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 



                                April 15, 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 April 15, 1998, 360 Communications  Company (the "Company") issued a
press release  announcing the consolidated  operating results of the Company and
its  subsidiaries for the first quarter of 1998. 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 April
15, 1998 announcing the  consolidated  operating  results of the Company and its
subsidiaries for the first quarter of 1998.

        
                                       -2-

<PAGE>

                                    SIGNATURE


         Pursuant to the  requirements  of the Securities  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/ Jeffery R. Gardner
                                                 Jeffery R. Gardner
                                                 Senior Vice President - Finance
                                                 (Principal Accounting Officer)
 


Date:  April 15, 1998




                                       -3-
<PAGE>

                                     




                                    EXHIBIT INDEX


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

   1           Press Release issued by 360  Communications  Company on April 15,
               1998 announcing the consolidated operating results of the Company
               and its subsidiaries for the first quarter of 1998.
 



                                       -4-

<PAGE>

 
  
                                     

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


                                                           FOR IMMEDIATE RELEASE

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

ANALYSTS:
Linda Wait
(773) 399-2284


                360 REPORTS RECORD FIRST QUARTER NET INCOME AND REVENUES

         (Chicago) April 15, 1998 -- 360 Communications  Company (NYSE:XO) today
reported  record first  quarter 1998 net income,  driven by record  revenues and
strong operating cash flow.
         360 reported record net income of $44.1 million, or 36 cents per share,
for the first quarter of 1998, compared with $9.4 million, or 8 cents per share,
for the first quarter of 1997.  Excluding gains from 1998 and 1997  divestitures
of unconsolidated  entities, first quarter 1998 earnings per share increased 250
percent to 21 cents from 6 cents in 1997.
         1998 net income  includes an  after-tax  gain of $18.1  million,  or 15
cents per  share,  from the sale of the  company's  28 percent  interest  in the
Omaha, Neb., cellular market. Excluding the Omaha transaction,  net income would
have been $26  million.  In 1997,  360's first  quarter  net income  included an
after-tax  gain of $2 million as a result of the  divestiture  of its  ownership
interests in two unconsolidated entities.


                                     -more-

<PAGE>
 
360 Reports First Quarter Results
Page 2                                    

         360 reported record total operating revenues of $355 million during the
first quarter of 1998, up 15.6 percent from $307 million in the same period last
year.  Service  revenues  were $342  million,  up 16.2 percent from $294 million
reported in the first quarter of 1997.
         For  the  first  quarter,  360  reported  operating  cash  flow of $130
million,  including a loss of $1.5 million for residential  long distance.  This
represents a 47 percent  increase over $88 million reported in the first quarter
of 1997.  Operating cash flow as a percentage of service revenues was 38 percent
for the  quarter,  compared  with 30  percent  for the same  period  last  year.
Cellular-only cash flow margin was 39 percent for the first quarter of 1998.
         Dennis  E.  Foster,  president  and  chief  executive  officer  of  360
Communications,  said,  "Our  strategy of  maximizing  revenues and managing the
decline in average revenue per customer  continued to produce  improved  results
for the third  consecutive  quarter,  and our team is diligently  focused on our
operating performance and strong revenue growth.
         "On the network side, our Southeast region is gearing up to launch Code
Division  Multiple  Access  (CDMA)  digital  service  in  Raleigh  in the second
quarter.  Our plans are on target to deploy  digital  service in  several  other
large markets this year, including Greensboro, North Carolina; Greenville, South
Carolina; Norfolk and Richmond, Virginia; and Toledo, Ohio."
         360 added  nearly  61,500 net  customers  during the  quarter,  down 51
percent from 124,500 during the first quarter of 1997. As of March 31, 1998, the
company  had more than 2.6  million  customers,  up 16 percent  from  nearly 2.3
million at March 31, 1997.
         The  company  reported  a market  penetration  rate of  10.79  percent,
compared with 9.36 percent at March 31, 1997. At March 31, 1998, the company had
reached 20 percent  penetration  in seven markets and 15 percent  penetration in
seven additional markets.
         360's average  monthly  churn rate,  which  measures the  percentage of
customers  who  discontinue  service,  was 1.97 percent for the first quarter of
1998, compared with 1.87 percent for the first quarter of 1997.

