


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                           ---------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

          Check if an application to determine eligibility of a Trustee
                       pursuant to Section 305 (b)(2) ____

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

                                 CITIBANK, N.A.
               (Exact name of trustee as specified in its charter)

                                                       13-5266470
                                                       (I.R.S. employer
                                                       identification no.)

399 Park Avenue, New York, New York                  10043
(Address of principal executive office)            (Zip Code)
                             -----------------------

                       360(degree) Communications Company
               (Exact name of obligor as specified in its charter)

Delaware                                                 47-0649117
(State or other jurisdiction of                          (I.R.S. employer
incorporation or organization)                           identification no.)

         8725 W. Higgins Road
         Chicago, Illinois                            60631-2702
(Address of principal executive offices)            (Zip Code)

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

                                 Debt Securities
                       (Title of the indenture securities)


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Item 1.  General Information.

                  Furnish the following information as to the trustee:

     (a) Name and address of each examining or supervising authority to which it
is subject.

                  Name                                        Address
                  Comptroller of the Currency                 Washington, D.C.

                  Federal Reserve Bank of New York            New York, NY
                  33 Liberty Street
                  New York, NY

                  Federal Deposit Insurance Corporation       Washington, D.C.

         (b)      Whether it is authorized to exercise corporate trust powers.

                  Yes.

Item 2.  Affiliations with Obligor.

                  If the obligor is an affiliate of the trustee,  describe  each
such affiliation.

                           None.

Item 16. List of Exhibits.

                  List below all exhibits  filed as a part of this  Statement of
Eligibility.

     Exhibits identified in parentheses below, on file with the Commission,  are
incorporated herein by reference as exhibits hereto.

     Exhibit 1 - Copy of  Articles  of  Association  of the  Trustee,  as now in
effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)

     Exhibit 2 - Copy of  certificate  of  authority  of the Trustee to commence
business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577).

     Exhibit 3 - Copy of  authorization  of the  Trustee to  exercise  corporate
trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)

     Exhibit 4 - Copy of existing  By-Laws of the Trustee.  (Exhibit 4 to T-1 to
Registration Statement No. 33-34988)

     Exhibit 5 - Not applicable.


     Exhibit 6 - The  consent of the Trustee  required by Section  321(b) of the
Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No.
33-19227.)

     Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of
September 30, 1996 - attached)

     Exhibit 8 - Not applicable.

     Exhibit 9 - Not applicable.

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


                                   SIGNATURE

         Pursuant to the  requirements  of the Trust  Indenture Act of 1939, the
Trustee,  Citibank,  N.A., a national banking association organized and existing
under the laws of the United States of America,  has duly caused this  statement
of  eligibility  to be signed on its behalf by the  undersigned,  thereunto duly
authorized, all in The City of New York and State of New York, on the 4th day of
February, 1997.



                                 CITIBANK, N.A.

                                 By /s/ Carol Ng
                                    Carol Ng
                                    Vice President

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