1
<PAGE>



            SECURITIES AND EXCHANGE COMMISSION
                 WASHINGTON,  DC  20549
           -----------------------------------

                      FORM 8-K

                    CURRENT REPORT

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



                    January 24,  1997
        ----------------------------------------------------
          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)





                                       2
<PAGE>




Item 5.      Other Events.

             On November 1, 1996, 360  Communications  Company and  Subsidiaries
(the  "Company")  completed  its  previously  announced  acquisition  (the  "ICN
Acquisition") of Independent  Cellular  Network,  Inc. and affiliated  companies
which own and  operate  cellular  licenses  and  related  systems  and assets in
Kentucky, Ohio, Pennsylvania and West Virginia. On November 7, 1996, the Company
filed with the Securities and Exchange Commission its Current Report on Form 8-K
dated November 1, 1996, which included certain historical  financial  statements
and pro  forma  financial  information  with  respect  to the  ICN  Acquisition.
Included herewith under Item 7 are historical financial statements and pro forma
financial  information with respect to the ICN Acquisition which supplement such
previously filed financial statements and pro forma information.



<PAGE>



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

     (a) Pro Forma Financial Information.

         360 Communications Company and Subsidiaries

         --Pro Forma Condensed Combined Statement of Operations for the Nine
           Months Ended September 30, 1996
         --Pro Forma Condensed Combined Balance Sheet as of September 30, 1996
         --Notes to Pro Forma Condensed Combined Financial Statements

     (b) Financial Statements of Business Acquired.

         Independent Cellular Network, Inc. and Affiliates

         --Combined Balance Sheets as of September 30, 1996 and December 31,    
           1995
         --Combined Statements of Operations for the Nine Months Ended September
           30, 1996 and 1995
         --Combined Statements of Cash Flows for the Nine Months Ended September
           30, 1996 and 1995
         --Notes to Unaudited Combined Financial Statements






<PAGE>


                   360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

         Pro Forma Condensed Combined Financial Statements Introduction

     On November 1, 1996,  360  Communications  Company  and  Subsidiaries  (the
"Company")   completed   its   previously   announced   acquisition   (the  "ICN
Acquisition") of Independent  Cellular  Network,  Inc. and affiliated  companies
(collectively, the "Acquired Companies") which own and operate cellular licenses
and  related  systems  and  assets  in  Kentucky,  Ohio,  Pennsylvania  and West
Virginia.  The Company acquired the Acquired Companies from Independent Cellular
Network  Partners  and  certain of its  affiliates  (collectively,  "ICNP")  for
approximately  $514  million,  comprised  of 6,500,000  shares of the  Company's
Common Stock, $0.01 par value, $122 million in aggregate principal amount of the
Company's  subordinated   non-negotiable  promissory  notes  and  the  Company's
assumption of $240 million of  Independent  Cellular  Network  Partners'  senior
debt.  The  remaining  portion of the purchase  price was paid in cash.  The ICN
Acquisition  will be accounted for as a purchase.  The  following  unaudited pro
forma condensed combined financial  statements have been adjusted to reflect the
ICN Acquisition.

     The unaudited pro forma condensed combined  financial  statements have been
prepared from the historical  consolidated  financial statements of the Company.
The ICN  Acquisition  column in the  following  unaudited  pro  forma  condensed
combined  financial   statements  reflects  the  historical  combined  financial
statements of the Acquired Companies,  the combined entities which represent the
operations acquired from ICNP.

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

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

     The unaudited pro forma condensed combined  financial  statements should be
read  in  conjunction  with  the  Company's  historical  consolidated  financial
statements including the notes thereto, set forth in the Company's Annual Report
on Form  10-K for the  fiscal  year  ended  December  31,  1995;  the  Company's
historical  consolidated  financial  statements including the notes thereto, set
forth in the Company's  Quarterly  Report on Form 10-Q for the quarterly  period
ended September 30, 1996; and Independent Cellular Network,  Inc. and Affiliates
historical  combined  financial  statements  and notes  thereto  included in the
Company's  Current  Report on Form 8-K dated November 1, 1996. The unaudited pro
forma condensed combined financial statements are not necessarily  indicative of
the financial position or results of operations had the ICN Acquisition occurred
on the  indicated  dates nor do they  purport to indicate  the results of future
operations of the Company.

