SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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


                                    FORM 8-K

                                 CURRENT REPORT

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





                                 March 17, 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)








Item 7.  Financial Statements and Exhibits.

               (c)  Exhibits.

               1.1  Underwriting Agreement dated as of March 12, 1997.

               4.6  Indenture dated as of March 1, 1997 from 360  Communications
                    Company to Citibank, N.A, as trustee.

               4.7  360 Communications Company's 7.60% Senior Note Due 2009.




                                       2





                                    SIGNATURE


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


                                        360 COMMUNICATIONS COMPANY


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



Date: March 17, 1997


                                       3





                                  EXHIBIT INDEX




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

          1.1       Underwriting Agreement dated as of March 12, 1997.

          4.6       Indenture dated as of March 1, 1997 from 360  Communications
                    Company to Citibank, N.A, as trustee.

          4.7       360 Communications Company's 7.60% Senior Note Due 2009.





                                       4