

<PAGE>

As filed with the Securities and Exchange Commission on February 7, 1997

                                                          Registration No. 333-

                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                                FORM S-3
                         REGISTRATION STATEMENT
                                  Under
                       The Securities Act of 1933

                  360(degree) Communications Company
         (Exact name of registrant 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
                                (773) 399-2500
(Address,  including  zip code and  telephone  number,  including  area  code of
registrant's principal executive offices)

                           Kevin C. Gallagher, Esq.
            Senior Vice President, General Counsel and Secretary
                             8725 W. Higgins Road
                          Chicago, Illinois 60631-2702
                                (773) 399-2500
        (Name, address,  including zip code and telephone number, including area
    code, of agent for service)
Approximate  date of  commencement  of proposed
    sale to the  public:  From  time to time  after the  effective  date of this
Registration Statement as determined by market conditions.
    If the only  securities  being  registered  on this form are  being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box.|_|
    If any of the securities  being registered on this form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.|X|
    If this form is filed to  register  additional  securities  for an  offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering.|_|
    If this form is a  post-effective  amendment  filed  pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering.|_|
    If delivery of the  prospectus  is expected to be made pursuant to Rule 434,
       please check the following box.|_|

<TABLE>
<CAPTION>


                     CALCULATION OF REGISTRATION FEE

<S>                                             <C>              <C>                    <C>                     <C>    
                                                                      Proposed               Proposed
                                                     Amount           Maximum                Maximum              Amount of
    Title of Each Class of Securities                to be        Offering Price             Aggregate          Registration
        to be Registered                         Registered(1)      per Unit(2)         Offering Price(2)           Fee

Debt Securities and Warrants to Purchase
Debt Securities. . . . . . . . . . . . . . . . ..$500,000,000         100%                $500,000,000          $151,516
</TABLE>

(1) If any Debt  Securities  are  issued at an  original  issue  discount,  such
    greater  amount as shall result in an aggregate  initial  offering  price of
    $500,000,000.
(2) Exclusive of accrued interest, if any.  Estimated solely for the purpose of
    calculating the registration fee pursuant to Rule 457.

    The  registrant  hereby amends this  Registration  Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further  amendment  which  specifically  states  that  this  Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the Securities  Act of 1933, as amended,  or until this  Registration  Statement
shall become  effective on such date as the Commission,  acting pursuant to said
Section 8(a), may determine.





<PAGE>




                    SUBJECT TO COMPLETION, DATED FEBRUARY 7, 1997

PROSPECTUS


                      360(degree) Communications Company

                             Debt Securities
                     Warrants to Purchase Debt Securities



        360(degree) Communications Company (the"Company") may offer from time to
time its  unsecured  senior  debt  securities  (the  "Debt  Securities")  and/or
warrants (the  "Warrants") to purchase Debt Securities at prices and on terms to
be determined when an agreement to sell is made or at the time or times of sale,
as the case may be. The Debt  Securities  and the Warrants  offered  pursuant to
this  Prospectus  may be issued in one or more series or issuances,  as the case
may be,  and the  aggregate  initial  offering  price  thereof  will not  exceed
$500,000,000.  The Debt Securities and the Warrants are collectively referred to
herein as the "Securities."

        This  Prospectus  will be  supplemented  by an  accompanying  prospectus
supplement or supplements ("Prospectus  Supplement") that will set forth, in the
case of any Debt  Securities  for  which  this  Prospectus  is  being  delivered
("Offered Debt  Securities"),  the form in which such Debt  Securities are to be
issued and the designation  thereof,  the aggregate  principal  amount,  rate or
rates (or method of  calculation  thereof)  and times of  payment  of  interest,
maturity or maturities,  the purchase price or prices and initial offering price
or prices, redemption or repurchase provisions, if any, and other specific terms
of such  Debt  Securities  and,  in the  case of any  Warrants  for  which  this
Prospectus is being delivered  ("Offered  Warrants"),  a description of the Debt
Securities for which each such Warrant is exercisable and the offering price, if
any,  exercise price,  duration,  detachability and other specific items of such
Warrants.  See  "Description of Debt  Securities" and  "Description of Warrants"
herein.


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
    EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
        SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
           COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
               THIS PROSPECTUS. ANY REPRESENTATION TO THE
                     CONTRARY IS A CRIMINAL OFFENSE.


        The Company may sell the Securities to or through underwriters,  dealers
or agents, or directly to one or more purchasers. The Prospectus Supplement will
set  forth  the  names  of  underwriters  or  agents,  if  any,  any  applicable
commissions or discounts and the net proceeds to the Company from any such sale.
See  "Plan  of  Distribution"  for  possible  indemnification  arrangements  for
underwriters, dealers and agents.


                   The date of this Prospectus is         , 1997.



                                        1

<PAGE>





Information  herein is  subject  to  completion  or  amendment.  A  registration
statement  relating to these  securities  has been filed with the Securities and
Exchange  Commission.  These securities may not be sold nor may offers to buy be
accepted prior to the time the registration  statement becomes  effective.  This
prospectus shall not constitute an offer to sell or the solicitation of an offer
to buy nor  shall  there be any sale of these  securities  in any State in which
such offer,  solicitation  or sale would be unlawful  prior to  registration  or
qualification under the securities laws of any such State.