<PAGE>


<TABLE>
<CAPTION>


                       360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                  PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

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

                                                  360                                                       360
                                             Communications                            Pro Forma        Communications
                                               Company as              ICN            Acquisition           Company
                                                Reported           Acquisition        Adjustments          Pro Forma
                                             ----------------    ----------------   ----------------    ----------------
<S>                                          <C>                 <C>                <C>                 <C>
Operating Revenues
Cellular Service Revenues                    $       766,133     $        50,201    $        (1,800)(a) $       814,534
Equipment Sales                                       29,411               2,982                                 32,393
                                             ----------------    ----------------      -------------    ----------------
     Total Operating Revenues                        795,544              53,183             (1,800)            846,927
                                             ----------------    ----------------      -------------    ----------------

Operating Expenses
Cost of Service                                       68,492               5,957                                 74,449
Cost of Equipment Sales                               71,010               6,673                                 77,683
Other Operations Expense                              39,824               2,174                                 41,998
Sales, Marketing and Advertising Expenses            143,146               5,004                                148,150
General, Administrative and Other Expenses           190,287               9,123             (2,849)(b)         196,561
Depreciation and Amortization                        104,987              21,385            (11,404)(c)
                                                                                              5,637 (d)
                                                                                               (745)(e)         119,860
                                             ----------------    ----------------   ----------------    ----------------
     Total Operating Expenses                        617,746              50,316             (9,361)            658,701

Operating Income                                     177,798               2,867              7,561             188,226
Interest Expense, net                                (78,854)            (21,948)             1,851 (f)         (98,951)
Minority Interests in Net Income
   of Consolidated Entities                          (38,168)             (1,377)                               (39,545)
Equity in Net Income of
   Unconsolidated Entities                            40,359                 352                                 40,711
Other Income (Expense), net                              423               2,256             (2,256)(g)             423
                                             ----------------    ----------------   ----------------    ----------------
Income (Loss) Before Income Taxes                    101,558             (17,850)             7,156              90,864
Income Tax Expense (Benefit)                          47,407                                 (1,830)(h)          45,577
                                             ----------------    ----------------   ----------------    ----------------
     Net Income (Loss)                       $        54,151     $       (17,850)   $         8,986     $        45,287
                                             ================    ================   ================    ================

Net Income per Share                                                                                    $          0.37
                                                                                                        ================

Weighted Average Shares
   Outstanding                                                                                                  123,560
                                                                                                        ================







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


</TABLE>
<PAGE>


<TABLE>
<CAPTION>




                                     360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                                      PRO FORMA CONDENSED COMBINED BALANCE SHEET

                                                   September 30, 1996
                                                       Unaudited
                                                 (Thousands of Dollars)

                                                    360                                                         360
                                              Communications                            Pro Forma        Communications
                                                Company as              ICN            Acquisition           Company
                                                 Reported           Acquisition        Adjustments          Pro Forma
                                              ----------------    ----------------   -----------------   ----------------
<S>                                           <C>                 <C>                <C>                 <C>
Assets
Total Current Assets                          $       181,761     $        67,121    $        (52,711)(i)$       196,171
Property, Plant and Equipment, net                    969,030              43,865              (2,534)(j)      1,010,361
Investments in Unconsolidated Entities                344,630               1,781                                346,411
Intangibles, net                                      711,093             136,366             300,657 (k)      1,148,116
Other Assets                                           18,946                 961                (961)(i)
                                                                                               37,017 (l)         55,963
                                              ----------------    ----------------   -----------------   ----------------
    Total Assets                              $     2,225,460     $       250,094    $        281,468    $     2,757,022
                                              ================    ================   =================   ================


Liabilities and Shareowners'
   and Partners' Equity
Total Current Liabilities                     $       258,079     $        23,449    $        (12,351)(i)$       269,177
Long-Term Debt                                      1,362,720             325,466            (325,466)(m)
                                                                                              363,373 (m)      1,726,093
Deferred Credits and Other Liabilities                117,391                                                    117,391
                                              ----------------    ----------------   -----------------   ----------------
    Total Liabilities                               1,738,190             348,915              25,556          2,112,661

Minority Interests in Consolidated Entities           179,115               7,061                (283)(n)        185,893
Shareowners' and Partners'
   Equity (Deficit)
Common Stock                                            1,169                 100                (100)(o)
                                                                                                   65 (o)          1,234
Preferred Stock                                                            14,900             (14,900)(o)
Additional Paid-In Capital                            623,287                                 150,248 (o)        773,535
Accumulated Deficit                                  (316,301)            (69,647)             69,647 (o)       (316,301)
Partners' Deficit                                                         (51,235)             51,235 (o)
                                              ----------------    ----------------   -----------------   ----------------
    Total Shareowners' and Partners'
        Equity (Deficit)                              308,155            (105,882)            256,195            458,468
                                              ----------------    ----------------   -----------------   ----------------
    Total Liabilities and Shareowners' and
        Partners' Equity (Deficit)            $     2,225,460     $       250,094    $        281,468    $     2,757,022
                                              ================    ================   =================   ================





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



</TABLE>
<PAGE>


     NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

PRO FORMA STATEMENTS OF OPERATIONS


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

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

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

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

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

     (f) This entry reflects the net effect on interest  expense  resulting from
the debt transactions described in (m). An annual variable interest rate of 6.3%
and an  annual  fixed  rate of 9.5%  was  used for  additional  credit  facility
borrowings and subordinated debt, respectively.  A 1/8% difference in the annual
variable  interest  rate would have the effect of changing  interest  expense by
$226,000 for the nine months ended September 30, 1996.

