This  entry  reflects  the  recording  of  deferred  income  tax assets
acquired by the Company in the ICN  Acquisition.  The deferred income tax assets
were primarily  generated by the operating losses of the Acquired  Companies and
represent  future tax benefits to the extent that  realization  of such benefits
are more likely than not. The balance recorded includes a valuation  allowance 
in the amount of $5,120,000 established  for the portion of deferred income tax
assets not expected to be realized.

     (m) Under the terms of the transaction,  the Company issued $122 million in
aggregate  principal amount of subordinated  non-negotiable  promissory notes to
ICNP.  These notes initially bear interest at 9.5%, which may be reduced to 9.0%
upon the occurrence of certain specified  events,  payable  semiannually.  Fifty
percent of the  interest  payments  will be  capitalized  and become part of the
outstanding principal balance. In addition,  the Company assumed $240 million of
Independent Cellular Network Partners' senior debt. On the acquisition date, the
Company  refinanced  the senior debt and funded the remaining  purchase price by
borrowing under its existing  revolving bank credit  facility.  Prior to the ICN
Acquisition,  the  Company's  revolving  bank  credit  facility  was amended and
restated  to permit,  among  other  thing,  the  acquisition  and  increase  its
borrowing capacity from $800 million to $1.0 billion.  This entry eliminates the
long-term debt of the Acquired  Companies and replaces it with the  subordinated
debt and additional credit facility borrowings.

     (n) This entry  reflects the minority  partners pro rata share of the write
down of certain property, plant and equipment as described in (j).

     (o)  Reflects  the issuance of  6,500,000  shares of the  Company's  Common
Stock,  $0.01 par value,  ("Company Common Stock") issued in connection with the
ICN Acquisition and eliminates the capital accounts of the Acquired Companies.

EARNINGS PER SHARE

     (p) Net Loss per Share for the year ended  December 31, 1995 was calculated
based upon the number of Sprint Corporation weighted average shares outstanding,
adjusted assuming a conversion ratio of 1 to 3 and as if the 6,500,000 shares of
Company  Common Stock issued in  connection  with the ICN  Acquisition  had been
outstanding since the beginning of the period.  Net Income per Share for the six
months  ended  June  30,  1996  was  computed  using  weighted   average  shares
outstanding,  including common stock equivalents, and as if the 6,500,000 shares
of Company Common Stock issued in connection  with the ICN  Acquisition had been
outstanding since the beginning of the period.

                                       32
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

                                /s/ Gary L. Burge
                     By:____________________________________
                                  Gary L. Burge
                                  Senior Vice President - Finance

Date: November 7, 1996

                                       33
EXHIBIT INDEX

Exhibit
   No.                              Description of Exhibits

     2.2     Exchange   and  Merger   Agreement   (the   "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, to the Exchange and Merger Agreement.

     4.4     Form of 360 Communications Company's Subordinated Non-Negotiable
             Promissory Note (included in Exhibit 2.2).

     23      Consent of Arthur Andersen LLP.

     99      Press Release issued by 360 Communications Company on
             November 4, 1996.

                                       34