SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                               -------------------


                                    FORM 8-K

                                 CURRENT REPORT

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





                                 March 16, 1998
--------------------------------------------------------------------------------
                Date of Report (Date of earliest event reported)

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





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




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

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




<PAGE>



Item 5.  Other Events.

         On March 16, 1998, 360 Communications  Company, a Delaware  corporation
(the  "Company"),  entered  into an  Agreement  and Plan of Merger (the  "Merger
Agreement") with ALLTEL  Corporation,  a Delaware  corporation  ("ALLTEL"),  and
Pinnacle Merger Sub, Inc., a Delaware  corporation and a wholly owned subsidiary
of ALLTEL ("Merger Sub"),  pursuant to which Merger Sub will merge with and into
the Company  (the  "Merger").  As a result of the Merger,  (a) each  outstanding
share of the Company's common stock, $0.01 par value (other than shares owned by
ALLTEL or Merger Sub or held by the Company),  will be converted  into the right
to receive .74 shares of the of the common stock,  par value $.01 per share,  of
ALLTEL and (b) the Company will become a wholly owned subsidiary of ALLTEL.

         Consummation of the Merger is subject to certain conditions,  including
the  approval  of the Merger by the  respective  shareowners  of the Company and
ALLTEL and the receipt of required regulatory approvals,  including the approval
of the Federal  Communications  Commission  and the expiration of the applicable
waiting period under the Hart-Scott-Rodino  Antitrust  Improvements Act of 1976,
as amended.  The Merger Agreement may be terminated under certain  circumstances
relating  to a third  party  offer to acquire  the  Company,  in which event the
Company  will be obligated  to pay to ALLTEL a  termination  fee of $100 million
(the "Termination Fee").

         Concurrently  with the execution of the Merger  Agreement,  the Company
and ALLTEL entered into a Stock Option Agreement (the "Stock Option  Agreement")
whereby the Company granted to ALLTEL an option (the "Option") to purchase up to
19.9% of the number of shares of the Company's  common  stock,  $0.01 par value,
issued  and  outstanding  immediately  prior to the  grant of the  Option  at an
exercise   price  of  $33.90  per  share   (subject  to  adjustment  in  certain
circumstances).  The  Option is  exercisable  by ALLTEL  only in the event  that
ALLTEL becomes  entitled to receive the Termination Fee.  Concurrently  with any
exercise of the Option, the Company has the option to repurchase from ALLTEL, at
a price of $35.90 per share, any shares issued upon the exercise of the Option.

         The foregoing descriptions of the Merger Agreement and the Stock Option
Agreement,  and the  transactions  contemplated  thereby,  do not  purport to be
complete  and are  qualified  in  their  entirety  by  reference  to the  Merger
Agreement  and the Stock  Option  Agreement,  copies of which  are  attached  as
exhibits  hereto.  A press release issued by the Company and ALLTEL on March 16,
1998  announcing  the  execution of the Merger  Agreement is also attached as an
exhibit hereto and is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

         (c)     Exhibits.

         2.1      Agreement  and Plan of Merger dated as of March 16, 1998 among
                  ALLTEL   Corporation,   Pinnacle  Merger  Sub,  Inc.  and  360
                  Communications  Company.  (To be filed by an amendment to this
                  report.)

         2.2      Stock  Option  Agreement  dated as of March 16,  1998  between
                  ALLTEL  Corporation  and 360  Communications  Company.  (To be
                  filed by an amendment to this report.)

         4.9      First Amendment to Rights Agreement dated as of March 16, 1998
                  to  Rights  Agreement  dated as of March 5, 1996  between  360
                  Communications  Company  and  The  Chase  Manhattan  Bank,  as
                  successor in interest to Chemical  Bank, as Rights Agent.  (To
                  be filed by an amendment to this report.)

         99.1     Press Release issued by 360 Communications  Company and ALLTEL
                  Corporation on March 16, 1998  announcing the execution of the
                  Agreement and Plan of Merger.

                                       -2-

<PAGE>



                                    SIGNATURE


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


                         360 COMMUNICATIONS COMPANY



                         By: /S/ Michael J. Small
                             Michael J. Small
                             Executive Vice President and
                             Chief Financial Officer



Date: March 16, 1998


                                       -3-

<PAGE>



                                  EXHIBIT INDEX




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

     2.1        Agreement  and Plan of Merger  dated as of March 15,  1998 among
                ALLTEL  Corporation,  Merger Sub,  Inc.  and 360  Communications
                Company. (To be filed by an amendment to this report.)

     2.2        Stock Option Agreement dated as of March 15, 1998 between ALLTEL
                Corporation and 360 Communications  Company.  (To be filed by an
                amendment to this report.)

     4.9        First  Amendment to Rights  Agreement dated as of March 16, 1998
                to  Rights  Agreement  dated  as of March 5,  1996  between  360
                Communications   Company  and  The  Chase   Manhattan  Bank,  as
                successor in interest to Chemical Bank, as Rights Agent.  (To be
                filed by an amendment to this report.)