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

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


PRO FORMA BALANCE SHEET


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

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


<PAGE>


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

                  Tangible Assets Acquired             $        94,539
                  Intangible Assets Acquired                   136,366
                  Liabilities Assumed                          (11,098)
                  Ownership Percentage Adjustment -
                     Minority Interests                         (6,778)
                                                       ----------------
                  Net Assets Acquired                          213,029
                  Estimated Purchase Price                     513,686
                                                        ---------------
                  Intangibles                          $       300,657
                                                         ===============

     (l) This  entry  reflects  the  recording  of  deferred  income  tax assets
acquired by the Company in the ICN  Acquisition.  The deferred income tax assets
were primarily  generated by the operating losses of the Acquired  Companies and
represent  future tax benefits to the extent that  realization  of such benefits
are more likely than not. The balance recorded includes a valuation allowance in
the amount of  $5,010,000  established  for the portion of  deferred  income tax
assets not expected to be realized.

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

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

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


EARNINGS PER SHARE

     (p) Net Income per Share for the nine months ended  September  30, 1996 was
computed  using  weighted  average shares  outstanding,  including  common stock
equivalents,  and assumes the 6,500,000 shares of Company Common Stock issued in
connection with the ICN Acquisition had been outstanding  since the beginning of
the period.


<PAGE>


<TABLE>
<CAPTION>


                                      Independent Cellular Network, Inc. and Affiliates


                                                  Combined Balance Sheets
                                                   (Thousands of Dollars)

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

                        ASSETS
                        ------
<S>                                             <C>               <C>
CURRENT ASSETS
   Cash and cash equivalents                    $    7,458        $      2,370
   Accounts receivable, less allowance
       of $321 and $683                             12,692               9,796
   Due from affiliates                              45,398              29,903
   Cellular telephone inventory                      1,382               2,665
   Other                                               191                 365
                                                 ----------        ------------
         Total current assets                       67,121             45,099
                                                 ----------        ------------
   Property and equipment                           88,557              86,973
   Less: Accumulated depreciation                  (44,692)            (38,079)
                                                 ----------        ------------
   Property and equipment, net                      43,865              48,894
                                                 ----------        ------------
   Licenses, net of accumulated amortization
       of $49,349 and $39,140                      131,376             141,586
   Non compete agreements, net of accumulated
       amortization of $20,010 and $15,991           4,990               9,009
   Deferred costs, net of accumulated
       amortization of $257 and $154                   961                 985
   Investment in unconsolidated
      cellular partnerships                          1,781               1,834
                                                 ----------        ------------
         Total other assets                        139,108             153,414
                                                 ----------        ------------
         Total assets                           $  250,094        $    247,407
                                                 ==========        ============


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

CURRENT LIABILITIES
   Accounts payable                              $    4,543        $      7,554
   Accrued expenses                                  17,207               9,803
   Due to affiliates                                  1,194                 882
   Customer deposits                                    505                 384
                                                 ----------        ------------
         Total current liabilities                   23,449              18,623
                                                 ----------        ------------
LONG TERM DEBT                                      325,466             311,131
                                                 ----------        ------------
MINORITY INTEREST                                     7,061               5,684
                                                 ----------        ------------
SHAREHOLDERS' AND PARTNERS' EQUITY (DEFICIT)
   Common stock, no par value; 2,000 shares author-
       ized; 1,000 shares issued and outstanding        100                 100
   Preferred stock, no par value; 2,000 shares
       authorized; 1,000 shares issued and
       outstanding                                   14,900              14,900
   Accumulated deficit                              (69,647)            (69,147)
   Partners' equity (deficit)                       (51,235)            (33,884)
                                                  ----------        ------------
         Total shareholders' and partners'
           equity (deficit)                        (105,882)            (88,031)
                                                  ----------        ------------
         Total liabilities and shareholders'
           and partners' equity (deficit)        $  250,094       $     247,407
                                                 ==========       =============


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

</TABLE>



                                       
<PAGE>



<TABLE>
<CAPTION>

                 Independent Cellular Network, Inc. and Affiliates


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

                                                Nine Months Ended September 30,
                                               --------------------------------
                                                        1996           1995
                                                    ----------     ----------

