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



                                July 16, 1997
        ----------------------------------------------------------------
                 Date of Report (Date of earlier event reported)




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



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



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




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




<PAGE>

Item 5. Other Events.


         On July 16, 1997, 360  Communications  Company (the "Company") issued a
press release  announcing the consolidated  operating results of the Company and
its  subsidiaries for the second quarter and first six months of 1997. A copy of
such press release is attached hereto as Exhibit 1.



Item  7.  Financial Statements and Exhibits.

         (c)  Exhibits.

       
         Exhibit 1: Press Release issued by 360  Communications  Company on July
16, 1997 announcing the  consolidated  operating  results of the Company and its
subsidiaries for the second quarter and first six months of 1997.

        
                                       -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/ Gary L. Burge
                                                 Gary L. Burge
                                                 Senior Vice President - Finance
                                                 (Principal Accounting Officer)



Date:  July 16, 1997




                                       -3-
<PAGE>

                                     




                                    EXHIBIT INDEX


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

   1           Press Release  issued by 360  Communications  Company on July 16,
               1997 announcing the consolidated operating results of the Company
               and its  subsidiaries for the second quarter and first six months
               of 1997.

 



                                       -4-

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



                                                           FOR IMMEDIATE RELEASE

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

ANALYSTS:
Linda Wait
(773) 399-2284


                    360 REPORTS RECORD REVENUES AND CASH FLOW
                 FOR SECOND QUARTER AND FIRST SIX MONTHS OF 1997

         (Chicago) July 16, 1997 --  Chicago-based  360  Communications  Company
(NYSE:XO)  today  reported  record  revenues and operating  cash flow as well as
strong net  income and  customer  growth  for the second  quarter  and first six
months of 1997.
         Total operating  revenues rose 24 percent in the second quarter of 1997
to a record $340.3 million, up from $274.2 million in the same period last year.
Service  revenues during the quarter were $328.8  million,  including $2 million
for residential long distance, up 25 percent from $263.6 million reported in the
second  quarter  of 1996.  For the first six  months  of 1997,  total  operating
revenues  were $647.1  million,  up 26 percent  from $513.9  million in the same
period of 1996.
         360 added  98,000 net  customers  during  the  second  quarter of 1997,
compared  with  107,000  during  the second  quarter of 1996.  For the first six
months of 1997,  360 added 223,000 net  customers,  compared with 202,000 in the
first six months of 1996. 360 closed the period with 2.4 million  customers,  up
36 percent from 1.75 million a year ago.


                                     -more-
<PAGE>



360 Reports Second Quarter, First Half Results
Page 2

         The company also reported its best-ever churn rate,  which measures the
percentage of customers who  discontinue  service.  360's average  monthly churn
rate was 1.69  percent for the second  quarter of 1997,  down from 1.77  percent
during the same period last year.
         "We're very  pleased with our strong,  balanced  results for the second
quarter," said Dennis E. Foster,  president and chief  executive  officer of 360
Communications.  "Demand  for  wireless  service  continues  to be  strong,  our
customer  growth is on target for the year, and our cellular fraud has gone back
down to  historically  low levels.  The measures we've taken to make it easy for
our customers to do business with us continue to produce healthy customer growth
rates  that are  better  than  the  industry  average.  We're  pleased  with the
performance  of 360's  direct sales  channels,  and we're proud of our low churn
rates, which indicate how well we are retaining our customers in an increasingly
competitive environment."
         For the second  quarter of 1997,  360 reported  operating  cash flow of
$122.7 million,  including a loss of $4.1 million for residential long distance,
compared with $102.9 million  reported in the second quarter of 1996.  Operating
cash flow as a percentage of service  revenues was 37.3 percent for the quarter,
compared  with 39.1  percent for the same  period  last year.  For the first six
months of 1997,  operating  cash flow was $210.9  million,  compared with $182.4
million during the same period in 1996.
         360 reported net income of $21.8  million,  or 18 cents per share,  for
the second quarter of 1997, down 10 percent from $24.3 million,  or 21 cents per
share,  for the second quarter of 1996. 360 reported net income of $31.3 million
for the first six months of 1997 and 1996.
         360's  second  quarter  net  income   primarily  was  affected  by  the
short-term  dilutive effect of the November 1996 acquisition of cellular markets
from Independent Cellular Network, as well as the company's previously announced
rate simplification changes.
         "We're positioning 360 for long term growth and success," Foster added.
"We expected the short-term  impact on earnings,  and we're on track to continue
delivering strong results."
         The company reported a market  penetration rate of 9.77 percent for the
second  quarter of 1997,  compared  with 8.36 percent for the second  quarter of
1996.  360's total market  penetration is among the highest in the industry.  At
June 30, 1997, 360 had more than 15 percent  penetration  in 12 markets,  two of
which exceeded 20 percent.