                                     -more-

<PAGE>

360 Reports First Quarter Results
Page 3


         Service revenue per average customer per month for the first quarter of
1998 was $43.46, down 1 percent from $43.91 during the prior-year period.
         During the quarter,  the company entered into a definitive agreement to
merge with Little Rock-based ALLTEL Corporation. The companies expect the merger
to be completed  during the third  quarter of this year,  following the required
approvals.
         Chicago-based  360  Communications  provides  wireless  voice  and data
services  to more than 2.6  million  customers  in more than 100  markets  in 15
states.  The company also offers  residential long distance and paging services.
In addition to the New York Stock Exchange,  360 Communications' stock is listed
on the Chicago and Pacific stock exchanges under the symbol XO.

         Forward-Looking Statements

         Except  for  historical   information  contained  herein,  the  matters
discussed  and the  statements  made in this release  concerning  the  company's
future prospects are forward-looking  statements. Such statements are subject to
risks and  uncertainties  that could cause actual  results or outcomes to differ
materially.  Such  risks and  uncertainties  are  discussed  under  the  heading
"Forward-Looking  Statements"  in the company's  most recent report on Form 10-K
filed with the Securities and Exchange  Commission.  Forward-looking  statements
speak only as of the date hereof and the company  undertakes  no  obligation  to
revise or update such  statements to reflect events or  circumstances  after the
date hereof or to reflect the occurrence of unanticipated events.

                                      # # #
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 also are available through PR Newswire and may
be  obtained  by calling  1.800.578.7888,  #111849.  360's  Internet  address is
www.360.com.

EDITOR'S NOTE: A degrees SYMBOL should  immediately follow the numerals "360" in
the company's  name. The word Degrees is NOT part of the company's  name. If you
are unable to add the degree symbol, just print "360 Communications."

<PAGE>


                   360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

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

                                   


                                                   For the Three Months
                                                     Ended March 31,
                                            --------------------------------
                                               1998                 1997
                                            -----------          -----------
Operating Revenues
Service revenues                            $  341,575           $  293,970
Equipment sales                                 13,260               12,876
                                            -----------          -----------
     Total operating revenues                  354,835              306,846
                                            -----------          -----------

Operating Expenses
Cost of service                                 40,792               41,489
Cost of equipment sales                         28,434               28,449
Other operations expense                        17,873               14,993
Sales, marketing and advertising expenses       56,386               60,581
General, administrative and other expenses      81,673               73,092
Depreciation and amortization                   49,833               45,529
                                            -----------          -----------
     Total operating expenses                  274,991              264,133
                                            -----------          -----------

Operating Income                                79,844               42,713
Interest expense                               (33,259)             (31,190)
Minority interests in net income
   of consolidated entities                    (13,647)              (9,709)
Equity in net income of
   unconsolidated entities                      16,174               13,163
Other income, net                               30,536 (1)            3,014 (2)
                                            -----------          -----------
Income before income taxes                      79,648               17,991
Income tax expense                              35,528                8,546
                                            -----------          -----------
     Net income                             $   44,120           $    9,445
                                            ===========          ===========

Basic and diluted earnings per share        $     0.36           $     0.08
                                            ===========          ===========

Weighted average shares
   outstanding                                 121,287              123,309
                                            ===========          ===========


(1)   In February  1998,  the Company  recognized a gain of $30.5 million ($18.1
      million,  net of tax) in connection  with the divestiture of its ownership
      interest in an unconsolidated entity.

(2)   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.