<S>                                                <C>            <C>
 OPERATING REVENUES

   Cellular service revenues                        $   50,201     $   43,558
   Equipment sales                                       2,982          2,578
                                                    ----------    -----------
       Total operating revenues                         53,183         46,136
                                                    ----------     ----------
 OPERATING EXPENSES

   Cost of service                                       5,957          6,631
   Cost of equipment sales                               6,673          5,554
   Other operations expenses                             2,174          2,091
   Selling, general, administrative
       and other expenses                               14,127         12,981
   Depreciation and amortization                        21,385         24,544
                                                    ----------     ----------
         Total operating expenses                       50,316         51,801
                                                    ----------     ----------

 Operating Income (Loss)                                 2,867         (5,665)
   Interest income                                       2,256            277
   Interest expense                                    (21,948)       (20,674)
   Equity in net income of uncon-
       solidated cellular partnerships                     352            703
   Minority interest in net income
       of consolidated entities                         (1,377)         (837)
                                                     ----------     ----------
 Loss before income taxes                              (17,850)       (26,196)

 Income tax expense                                          -              -
                                                     ----------     ----------
         NET LOSS                                   $  (17,850)    $  (26,196)
                                                     ==========     ==========




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



                                       
<PAGE>



<TABLE>
<CAPTION>

                Independent Cellular Network, Inc. and Affiliates


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

                                                Nine Months Ended September 30,
                                                -------------------------------
                                                     1996           1995
                                                  ----------     ----------



<S>                                              <C>            <C>
 CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                         $  (17,850)    $  (26,196)
 Adjustments to reconcile net loss to
  net cash provided by operating activities:
    Depreciation and amortization                     21,385         24,544
    Interest capitalized as long term debt             7,249         13,891
    Minority interest, net                             1,377            837
    Equity in net income of unconsolidated
      cellular partnerships, net                        (423)          (703)
 Changes in assets and liabilities:
    Accounts receivable and due from
        affiliates                                   (18,391)       (13,020)
    Cellular telephone inventory                       1,283           (676)
    Other current assets                                 174             (5)
    Accounts payable and due to affiliates            (2,223)         3,917
    Accrued expenses                                  14,491            102
    Customer deposits                                    121             56
                                                   ----------     ----------
    Net cash provided by
        operating activities                          7,193           2,757
                                                   ----------     ----------
 CASH FLOWS FROM INVESTING ACTIVITIES

 Acquisition of property and equipment, net           (2,026)        (3,720)
 Other                                                   (79)             8
 Proceeds from exchange of assets                          -          2,376
                                                   ----------     ----------
    Net cash used by investing activities             (2,105)        (1,336)
                                                   ----------     ----------
 CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from debt                                        -         (1,405)
 Payments of debt                                          -              -
                                                  ----------     ----------
    Net cash used by
        financing activities                               -          1,405)
                                                  ----------     ----------
 NET INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS                               5,088            (16)

 CASH AND CASH EQUIVALENTS,
    beginning of period                                2,370          1,878
                                                  ----------     ----------
 CASH AND CASH EQUIVALENTS,
    end of period                                 $    7,458     $    1,894
                                                  ==========     ==========
 SUPPLEMENTAL DISCLOSURES OF CASH
    FLOW INFORMATION

 Cash paid during the period for interest         $      518     $     (365)
                                                  ==========     ==========
 Prior year accrued interest capitalized
   as long-term debt                              $    7,087     $    9,912
                                                  ==========     ==========




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


 </TABLE>



                                       
<PAGE>





       Independent Cellular Network, Inc. and Affiliates

        Notes to Unaudited Combined Financial Statements


Note 1.      Basis of Combination and Presentation

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

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

             The unaudited combined  financial  statements have been prepared in
             conformity with generally  accepted  accounting  principles and are
             presented  in  accordance  with the  rules and  regulations  of the
             Securities and Exchange Commission  applicable to interim financial
             information.  In the  Companies'  opinion,  the unaudited  combined
             financial  statements include all adjustments  necessary to present
             fairly the  financial  position and results of  operations  for the
             interim  periods  presented.  All such  adjustments are of a normal
             recurring  nature.  These  financial  statements  should be read in
             conjunction with the combined financial  statements,  including the
             notes thereto, for the fiscal year ended December 31, 1995.


Note 2.      Sale of Assets

             The  Companies  have entered into an Exchange and Merger  Agreement
             dated May 31, 1996 with 360 Communications  Company for the sale of
             all  the  assets  and  rights  related  to the  Companies  cellular
             telephone  systems  and related  business  in all their  collective
             markets. The transaction,  valued at approximately $514 million, 
             closed on November 1, 1996.