                                     -more-
<PAGE>



360 Reports Second Quarter, First Half Results
Page 3

         During the quarter, 360 completed its previously announced  transaction
with  BellSouth,  under  which 360  assumed  management  of the  Richmond,  Va.,
cellular operations.  In addition,  360 completed its transition of the cellular
properties it acquired from Independent Cellular Network,  including network and
customer care systems conversions.
         Under the company's share repurchase program, 360 purchased 1.2 million
shares during the second quarter at an average price of less than $16 per share.
         Chicago-based  360  Communications  provides  wireless  voice  and data
services to 2.4 million customers in more than 100 markets in Florida, Illinois,
Indiana, Iowa, Kentucky, Nevada, New Mexico, North Carolina, Ohio, Pennsylvania,
South Carolina,  Tennessee,  Texas, Virginia and West Virginia. The company also
offers residential long distance and paging services.  360 Communications' stock
is listed on the New York,  Chicago and Pacific stock exchanges under the symbol
XO.

                                       ###


To obtain  copies of the  company's  Form 10-K,  10-Qs,  or copies of  quarterly
earnings  and other  recent news  releases  issued by the  company,  please call
toll-free  1.888.360.INFO  (1.888.360.4636),  24 hours a day, seven days a week.
360 Communications' news releases are also available through PR Newswire and can
be  accessed by calling  (800)  578-7888,  #111849.  360's  Internet  address is
www.360.com. 

<PAGE>


                 360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

                    (In thousands, except per share amounts)
                                   (Unaudited)






                                    For the Three Months    For the Six Months
                                       Ended June 30,         Ended June 30,
                                   ---------------------- ----------------------
                                     1997       1996(2)      1997       1996(2)
                                   ---------- ----------  ----------  ----------
Operating Revenues
Service revenues                   $ 328,834  $ 263,560   $ 622,804   $ 494,314
Equipment sales                       11,428     10,613      24,304      19,554
                                   ---------- ----------  ----------  ----------
     Total operating revenues        340,262    274,173     647,108     513,868
                                   ---------- ----------  ----------  ----------

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

Operating Income                       75,860    67,781     118,573     114,204
Interest expense                      (32,843)  (24,274)    (64,033)    (54,102)
Minority interests in net income
   of consolidated entities           (16,208)  (13,861)    (25,917)    (24,325)
Equity in net income of
   unconsolidated entities             14,755    14,348      27,918      24,020
Other income (expense), net (1)           (27)     (137)      2,987         322
                                   ---------- ----------  ----------  ----------
Income before income taxes             41,537    43,857      59,528      60,119
Income tax expense                     19,730    19,573      28,276      28,855
                                   ---------- ----------  ----------  ----------
     Net income                    $  21,807  $  24,284   $  31,252   $  31,264
                                   ========== ==========  ==========  ==========

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

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


(1)    In January 1997, the Company recognized a gain of $3 million ($2 million,
       net of tax) in connection with the divestiture of its ownership interests
       in two of its unconsolidated entities.

(2)    Certain  1996  amounts   have  been   reclassified   to  conform  to  the
       presentation used in 1997.


 
<PAGE>


                   360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                           CONSOLIDATED OPERATING DATA
                                   (Unaudited)



                                                    For the Three Months Ended
                                                       and as of June 30,
                                                 -------------------------------
                                                     1997              1996
                                                 -------------     -------------

Consolidated
EBITDA (in thousands)                            $     122,693    $     102,938
EBITDA margin                                            37.31%           39.06%
Capital expenditures (in thousands)              $      66,247    $      87,166
Cellular
Controlled POPs                                     24,358,200       20,938,734
Controlled customers                                 2,379,188        1,750,329
Gross customer additions                               219,364          199,204
Net customer additions                                  98,250          107,320
Average customers                                    2,330,879        1,698,446
Churn                                                     1.69%            1.77%
Penetration                                               9.77%            8.36%
Service revenue per average customer per month   $       46.86    $       51.73
EBITDA margin                                            38.70%           39.06%
Cost to acquire a new customer                   $         303    $         313
Long Distance
Revenue (in thousands)                           $       2,040    $       -----
EBITDA (in thousands)                            $      (4,123)   $       -----