<PAGE>


                   360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                           CONSOLIDATED OPERATING DATA
                                   (Unaudited)



                                                    For the Three Months Ended
                                                        and as of March 31,
                                                 -------------------------------
                                                      1998             1997
                                                  -------------    -------------

Consolidated
EBITDA (in thousands)                             $    129,677     $     88,242
EBITDA margin                                            37.96%           30.02%
Capital expenditures (in thousands)               $     32,544     $     23,273
Cellular
Controlled POPs                                     24,501,552       24,358,200
Controlled customers                                 2,644,073        2,280,938
Gross customer additions                               220,363          254,072
Net customer additions                                  61,460          124,526
Average customers                                    2,606,554        2,219,930
Churn                                                     1.97%            1.87%
Penetration                                              10.79%            9.36%
Service revenue per average customer per month    $      43.46     $      43.91
EBITDA margin                                            38.60%           31.43%
Cost to acquire a new customer                    $        324     $        290
Long Distance
Revenues (in thousands)                           $      2,238     $      1,518
EBITDA (in thousands)                             $     (1,509)    $     (3,688)

<PAGE>


                   360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)
                                   (Unaudited)


                                                    March 31,      December 31,
                                                      1998             1997
                                                  ------------     ------------

                 ASSETS

Current Assets
Cash and cash equivalents                         $     7,123      $     3,471
Accounts receivable, less allowances
  of $6,187 and $6,602,  respectively                  93,036          100,472
Other receivables                                      27,707           26,981
Unbilled revenue                                       35,087           35,618
Inventory                                              26,590           34,354
Deferred income taxes                                  15,932           15,220
Prepaid expenses and other                              8,976           14,051
                                                  ------------     ------------
    Total current assets                              214,451          230,167
                                                  ------------     ------------

Property, plant and equipment                       1,782,963        1,750,097
Less: accumulated depreciation                        603,721          561,140
                                                  ------------     ------------
Property, plant and equipment, net                  1,179,242        1,188,957
                                                  ------------     ------------

Investments in unconsolidated entities                484,575          459,669
Intangibles, net                                    1,036,109        1,045,007
Other assets                                           21,857           18,124
                                                  ------------     ------------
    Total assets                                  $ 2,936,234      $ 2,941,924
                                                  ============     ============

      LIABILITIES AND SHAREOWNERS' EQUITY

Current Liabilities
Trade accounts and other payables                 $   161,807      $   241,127
Short-term borrowings                                  20,400           18,150
Advance billings                                       32,450           31,779
Accrued taxes                                          39,823           17,846
Accrued agent commissions                               8,960           11,923
Other                                                  30,303           46,386
                                                  ------------     ------------
    Total current liabilities                         293,743          367,211
                                                  ------------     ------------

Long-term debt                                      1,845,400        1,825,347
                                                  ------------     ------------

Deferred Credits and Other Liabilities
Deferred income taxes                                  63,804           60,470
Postretirement and other benefit obligations            6,495            6,347
                                                  ------------     ------------
    Total deferred credits and other liabilities       70,299           66,817
                                                  ------------     ------------

Minority interests in consolidated entities           171,386          173,248
                                                  ------------     ------------

Shareowners' Equity
Common stock                                            1,233            1,233
Additional paid-in capital                            774,943          774,938
Accumulated deficit                                  (185,317)        (229,437)
Treasury stock, at cost                               (35,453)         (37,433)
                                                  ------------     ------------
    Total shareowners' equity                         555,406          509,301
                                                  ------------     ------------
    Total liabilities and shareowners' equity     $ 2,936,234      $ 2,941,924
                                                  ============     ============


<PAGE>


                  360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In thousands)
                                   (Unaudited)