                                       



<PAGE>

 SIGNATURE



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


                           360 Communications Company



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

Date: January 24,1997






<PAGE>
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1
SECURITIES AND EXCHANGE COMMISSION
                 WASHINGTON,  DC  20549
           -----------------------------------

                      FORM 8-K

                    CURRENT REPORT

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

                    January 24,  1997
        ----------------------------------------------------
          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)

                                       2
Item 5.      Other Events.

             On November 1, 1996, 360  Communications  Company and  Subsidiaries
(the  "Company")  completed  its  previously  announced  acquisition  (the  "ICN
Acquisition") of Independent  Cellular  Network,  Inc. and affiliated  companies
which own and  operate  cellular  licenses  and  related  systems  and assets in
Kentucky, Ohio, Pennsylvania and West Virginia. On November 7, 1996, the Company
filed with the Securities and Exchange Commission its Current Report on Form 8-K
dated November 1, 1996, which included certain historical  financial  statements
and pro  forma  financial  information  with  respect  to the  ICN  Acquisition.
Included herewith under Item 7 are historical financial statements and pro forma
financial  information with respect to the ICN Acquisition which supplement such
previously filed financial statements and pro forma information.
Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.

     (a) Pro Forma Financial Information.

         360 Communications Company and Subsidiaries

         --Pro Forma Condensed Combined Statement of Operations for the Nine
           Months Ended September 30, 1996
         --Pro Forma Condensed Combined Balance Sheet as of September 30, 1996
         --Notes to Pro Forma Condensed Combined Financial Statements

     (b) Financial Statements of Business Acquired.

         Independent Cellular Network, Inc. and Affiliates

         --Combined Balance Sheets as of September 30, 1996 and December 31,    
           1995
         --Combined Statements of Operations for the Nine Months Ended September
           30, 1996 and 1995
         --Combined Statements of Cash Flows for the Nine Months Ended September
           30, 1996 and 1995
         --Notes to Unaudited Combined Financial Statements
360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

         Pro Forma Condensed Combined Financial Statements Introduction

     On November 1, 1996,  360  Communications  Company  and  Subsidiaries  (the
"Company")   completed   its   previously   announced   acquisition   (the  "ICN
Acquisition") of Independent  Cellular  Network,  Inc. and affiliated  companies
(collectively, the "Acquired Companies") which own and operate cellular licenses
and  related  systems  and  assets  in  Kentucky,  Ohio,  Pennsylvania  and West
Virginia.  The Company acquired the Acquired Companies from Independent Cellular
Network  Partners  and  certain of its  affiliates  (collectively,  "ICNP")  for
approximately  $514  million,  comprised  of 6,500,000  shares of the  Company's
Common Stock, $0.01 par value, $122 million in aggregate principal amount of the
Company's  subordinated   non-negotiable  promissory  notes  and  the  Company's
assumption of $240 million of  Independent  Cellular  Network  Partners'  senior
debt.  The  remaining  portion of the purchase  price was paid in cash.  The ICN
Acquisition  will be accounted for as a purchase.  The  following  unaudited pro
forma condensed combined financial  statements have been adjusted to reflect the
ICN Acquisition.

     The unaudited pro forma condensed combined  financial  statements have been
prepared from the historical  consolidated  financial statements of the Company.
The ICN  Acquisition  column in the  following  unaudited  pro  forma  condensed
combined  financial   statements  reflects  the  historical  combined  financial
statements of the Acquired Companies,  the combined entities which represent the
operations acquired from ICNP.

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

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

     The unaudited pro forma condensed combined  financial  statements should be
read  in  conjunction  with  the  Company's  historical  consolidated  financial
statements including the notes thereto, set forth in the Company's Annual Report
on Form  10-K for the  fiscal  year  ended  December  31,  1995;  the  Company's
historical  consolidated  financial  statements including the notes thereto, set
forth in the Company's  Quarterly  Report on Form 10-Q for the quarterly  period
ended September 30, 1996; and Independent Cellular Network,  Inc. and Affiliates
historical  combined  financial  statements  and notes  thereto  included in the
Company's  Current  Report on Form 8-K dated November 1, 1996. The unaudited pro
forma condensed combined financial statements are not necessarily  indicative of
the financial position or results of operations had the ICN Acquisition occurred
on the  indicated  dates nor do they  purport to indicate  the results of future
operations of the Company.
360 COMMUNICATIONS COMPANY AND SUBSIDIARIES