     99.1       Press Release  issued by 360  Communications  Company and ALLTEL
                Corporation  on March 16, 1998  announcing  the execution of the
                Agreement and Plan of Merger.
[{"type": "8-K", "sequence": "1", "description": "NEWS RELEASE", "secsgml_size_bytes": 7255}]
{"company-data": {"conformed-name": "360 COMMUNICATIONS CO", "cik": "0001003959", "assigned-sic": "4813", "irs-number": "470649117", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14108", "film-number": "98566134"}, "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"}}
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                               -------------------

                                    FORM 8-K

                                 CURRENT REPORT

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

                                 March 16, 1998
--------------------------------------------------------------------------------
                Date of Report (Date of earliest event reported)

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

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

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

                                 (773) 399-2500
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)
Item 5.  Other Events.

         On March 16, 1998, 360 Communications  Company, a Delaware  corporation
(the  "Company"),  entered  into an  Agreement  and Plan of Merger (the  "Merger
Agreement") with ALLTEL  Corporation,  a Delaware  corporation  ("ALLTEL"),  and
Pinnacle Merger Sub, Inc., a Delaware  corporation and a wholly owned subsidiary
of ALLTEL ("Merger Sub"),  pursuant to which Merger Sub will merge with and into
the Company  (the  "Merger").  As a result of the Merger,  (a) each  outstanding
share of the Company's common stock, $0.01 par value (other than shares owned by
ALLTEL or Merger Sub or held by the Company),  will be converted  into the right
to receive .74 shares of the of the common stock,  par value $.01 per share,  of
ALLTEL and (b) the Company will become a wholly owned subsidiary of ALLTEL.

         Consummation of the Merger is subject to certain conditions,  including
the  approval  of the Merger by the  respective  shareowners  of the Company and
ALLTEL and the receipt of required regulatory approvals,  including the approval
of the Federal  Communications  Commission  and the expiration of the applicable
waiting period under the Hart-Scott-Rodino  Antitrust  Improvements Act of 1976,
as amended.  The Merger Agreement may be terminated under certain  circumstances
relating  to a third  party  offer to acquire  the  Company,  in which event the
Company  will be obligated  to pay to ALLTEL a  termination  fee of $100 million
(the "Termination Fee").

         Concurrently  with the execution of the Merger  Agreement,  the Company
and ALLTEL entered into a Stock Option Agreement (the "Stock Option  Agreement")
whereby the Company granted to ALLTEL an option (the "Option") to purchase up to
19.9% of the number of shares of the Company's  common  stock,  $0.01 par value,
issued  and  outstanding  immediately  prior to the  grant of the  Option  at an
exercise   price  of  $33.90  per  share   (subject  to  adjustment  in  certain
circumstances).  The  Option is  exercisable  by ALLTEL  only in the event  that
ALLTEL becomes  entitled to receive the Termination Fee.  Concurrently  with any
exercise of the Option, the Company has the option to repurchase from ALLTEL, at
a price of $35.90 per share, any shares issued upon the exercise of the Option.

         The foregoing descriptions of the Merger Agreement and the Stock Option
Agreement,  and the  transactions  contemplated  thereby,  do not  purport to be
complete  and are  qualified  in  their  entirety  by  reference  to the  Merger
Agreement  and the Stock  Option  Agreement,  copies of which  are  attached  as
exhibits  hereto.  A press release issued by the Company and ALLTEL on March 16,
1998  announcing  the  execution of the Merger  Agreement is also attached as an
exhibit hereto and is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

         (c)     Exhibits.

         2.1      Agreement  and Plan of Merger dated as of March 16, 1998 among
                  ALLTEL   Corporation,   Pinnacle  Merger  Sub,  Inc.  and  360
                  Communications  Company.  (To be filed by an amendment to this
                  report.)

         2.2      Stock  Option  Agreement  dated as of March 16,  1998  between
                  ALLTEL  Corporation  and 360  Communications  Company.  (To be
                  filed by an amendment to this report.)

         4.9      First Amendment to Rights Agreement dated as of March 16, 1998
                  to  Rights  Agreement  dated as of March 5, 1996  between  360
                  Communications  Company  and  The  Chase  Manhattan  Bank,  as
                  successor in interest to Chemical  Bank, as Rights Agent.  (To
                  be filed by an amendment to this report.)

         99.1     Press Release issued by 360 Communications  Company and ALLTEL
                  Corporation on March 16, 1998  announcing the execution of the
                  Agreement and Plan of Merger.

                                       -2-
SIGNATURE

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

                         360 COMMUNICATIONS COMPANY

                         By: /S/ Michael J. Small
                             Michael J. Small
                             Executive Vice President and
                             Chief Financial Officer

Date: March 16, 1998

                                       -3-
EXHIBIT INDEX

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

     2.1        Agreement  and Plan of Merger  dated as of March 15,  1998 among
                ALLTEL  Corporation,  Merger Sub,  Inc.  and 360  Communications
                Company. (To be filed by an amendment to this report.)

     2.2        Stock Option Agreement dated as of March 15, 1998 between ALLTEL
                Corporation and 360 Communications  Company.  (To be filed by an
                amendment to this report.)

     4.9        First  Amendment to Rights  Agreement dated as of March 16, 1998
                to  Rights  Agreement  dated  as of March 5,  1996  between  360
                Communications   Company  and  The  Chase   Manhattan  Bank,  as
                successor in interest to Chemical Bank, as Rights Agent.  (To be
                filed by an amendment to this report.)

     99.1       Press Release  issued by 360  Communications  Company and ALLTEL
                Corporation  on March 16, 1998  announcing  the execution of the
                Agreement and Plan of Merger.