                                                         For the Three Months
                                                            Ended March 31,
                                                       ------------------------
                                                          1998         1997
                                                       ----------   -----------
Operating Activities
Net income                                             $  44,120    $    9,445
Adjustments to reconcile net income to net
  cash provided by (used for) operating activities:
     Depreciation and amortization                        49,833        45,529
     Deferred income taxes                                12,249         2,161
     Gain on sale of cellular investments                (30,506)       (3,029)
     Equity in net income of unconsolidated
        entities, net of distributions                    (8,846)       (7,803)
     Minority interests in net income of
        consolidated entities                             13,647         9,709
     Changes in operating assets and 
          liabilities, excluding acquisitions
        Receivables, net                                   7,967        15,170
        Other current assets                              12,113        (4,389)
        Trade accounts and other payables                (63,087)      (75,932)
        Accrued expenses and other
          current liabilities                            (11,440)       (7,763)
        Noncurrent assets and liabilities, net            (2,907)       (1,112)
     Other, net                                              615         1,178
                                                       ----------   -----------
Net Cash Provided by (Used for) Operating Activities      23,758       (16,836)
                                                       ----------   -----------

Investing Activities
Capital expenditures                                     (32,544)      (23,273)
Acquistions of additional interests in                   
  consolidated entities                                  (14,284)      (24,812)
Divestitures of cellular investments                      15,199         3,888
                                                       ----------   -----------
Net Cash Used for Investing Activities                   (31,629)      (44,197)
                                                       ----------   -----------

Financing Activities
Net payments under bank revolving credit facility        (80,000)     (100,000)
Proceeds from long-term debt                             100,000       200,000
Debt issuance costs                                         (856)       (1,609)
Net short-term borrowings (payments)                       2,250       (30,000)
Distributions to minority investors                      (10,383)       (2,040)
Other, net                                                   512           798
                                                       ----------   -----------
Net Cash Provided by Financing Activities                 11,523        67,149
                                                       ----------   -----------

Increase in Cash and Cash Equivalents                      3,652         6,116
Cash and Cash Equivalents at Beginning of Period           3,471         2,554
                                                       ----------   -----------
Cash and Cash Equivalents at End of Period             $   7,123    $    8,670
                                                       ==========   ===========

<PAGE>
[{"type": "8-K", "sequence": "1", "description": "EARNINGS RELEASE", "secsgml_size_bytes": 23057}]
{"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": "98594392"}, "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 

                                April 15, 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 April 15, 1998, 360 Communications  Company (the "Company") issued a
press release  announcing the consolidated  operating results of the Company and
its  subsidiaries for the first quarter of 1998. 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 April
15, 1998 announcing the  consolidated  operating  results of the Company and its
subsidiaries for the first quarter of 1998.

        
                                       -2-
SIGNATURE

         Pursuant to the  requirements  of the Securities  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/ Jeffery R. Gardner
                                                 Jeffery R. Gardner
                                                 Senior Vice President - Finance
                                                 (Principal Accounting Officer)
 

Date:  April 15, 1998

                                       -3-
EXHIBIT INDEX

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

   1           Press Release issued by 360  Communications  Company on April 15,
               1998 announcing the consolidated operating results of the Company
               and its subsidiaries for the first quarter of 1998.
 

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

                                                           FOR IMMEDIATE RELEASE

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

ANALYSTS:
Linda Wait
(773) 399-2284

                360 REPORTS RECORD FIRST QUARTER NET INCOME AND REVENUES

         (Chicago) April 15, 1998 -- 360 Communications  Company (NYSE:XO) today
reported  record first  quarter 1998 net income,  driven by record  revenues and
strong operating cash flow.
         360 reported record net income of $44.1 million, or 36 cents per share,
for the first quarter of 1998, compared with $9.4 million, or 8 cents per share,
for the first quarter of 1997.  Excluding gains from 1998 and 1997  divestitures
of unconsolidated  entities, first quarter 1998 earnings per share increased 250
percent to 21 cents from 6 cents in 1997.
         1998 net income  includes an  after-tax  gain of $18.1  million,  or 15
cents per  share,  from the sale of the  company's  28 percent  interest  in the
Omaha, Neb., cellular market. Excluding the Omaha transaction,  net income would
have been $26  million.  In 1997,  360's first  quarter  net income  included an
after-tax  gain of $2 million as a result of the  divestiture  of its  ownership
interests in two unconsolidated entities.