                                                     For the Six Months Ended
                                                        and as of June 30,
                                                 -------------------------------
                                                     1997               1996
                                                 -------------    --------------

Consolidated
EBITDA (in thousands)                            $     210,935    $     182,358
EBITDA margin                                            33.87%           36.89%
Capital expenditures (in thousands)              $      89,520    $     143,942
Cellular
Controlled POPs                                     24,358,200       20,938,734
Controlled customers (1)                             2,379,188        1,750,329
Gross customer additions (2)                           473,436          377,790
Net customer additions (2)                             222,776          201,925
Average customers                                    2,274,614        1,627,719
Churn                                                     1.78%            1.78%
Penetration                                               9.77%            8.36%
Service revenue per average customer per month   $       45.47    $       50.61
EBITDA margin                                            35.25%           36.89%
Cost to acquire a new customer                   $         297    $         320
Long Distance
Revenue (in thousands)                           $       3,558    $       -----
EBITDA (in thousands)                            $      (7,811)   $       -----


(1)    Controlled  Customers include 46,647 customers added through acquisitions
       which were completed in the first quarter of 1996.

(2)    The 1996 amounts exclude customer base acquired.

<PAGE>


                   360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)
                                   (Unaudited)



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

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

Investments in unconsolidated entities                 443,466          349,231
Intangibles, net                                     1,140,733        1,136,587
Other assets                                            16,798           13,982
                                                  -------------   --------------

    Total Assets                                  $  2,924,135    $   2,812,069
                                                  =============   ==============

         LIABILITIES AND SHAREOWNERS' EQUITY

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

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

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

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

Shareowners' Equity
Common stock                                             1,233            1,233
Additional paid-in capital                             754,748          772,199
Accumulated deficit                                   (279,680)        (310,932)
                                                  -------------   --------------
    Total shareowners' equity                          476,301          462,500
                                                  -------------   --------------
    Total liabilities and shareowners' equity     $  2,924,135    $   2,812,069
                                                  =============   ==============

<PAGE>


                   360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In thousands)
                                   (Unaudited)



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

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

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

Increase in Cash and Cash Equivalents                      5,554          9,584
Cash and Cash Equivalents at Beginning of Period           2,554         19,023
                                                      -----------   ------------
Cash and Cash Equivalents at End of Period            $    8,108    $    28,607
                                                      ===========   ============
[{"type": "8-K", "sequence": "1", "description": "NEWS RELEASE", "secsgml_size_bytes": 25031}]
{"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": "97641634"}, "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

                                July 16, 1997
        ----------------------------------------------------------------
                 Date of Report (Date of earlier event reported)

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

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

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

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

         On July 16, 1997, 360  Communications  Company (the "Company") issued a
press release  announcing the consolidated  operating results of the Company and
its  subsidiaries for the second quarter and first six months of 1997. A copy of
such press release is attached hereto as Exhibit 1.

Item  7.  Financial Statements and Exhibits.

         (c)  Exhibits.

       
         Exhibit 1: Press Release issued by 360  Communications  Company on July
16, 1997 announcing the  consolidated  operating  results of the Company and its
subsidiaries for the second quarter and first six months of 1997.

        
                                       -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/ Gary L. Burge
                                                 Gary L. Burge
                                                 Senior Vice President - Finance
                                                 (Principal Accounting Officer)

Date:  July 16, 1997

                                       -3-
EXHIBIT INDEX

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

   1           Press Release  issued by 360  Communications  Company on July 16,
               1997 announcing the consolidated operating results of the Company
               and its  subsidiaries for the second quarter and first six months
               of 1997.

 

                                       -4-
360     Communications....Corporate     Communications....8725     W.    Higgins
Road....Chicago, Illinois 60631....(773)399-2200

                                                           FOR IMMEDIATE RELEASE

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

ANALYSTS:
Linda Wait
(773) 399-2284

                    360 REPORTS RECORD REVENUES AND CASH FLOW
                 FOR SECOND QUARTER AND FIRST SIX MONTHS OF 1997

         (Chicago) July 16, 1997 --  Chicago-based  360  Communications  Company
(NYSE:XO)  today  reported  record  revenues and operating  cash flow as well as
strong net  income and  customer  growth  for the second  quarter  and first six
months of 1997.
         Total operating  revenues rose 24 percent in the second quarter of 1997
to a record $340.3 million, up from $274.2 million in the same period last year.
Service  revenues during the quarter were $328.8  million,  including $2 million
for residential long distance, up 25 percent from $263.6 million reported in the
second  quarter  of 1996.  For the first six  months  of 1997,  total  operating
revenues  were $647.1  million,  up 26 percent  from $513.9  million in the same
period of 1996.
         360 added  98,000 net  customers  during  the  second  quarter of 1997,
compared  with  107,000  during  the second  quarter of 1996.  For the first six
months of 1997,  360 added 223,000 net  customers,  compared with 202,000 in the
first six months of 1996. 360 closed the period with 2.4 million  customers,  up
36 percent from 1.75 million a year ago.