                  PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

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

                                                  360                                                       360
                                             Communications                            Pro Forma        Communications
                                               Company as              ICN            Acquisition           Company
                                                Reported           Acquisition        Adjustments          Pro Forma
                                             ----------------    ----------------   ----------------    ----------------
Operating Revenues
Cellular Service Revenues                    $       766,133     $        50,201    $        (1,800)(a) $       814,534
Equipment Sales                                       29,411               2,982                                 32,393
                                             ----------------    ----------------      -------------    ----------------
     Total Operating Revenues                        795,544              53,183             (1,800)            846,927
                                             ----------------    ----------------      -------------    ----------------

Operating Expenses
Cost of Service                                       68,492               5,957                                 74,449
Cost of Equipment Sales                               71,010               6,673                                 77,683
Other Operations Expense                              39,824               2,174                                 41,998
Sales, Marketing and Advertising Expenses            143,146               5,004                                148,150
General, Administrative and Other Expenses           190,287               9,123             (2,849)(b)         196,561
Depreciation and Amortization                        104,987              21,385            (11,404)(c)
                                                                                              5,637 (d)
                                                                                               (745)(e)         119,860
                                             ----------------    ----------------   ----------------    ----------------
     Total Operating Expenses                        617,746              50,316             (9,361)            658,701

Operating Income                                     177,798               2,867              7,561             188,226
Interest Expense, net                                (78,854)            (21,948)             1,851 (f)         (98,951)
Minority Interests in Net Income
   of Consolidated Entities                          (38,168)             (1,377)                               (39,545)
Equity in Net Income of
   Unconsolidated Entities                            40,359                 352                                 40,711
Other Income (Expense), net                              423               2,256             (2,256)(g)             423
                                             ----------------    ----------------   ----------------    ----------------
Income (Loss) Before Income Taxes                    101,558             (17,850)             7,156              90,864
Income Tax Expense (Benefit)                          47,407                                 (1,830)(h)          45,577
                                             ----------------    ----------------   ----------------    ----------------
     Net Income (Loss)                       $        54,151     $       (17,850)   $         8,986     $        45,287
                                             ================    ================   ================    ================

Net Income per Share                                                                                    $          0.37
                                                                                                        ================

Weighted Average Shares
   Outstanding                                                                                                  123,560
                                                                                                        ================

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

                                      PRO FORMA CONDENSED COMBINED BALANCE SHEET

                                                   September 30, 1996
                                                       Unaudited
                                                 (Thousands of Dollars)

                                                    360                                                         360
                                              Communications                            Pro Forma        Communications
                                                Company as              ICN            Acquisition           Company
                                                 Reported           Acquisition        Adjustments          Pro Forma
                                              ----------------    ----------------   -----------------   ----------------
Assets
Total Current Assets                          $       181,761     $        67,121    $        (52,711)(i)$       196,171
Property, Plant and Equipment, net                    969,030              43,865              (2,534)(j)      1,010,361
Investments in Unconsolidated Entities                344,630               1,781                                346,411
Intangibles, net                                      711,093             136,366             300,657 (k)      1,148,116
Other Assets                                           18,946                 961                (961)(i)
                                                                                               37,017 (l)         55,963
                                              ----------------    ----------------   -----------------   ----------------
    Total Assets                              $     2,225,460     $       250,094    $        281,468    $     2,757,022
                                              ================    ================   =================   ================

Liabilities and Shareowners'
   and Partners' Equity
Total Current Liabilities                     $       258,079     $        23,449    $        (12,351)(i)$       269,177
Long-Term Debt                                      1,362,720             325,466            (325,466)(m)
                                                                                              363,373 (m)      1,726,093
Deferred Credits and Other Liabilities                117,391                                                    117,391
                                              ----------------    ----------------   -----------------   ----------------
    Total Liabilities                               1,738,190             348,915              25,556          2,112,661

Minority Interests in Consolidated Entities           179,115               7,061                (283)(n)        185,893
Shareowners' and Partners'
   Equity (Deficit)
Common Stock                                            1,169                 100                (100)(o)
                                                                                                   65 (o)          1,234
Preferred Stock                                                            14,900             (14,900)(o)
Additional Paid-In Capital                            623,287                                 150,248 (o)        773,535
Accumulated Deficit                                  (316,301)            (69,647)             69,647 (o)       (316,301)
Partners' Deficit                                                         (51,235)             51,235 (o)
                                              ----------------    ----------------   -----------------   ----------------
    Total Shareowners' and Partners'
        Equity (Deficit)                              308,155            (105,882)            256,195            458,468
                                              ----------------    ----------------   -----------------   ----------------
    Total Liabilities and Shareowners' and
        Partners' Equity (Deficit)            $     2,225,460     $       250,094    $        281,468    $     2,757,022
                                              ================    ================   =================   ================

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

PRO FORMA STATEMENTS OF OPERATIONS

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

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

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

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

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

     (f) This entry reflects the net effect on interest  expense  resulting from
the debt transactions described in (m). An annual variable interest rate of 6.3%
and an  annual  fixed  rate of 9.5%  was  used for  additional  credit  facility
borrowings and subordinated debt, respectively.  A 1/8% difference in the annual
variable  interest  rate would have the effect of changing  interest  expense by
$226,000 for the nine months ended September 30, 1996.