                                     -more-
360 Reports First Quarter Results
Page 2                                    

         360 reported record total operating revenues of $355 million during the
first quarter of 1998, up 15.6 percent from $307 million in the same period last
year.  Service  revenues  were $342  million,  up 16.2 percent from $294 million
reported in the first quarter of 1997.
         For  the  first  quarter,  360  reported  operating  cash  flow of $130
million,  including a loss of $1.5 million for residential  long distance.  This
represents a 47 percent  increase over $88 million reported in the first quarter
of 1997.  Operating cash flow as a percentage of service revenues was 38 percent
for the  quarter,  compared  with 30  percent  for the same  period  last  year.
Cellular-only cash flow margin was 39 percent for the first quarter of 1998.
         Dennis  E.  Foster,  president  and  chief  executive  officer  of  360
Communications,  said,  "Our  strategy of  maximizing  revenues and managing the
decline in average revenue per customer  continued to produce  improved  results
for the third  consecutive  quarter,  and our team is diligently  focused on our
operating performance and strong revenue growth.
         "On the network side, our Southeast region is gearing up to launch Code
Division  Multiple  Access  (CDMA)  digital  service  in  Raleigh  in the second
quarter.  Our plans are on target to deploy  digital  service in  several  other
large markets this year, including Greensboro, North Carolina; Greenville, South
Carolina; Norfolk and Richmond, Virginia; and Toledo, Ohio."
         360 added  nearly  61,500 net  customers  during the  quarter,  down 51
percent from 124,500 during the first quarter of 1997. As of March 31, 1998, the
company  had more than 2.6  million  customers,  up 16 percent  from  nearly 2.3
million at March 31, 1997.
         The  company  reported  a market  penetration  rate of  10.79  percent,
compared with 9.36 percent at March 31, 1997. At March 31, 1998, the company had
reached 20 percent  penetration  in seven markets and 15 percent  penetration in
seven additional markets.
         360's average  monthly  churn rate,  which  measures the  percentage of
customers  who  discontinue  service,  was 1.97 percent for the first quarter of
1998, compared with 1.87 percent for the first quarter of 1997.

                                     -more-
360 Reports First Quarter Results
Page 3

         Service revenue per average customer per month for the first quarter of
1998 was $43.46, down 1 percent from $43.91 during the prior-year period.
         During the quarter,  the company entered into a definitive agreement to
merge with Little Rock-based ALLTEL Corporation. The companies expect the merger
to be completed  during the third  quarter of this year,  following the required
approvals.
         Chicago-based  360  Communications  provides  wireless  voice  and data
services  to more than 2.6  million  customers  in more than 100  markets  in 15
states.  The company also offers  residential long distance and paging services.
In addition to the New York Stock Exchange,  360 Communications' stock is listed
on the Chicago and Pacific stock exchanges under the symbol XO.

         Forward-Looking Statements

         Except  for  historical   information  contained  herein,  the  matters
discussed  and the  statements  made in this release  concerning  the  company's
future prospects are forward-looking  statements. Such statements are subject to
risks and  uncertainties  that could cause actual  results or outcomes to differ
materially.  Such  risks and  uncertainties  are  discussed  under  the  heading
"Forward-Looking  Statements"  in the company's  most recent report on Form 10-K
filed with the Securities and Exchange  Commission.  Forward-looking  statements
speak only as of the date hereof and the company  undertakes  no  obligation  to
revise or update such  statements to reflect events or  circumstances  after the
date hereof or to reflect the occurrence of unanticipated events.

                                      # # #
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 also are available through PR Newswire and may
be  obtained  by calling  1.800.578.7888,  #111849.  360's  Internet  address is
www.360.com.