                                     -more-
360 Reports Second Quarter, First Half Results
Page 2

         The company also reported its best-ever churn rate,  which measures the
percentage of customers who  discontinue  service.  360's average  monthly churn
rate was 1.69  percent for the second  quarter of 1997,  down from 1.77  percent
during the same period last year.
         "We're very  pleased with our strong,  balanced  results for the second
quarter," said Dennis E. Foster,  president and chief  executive  officer of 360
Communications.  "Demand  for  wireless  service  continues  to be  strong,  our
customer  growth is on target for the year, and our cellular fraud has gone back
down to  historically  low levels.  The measures we've taken to make it easy for
our customers to do business with us continue to produce healthy customer growth
rates  that are  better  than  the  industry  average.  We're  pleased  with the
performance  of 360's  direct sales  channels,  and we're proud of our low churn
rates, which indicate how well we are retaining our customers in an increasingly
competitive environment."
         For the second  quarter of 1997,  360 reported  operating  cash flow of
$122.7 million,  including a loss of $4.1 million for residential long distance,
compared with $102.9 million  reported in the second quarter of 1996.  Operating
cash flow as a percentage of service  revenues was 37.3 percent for the quarter,
compared  with 39.1  percent for the same  period  last year.  For the first six
months of 1997,  operating  cash flow was $210.9  million,  compared with $182.4
million during the same period in 1996.
         360 reported net income of $21.8  million,  or 18 cents per share,  for
the second quarter of 1997, down 10 percent from $24.3 million,  or 21 cents per
share,  for the second quarter of 1996. 360 reported net income of $31.3 million
for the first six months of 1997 and 1996.
         360's  second  quarter  net  income   primarily  was  affected  by  the
short-term  dilutive effect of the November 1996 acquisition of cellular markets
from Independent Cellular Network, as well as the company's previously announced
rate simplification changes.
         "We're positioning 360 for long term growth and success," Foster added.
"We expected the short-term  impact on earnings,  and we're on track to continue
delivering strong results."
         The company reported a market  penetration rate of 9.77 percent for the
second  quarter of 1997,  compared  with 8.36 percent for the second  quarter of
1996.  360's total market  penetration is among the highest in the industry.  At
June 30, 1997, 360 had more than 15 percent  penetration  in 12 markets,  two of
which exceeded 20 percent.

                                     -more-
360 Reports Second Quarter, First Half Results
Page 3

         During the quarter, 360 completed its previously announced  transaction
with  BellSouth,  under  which 360  assumed  management  of the  Richmond,  Va.,
cellular operations.  In addition,  360 completed its transition of the cellular
properties it acquired from Independent Cellular Network,  including network and
customer care systems conversions.
         Under the company's share repurchase program, 360 purchased 1.2 million
shares during the second quarter at an average price of less than $16 per share.
         Chicago-based  360  Communications  provides  wireless  voice  and data
services to 2.4 million customers in more than 100 markets in Florida, Illinois,
Indiana, Iowa, Kentucky, Nevada, New Mexico, North Carolina, Ohio, Pennsylvania,
South Carolina,  Tennessee,  Texas, Virginia and West Virginia. The company also
offers residential long distance and paging services.  360 Communications' stock
is listed on the New York,  Chicago and Pacific stock exchanges under the symbol
XO.

                                       ###

To obtain  copies of the  company's  Form 10-K,  10-Qs,  or copies of  quarterly
earnings  and other  recent news  releases  issued by the  company,  please call
toll-free  1.888.360.INFO  (1.888.360.4636),  24 hours a day, seven days a week.
360 Communications' news releases are also available through PR Newswire and can
be  accessed by calling  (800)  578-7888,  #111849.  360's  Internet  address is
www.360.com.
360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

                    (In thousands, except per share amounts)
                                   (Unaudited)