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

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

PRO FORMA BALANCE SHEET

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

     (j)  To  achieve  cellular  system   compatibility  and  standard  customer
functionality  it will be  necessary  for the  Company to replace  the cell site
equipment and switches of the Acquired Companies. This adjustment represents the
write down of property,  plant and equipment that will be replaced to realizable
value.
(k) This entry adjusts intangibles for the excess of the estimated purchase
price over net assets  acquired.  The aggregate  purchase price is approximately
$514 million.  Presented below is a preliminary allocation of the purchase price
as if the ICN  Acquisition  occurred  on  September  30, 1996 (in  thousands  of
dollars).

                  Tangible Assets Acquired             $        94,539
                  Intangible Assets Acquired                   136,366
                  Liabilities Assumed                          (11,098)
                  Ownership Percentage Adjustment -
                     Minority Interests                         (6,778)
                                                       ----------------
                  Net Assets Acquired                          213,029
                  Estimated Purchase Price                     513,686
                                                        ---------------
                  Intangibles                          $       300,657
                                                         ===============

     (l) This  entry  reflects  the  recording  of  deferred  income  tax assets
acquired by the Company in the ICN  Acquisition.  The deferred income tax assets
were primarily  generated by the operating losses of the Acquired  Companies and
represent  future tax benefits to the extent that  realization  of such benefits
are more likely than not. The balance recorded includes a valuation allowance in
the amount of  $5,010,000  established  for the portion of  deferred  income tax
assets not expected to be realized.

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

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

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

EARNINGS PER SHARE

     (p) Net Income per Share for the nine months ended  September  30, 1996 was
computed  using  weighted  average shares  outstanding,  including  common stock
equivalents,  and assumes the 6,500,000 shares of Company Common Stock issued in
connection with the ICN Acquisition had been outstanding  since the beginning of
the period.
Independent Cellular Network, Inc. and Affiliates

                                                  Combined Balance Sheets
                                                   (Thousands of Dollars)

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

                        ASSETS
                        ------
CURRENT ASSETS
   Cash and cash equivalents                    $    7,458        $      2,370
   Accounts receivable, less allowance
       of $321 and $683                             12,692               9,796
   Due from affiliates                              45,398              29,903
   Cellular telephone inventory                      1,382               2,665
   Other                                               191                 365
                                                 ----------        ------------
         Total current assets                       67,121             45,099
                                                 ----------        ------------
   Property and equipment                           88,557              86,973
   Less: Accumulated depreciation                  (44,692)            (38,079)
                                                 ----------        ------------
   Property and equipment, net                      43,865              48,894
                                                 ----------        ------------
   Licenses, net of accumulated amortization
       of $49,349 and $39,140                      131,376             141,586
   Non compete agreements, net of accumulated
       amortization of $20,010 and $15,991           4,990               9,009
   Deferred costs, net of accumulated
       amortization of $257 and $154                   961                 985
   Investment in unconsolidated
      cellular partnerships                          1,781               1,834
                                                 ----------        ------------
         Total other assets                        139,108             153,414
                                                 ----------        ------------
         Total assets                           $  250,094        $    247,407
                                                 ==========        ============

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

CURRENT LIABILITIES
   Accounts payable                              $    4,543        $      7,554
   Accrued expenses                                  17,207               9,803
   Due to affiliates                                  1,194                 882
   Customer deposits                                    505                 384
                                                 ----------        ------------
         Total current liabilities                   23,449              18,623
                                                 ----------        ------------
LONG TERM DEBT                                      325,466             311,131
                                                 ----------        ------------
MINORITY INTEREST                                     7,061               5,684
                                                 ----------        ------------
SHAREHOLDERS' AND PARTNERS' EQUITY (DEFICIT)
   Common stock, no par value; 2,000 shares author-
       ized; 1,000 shares issued and outstanding        100                 100
   Preferred stock, no par value; 2,000 shares
       authorized; 1,000 shares issued and
       outstanding                                   14,900              14,900
   Accumulated deficit                              (69,647)            (69,147)
   Partners' equity (deficit)                       (51,235)            (33,884)
                                                  ----------        ------------
         Total shareholders' and partners'
           equity (deficit)                        (105,882)            (88,031)
                                                  ----------        ------------
         Total liabilities and shareholders'
           and partners' equity (deficit)        $  250,094       $     247,407
                                                 ==========       =============