EDITOR'S NOTE: A degrees SYMBOL should  immediately follow the numerals "360" in
the company's  name. The word Degrees is NOT part of the company's  name. If you
are unable to add the degree symbol, just print "360 Communications."
360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

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

                                   

                                                   For the Three Months
                                                     Ended March 31,
                                            --------------------------------
                                               1998                 1997
                                            -----------          -----------
Operating Revenues
Service revenues                            $  341,575           $  293,970
Equipment sales                                 13,260               12,876
                                            -----------          -----------
     Total operating revenues                  354,835              306,846
                                            -----------          -----------

Operating Expenses
Cost of service                                 40,792               41,489
Cost of equipment sales                         28,434               28,449
Other operations expense                        17,873               14,993
Sales, marketing and advertising expenses       56,386               60,581
General, administrative and other expenses      81,673               73,092
Depreciation and amortization                   49,833               45,529
                                            -----------          -----------
     Total operating expenses                  274,991              264,133
                                            -----------          -----------

Operating Income                                79,844               42,713
Interest expense                               (33,259)             (31,190)
Minority interests in net income
   of consolidated entities                    (13,647)              (9,709)
Equity in net income of
   unconsolidated entities                      16,174               13,163
Other income, net                               30,536 (1)            3,014 (2)
                                            -----------          -----------
Income before income taxes                      79,648               17,991
Income tax expense                              35,528                8,546
                                            -----------          -----------
     Net income                             $   44,120           $    9,445
                                            ===========          ===========

Basic and diluted earnings per share        $     0.36           $     0.08
                                            ===========          ===========

Weighted average shares
   outstanding                                 121,287              123,309
                                            ===========          ===========

(1)   In February  1998,  the Company  recognized a gain of $30.5 million ($18.1
      million,  net of tax) in connection  with the divestiture of its ownership
      interest in an unconsolidated entity.

(2)   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.
360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                           CONSOLIDATED OPERATING DATA
                                   (Unaudited)

                                                    For the Three Months Ended
                                                        and as of March 31,
                                                 -------------------------------
                                                      1998             1997
                                                  -------------    -------------

Consolidated
EBITDA (in thousands)                             $    129,677     $     88,242
EBITDA margin                                            37.96%           30.02%
Capital expenditures (in thousands)               $     32,544     $     23,273
Cellular
Controlled POPs                                     24,501,552       24,358,200
Controlled customers                                 2,644,073        2,280,938
Gross customer additions                               220,363          254,072
Net customer additions                                  61,460          124,526
Average customers                                    2,606,554        2,219,930
Churn                                                     1.97%            1.87%
Penetration                                              10.79%            9.36%
Service revenue per average customer per month    $      43.46     $      43.91
EBITDA margin                                            38.60%           31.43%
Cost to acquire a new customer                    $        324     $        290
Long Distance
Revenues (in thousands)                           $      2,238     $      1,518
EBITDA (in thousands)                             $     (1,509)    $     (3,688)
360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)
                                   (Unaudited)

                                                    March 31,      December 31,
                                                      1998             1997
                                                  ------------     ------------

                 ASSETS

Current Assets
Cash and cash equivalents                         $     7,123      $     3,471
Accounts receivable, less allowances
  of $6,187 and $6,602,  respectively                  93,036          100,472
Other receivables                                      27,707           26,981
Unbilled revenue                                       35,087           35,618
Inventory                                              26,590           34,354
Deferred income taxes                                  15,932           15,220
Prepaid expenses and other                              8,976           14,051
                                                  ------------     ------------
    Total current assets                              214,451          230,167
                                                  ------------     ------------

Property, plant and equipment                       1,782,963        1,750,097
Less: accumulated depreciation                        603,721          561,140
                                                  ------------     ------------
Property, plant and equipment, net                  1,179,242        1,188,957
                                                  ------------     ------------