                                    For the Three Months    For the Six Months
                                       Ended June 30,         Ended June 30,
                                   ---------------------- ----------------------
                                     1997       1996(2)      1997       1996(2)
                                   ---------- ----------  ----------  ----------
Operating Revenues
Service revenues                   $ 328,834  $ 263,560   $ 622,804   $ 494,314
Equipment sales                       11,428     10,613      24,304      19,554
                                   ---------- ----------  ----------  ----------
     Total operating revenues        340,262    274,173     647,108     513,868
                                   ---------- ----------  ----------  ----------

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

Operating Income                       75,860    67,781     118,573     114,204
Interest expense                      (32,843)  (24,274)    (64,033)    (54,102)
Minority interests in net income
   of consolidated entities           (16,208)  (13,861)    (25,917)    (24,325)
Equity in net income of
   unconsolidated entities             14,755    14,348      27,918      24,020
Other income (expense), net (1)           (27)     (137)      2,987         322
                                   ---------- ----------  ----------  ----------
Income before income taxes             41,537    43,857      59,528      60,119
Income tax expense                     19,730    19,573      28,276      28,855
                                   ---------- ----------  ----------  ----------
     Net income                    $  21,807  $  24,284   $  31,252   $  31,264
                                   ========== ==========  ==========  ==========

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

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

(1)    In January 1997, the Company recognized a gain of $3 million ($2 million,
       net of tax) in connection with the divestiture of its ownership interests
       in two of its unconsolidated entities.

(2)    Certain  1996  amounts   have  been   reclassified   to  conform  to  the
       presentation used in 1997.
360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                           CONSOLIDATED OPERATING DATA
                                   (Unaudited)

                                                    For the Three Months Ended
                                                       and as of June 30,
                                                 -------------------------------
                                                     1997              1996
                                                 -------------     -------------

Consolidated
EBITDA (in thousands)                            $     122,693    $     102,938
EBITDA margin                                            37.31%           39.06%
Capital expenditures (in thousands)              $      66,247    $      87,166
Cellular
Controlled POPs                                     24,358,200       20,938,734
Controlled customers                                 2,379,188        1,750,329
Gross customer additions                               219,364          199,204
Net customer additions                                  98,250          107,320
Average customers                                    2,330,879        1,698,446
Churn                                                     1.69%            1.77%
Penetration                                               9.77%            8.36%
Service revenue per average customer per month   $       46.86    $       51.73
EBITDA margin                                            38.70%           39.06%
Cost to acquire a new customer                   $         303    $         313
Long Distance
Revenue (in thousands)                           $       2,040    $       -----
EBITDA (in thousands)                            $      (4,123)   $       -----

                                                     For the Six Months Ended
                                                        and as of June 30,
                                                 -------------------------------
                                                     1997               1996
                                                 -------------    --------------

Consolidated
EBITDA (in thousands)                            $     210,935    $     182,358
EBITDA margin                                            33.87%           36.89%
Capital expenditures (in thousands)              $      89,520    $     143,942
Cellular
Controlled POPs                                     24,358,200       20,938,734
Controlled customers (1)                             2,379,188        1,750,329
Gross customer additions (2)                           473,436          377,790
Net customer additions (2)                             222,776          201,925
Average customers                                    2,274,614        1,627,719
Churn                                                     1.78%            1.78%
Penetration                                               9.77%            8.36%
Service revenue per average customer per month   $       45.47    $       50.61
EBITDA margin                                            35.25%           36.89%
Cost to acquire a new customer                   $         297    $         320
Long Distance
Revenue (in thousands)                           $       3,558    $       -----
EBITDA (in thousands)                            $      (7,811)   $       -----

(1)    Controlled  Customers include 46,647 customers added through acquisitions
       which were completed in the first quarter of 1996.

(2)    The 1996 amounts exclude customer base acquired.
360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)
                                   (Unaudited)

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

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

Investments in unconsolidated entities                 443,466          349,231
Intangibles, net                                     1,140,733        1,136,587
Other assets                                            16,798           13,982
                                                  -------------   --------------

    Total Assets                                  $  2,924,135    $   2,812,069
                                                  =============   ==============

         LIABILITIES AND SHAREOWNERS' EQUITY

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

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

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

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

Shareowners' Equity
Common stock                                             1,233            1,233
Additional paid-in capital                             754,748          772,199
Accumulated deficit                                   (279,680)        (310,932)
                                                  -------------   --------------
    Total shareowners' equity                          476,301          462,500
                                                  -------------   --------------
    Total liabilities and shareowners' equity     $  2,924,135    $   2,812,069
                                                  =============   ==============
360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In thousands)
                                   (Unaudited)

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

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

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

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