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

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

                                                Nine Months Ended September 30,
                                               --------------------------------
                                                        1996           1995
                                                    ----------     ----------
OPERATING REVENUES

   Cellular service revenues                        $   50,201     $   43,558
   Equipment sales                                       2,982          2,578
                                                    ----------    -----------
       Total operating revenues                         53,183         46,136
                                                    ----------     ----------
 OPERATING EXPENSES

   Cost of service                                       5,957          6,631
   Cost of equipment sales                               6,673          5,554
   Other operations expenses                             2,174          2,091
   Selling, general, administrative
       and other expenses                               14,127         12,981
   Depreciation and amortization                        21,385         24,544
                                                    ----------     ----------
         Total operating expenses                       50,316         51,801
                                                    ----------     ----------

 Operating Income (Loss)                                 2,867         (5,665)
   Interest income                                       2,256            277
   Interest expense                                    (21,948)       (20,674)
   Equity in net income of uncon-
       solidated cellular partnerships                     352            703
   Minority interest in net income
       of consolidated entities                         (1,377)         (837)
                                                     ----------     ----------
 Loss before income taxes                              (17,850)       (26,196)

 Income tax expense                                          -              -
                                                     ----------     ----------
         NET LOSS                                   $  (17,850)    $  (26,196)
                                                     ==========     ==========

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

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

                                                Nine Months Ended September 30,
                                                -------------------------------
                                                     1996           1995
                                                  ----------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                         $  (17,850)    $  (26,196)
 Adjustments to reconcile net loss to
  net cash provided by operating activities:
    Depreciation and amortization                     21,385         24,544
    Interest capitalized as long term debt             7,249         13,891
    Minority interest, net                             1,377            837
    Equity in net income of unconsolidated
      cellular partnerships, net                        (423)          (703)
 Changes in assets and liabilities:
    Accounts receivable and due from
        affiliates                                   (18,391)       (13,020)
    Cellular telephone inventory                       1,283           (676)
    Other current assets                                 174             (5)
    Accounts payable and due to affiliates            (2,223)         3,917
    Accrued expenses                                  14,491            102
    Customer deposits                                    121             56
                                                   ----------     ----------
    Net cash provided by
        operating activities                          7,193           2,757
                                                   ----------     ----------
 CASH FLOWS FROM INVESTING ACTIVITIES

 Acquisition of property and equipment, net           (2,026)        (3,720)
 Other                                                   (79)             8
 Proceeds from exchange of assets                          -          2,376
                                                   ----------     ----------
    Net cash used by investing activities             (2,105)        (1,336)
                                                   ----------     ----------
 CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from debt                                        -         (1,405)
 Payments of debt                                          -              -
                                                  ----------     ----------
    Net cash used by
        financing activities                               -          1,405)
                                                  ----------     ----------
 NET INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS                               5,088            (16)

 CASH AND CASH EQUIVALENTS,
    beginning of period                                2,370          1,878
                                                  ----------     ----------
 CASH AND CASH EQUIVALENTS,
    end of period                                 $    7,458     $    1,894
                                                  ==========     ==========
 SUPPLEMENTAL DISCLOSURES OF CASH
    FLOW INFORMATION

 Cash paid during the period for interest         $      518     $     (365)
                                                  ==========     ==========
 Prior year accrued interest capitalized
   as long-term debt                              $    7,087     $    9,912
                                                  ==========     ==========

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

        Notes to Unaudited Combined Financial Statements

Note 1.      Basis of Combination and Presentation

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

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

             The unaudited combined  financial  statements have been prepared in
             conformity with generally  accepted  accounting  principles and are
             presented  in  accordance  with the  rules and  regulations  of the
             Securities and Exchange Commission  applicable to interim financial
             information.  In the  Companies'  opinion,  the unaudited  combined
             financial  statements include all adjustments  necessary to present
             fairly the  financial  position and results of  operations  for the
             interim  periods  presented.  All such  adjustments are of a normal
             recurring  nature.  These  financial  statements  should be read in
             conjunction with the combined financial  statements,  including the
             notes thereto, for the fiscal year ended December 31, 1995.

Note 2.      Sale of Assets

             The  Companies  have entered into an Exchange and Merger  Agreement
             dated May 31, 1996 with 360 Communications  Company for the sale of
             all  the  assets  and  rights  related  to the  Companies  cellular
             telephone  systems  and related  business  in all their  collective
             markets. The transaction,  valued at approximately $514 million, 
             closed on November 1, 1996.
SIGNATURE

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

                           360 Communications Company

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

Date: January 24,1997