Investments in unconsolidated entities                484,575          459,669
Intangibles, net                                    1,036,109        1,045,007
Other assets                                           21,857           18,124
                                                  ------------     ------------
    Total assets                                  $ 2,936,234      $ 2,941,924
                                                  ============     ============

      LIABILITIES AND SHAREOWNERS' EQUITY

Current Liabilities
Trade accounts and other payables                 $   161,807      $   241,127
Short-term borrowings                                  20,400           18,150
Advance billings                                       32,450           31,779
Accrued taxes                                          39,823           17,846
Accrued agent commissions                               8,960           11,923
Other                                                  30,303           46,386
                                                  ------------     ------------
    Total current liabilities                         293,743          367,211
                                                  ------------     ------------

Long-term debt                                      1,845,400        1,825,347
                                                  ------------     ------------

Deferred Credits and Other Liabilities
Deferred income taxes                                  63,804           60,470
Postretirement and other benefit obligations            6,495            6,347
                                                  ------------     ------------
    Total deferred credits and other liabilities       70,299           66,817
                                                  ------------     ------------

Minority interests in consolidated entities           171,386          173,248
                                                  ------------     ------------

Shareowners' Equity
Common stock                                            1,233            1,233
Additional paid-in capital                            774,943          774,938
Accumulated deficit                                  (185,317)        (229,437)
Treasury stock, at cost                               (35,453)         (37,433)
                                                  ------------     ------------
    Total shareowners' equity                         555,406          509,301
                                                  ------------     ------------
    Total liabilities and shareowners' equity     $ 2,936,234      $ 2,941,924
                                                  ============     ============
360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In thousands)
                                   (Unaudited)

                                                         For the Three Months
                                                            Ended March 31,
                                                       ------------------------
                                                          1998         1997
                                                       ----------   -----------
Operating Activities
Net income                                             $  44,120    $    9,445
Adjustments to reconcile net income to net
  cash provided by (used for) operating activities:
     Depreciation and amortization                        49,833        45,529
     Deferred income taxes                                12,249         2,161
     Gain on sale of cellular investments                (30,506)       (3,029)
     Equity in net income of unconsolidated
        entities, net of distributions                    (8,846)       (7,803)
     Minority interests in net income of
        consolidated entities                             13,647         9,709
     Changes in operating assets and 
          liabilities, excluding acquisitions
        Receivables, net                                   7,967        15,170
        Other current assets                              12,113        (4,389)
        Trade accounts and other payables                (63,087)      (75,932)
        Accrued expenses and other
          current liabilities                            (11,440)       (7,763)
        Noncurrent assets and liabilities, net            (2,907)       (1,112)
     Other, net                                              615         1,178
                                                       ----------   -----------
Net Cash Provided by (Used for) Operating Activities      23,758       (16,836)
                                                       ----------   -----------

Investing Activities
Capital expenditures                                     (32,544)      (23,273)
Acquistions of additional interests in                   
  consolidated entities                                  (14,284)      (24,812)
Divestitures of cellular investments                      15,199         3,888
                                                       ----------   -----------
Net Cash Used for Investing Activities                   (31,629)      (44,197)
                                                       ----------   -----------

Financing Activities
Net payments under bank revolving credit facility        (80,000)     (100,000)
Proceeds from long-term debt                             100,000       200,000
Debt issuance costs                                         (856)       (1,609)
Net short-term borrowings (payments)                       2,250       (30,000)
Distributions to minority investors                      (10,383)       (2,040)
Other, net                                                   512           798
                                                       ----------   -----------
Net Cash Provided by Financing Activities                 11,523        67,149
                                                       ----------   -----------

Increase in Cash and Cash Equivalents                      3,652         6,116
Cash and Cash Equivalents at Beginning of Period           3,471         2,554
                                                       ----------   -----------
Cash and Cash Equivalents at End of Period             $   7,123    $    8,670
                                                       ==========   ===========