                                        2

<PAGE>





                        AVAILABLE INFORMATION

        The  Company  is  subject  to  the  informational  requirements  of  the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange  Commission  (the  "Commission").  The  Registration
Statement  of  which  this  Prospectus  is a part,  as well  as  reports,  proxy
statements  and  other  information  filed by the  Company  with the  Commission
pursuant to the informational requirements of the Exchange Act, may be inspected
and copied at the public  reference  facilities  maintained by the Commission at
450 Fifth Street N.W.,  Washington,  D.C. 20549,  and at the following  Regional
Offices of the  Commission:  Northeast  Regional  Office,  7 World Trade Center,
Suite 1300,  New York, New York 10048;  and Midwest  Regional  Office,  Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago,  Illinois 60661. Copies of
such  material  may  be  obtained  from  the  Public  Reference  Section  of the
Commission at 450 Fifth Street N.W., Washington, D.C. 20549 at prescribed rates.
Such material may also be accessed  electronically  by means of the Commission's
Web site  maintained  on the  Internet at  http://www.sec.gov.  Such reports and
other information concerning the Company can also be inspected at the offices of
the New York Stock  Exchange,  Inc., 20 Broad Street,  New York, New York 10005;
The Chicago Stock Exchange,  Incorporated,  440 South LaSalle  Street,  Chicago,
Illinois 60605;  and The Pacific Stock Exchange  Incorporated,  301 Pine Street,
San Francisco, California 94104.


               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The  following  documents  have  been  filed  by the  Company  with  the
Commission  pursuant to the Exchange Act and are hereby  incorporated  herein by
reference and made a part of this Prospectus:

        (a) The  Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, as amended and supplemented by Form 10-K/A thereto filed with
the Commission on April 15, 1996.

        (b) The  Company's  Quarterly  Reports  on Form  10-Q for the  quarterly
periods ended March 31, 1996, June 30, 1996 and September 30, 1996.

        (c) The  Company's  Current  Reports on Form 8-K dated  March 26,  1996,
April 23, 1996,  July 16, 1996,  October 15, 1996,  November 1, 1996 and January
24, 1997.

        All  documents  filed by the  Company  with the  Commission  pursuant to
Section 13(a),  13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Prospectus and prior to the  termination of the offering of the Securities
shall be deemed to be  incorporated  by reference in this Prospectus and to be a
part hereof from the date of filing such documents. Any statement contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or  superseded  for  purposes  of this  Prospectus  to the
extent that a statement  contained herein or in any subsequently  filed document
which is deemed to be  incorporated  by reference  herein modifies or supersedes
such  statement.  Any statement so modified or  superseded  shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

        The Company will provide  without  charge to each person,  including any
beneficial  owner, to whom a copy of this Prospectus is delivered,  upon written
or oral request of such person,  a copy of any or all of the documents  referred
to above which have been or may be  incorporated by reference in this Prospectus
(not  including  the  exhibits  to such  documents,  unless  such  exhibits  are
specifically  incorporated  by reference in such  documents).  Requests for such
documents  should be directed to  360(degree)  Communications  Company,  8725 W.
Higgins Road,  Chicago,  Illinois  60631-2702,  Attention:  Investor  Relations,
telephone (773) 399-2500.


                                        2

<PAGE>





                                THE COMPANY

        The  Company  is  one of  the  leading  and  most  established  wireless
communications  companies in the United  States.  As of December  31, 1996,  the
Company served  approximately 2 million customers in more than 100 markets in 16
states.  The Company's  interests in these markets represent  approximately 24.2
million Net POPs as of December 31, 1996.  The Company also owns, as of December
31,  1996,  minority  interests  in 53  additional  cellular  telephone  markets
representing  approximately  4.4 million Net POPs,  including markets located in
New York, New York; Chicago, Illinois; Houston, Texas; and Orlando, Florida. The
Company sells and markets wireless voice and data services and related products,
as well as residential  long distance  service,  through a distribution  network
consisting of  nationally  recognized  and local  dealers,  full service  retail
stores and a direct sales force.  "Net POPs" refers to the estimated  population
with respect to a given service area multiplied by the percentage  interest that
the Company owns in the entity licensed by the Federal Communications Commission
to operate a cellular communications system within that service area.

        The Company was incorporated  under the laws of the State of Delaware in
1982. In March 1993, Centel  Corporation,  then the Company's  immediate parent,
merged with a  wholly-owned  subsidiary  of Sprint  Corporation  ("Sprint").  In
February 1996, the Company,  then known as Sprint Cellular Company,  changed its
name to 360(degree)  Communications  Company. On March 7, 1996, Sprint completed
the  spin-off  of  the  Company  through  a  pro  rata  distribution  to  Sprint
shareholders of all of the Common Stock of the Company.

        The Company's principal executive offices are located at 8725 W. Higgins
Road, Chicago, Illinois 60631-2702, and its telephone number is (773) 399-2500.


                             USE OF PROCEEDS

        Unless otherwise indicated in an accompanying Prospectus Supplement, the
net proceeds to be received by the Company from the sale of the Securities  will
be available for general  corporate  purposes of the Company and may be used for
the repayment of short-term  debt and borrowings  under the Company's  revolving
credit facility and for the funding of future acquisitions, capital expenditures
and working capital requirements.


                  RATIO OF EARNINGS TO FIXED CHARGES

        The  following  table sets forth the ratio of earnings to fixed  charges
for the Company and its subsidiaries for the periods indicated:

                          Nine Months
                            Ended
                         September 30,        Years Ended December 31,
                            1996        1995    1994    1993    1992   1991
Ratio of Earnings to
Fixed Charges(1):           2.23        1.32     --      --      --     --
----------

     (1) The ratio of earnings to fixed  charges have been  computed by dividing
fixed  charges into the sum of (a) income (loss)  before  cumulative  effects of
changes  in  accounting   principles,   less  capitalized  interest,   and  with
adjustments to appropriately reflect the Company's majority-owned, 50%-owned and
less-than-50%-owned  affiliates,  (b)income  taxes and (c) fixed charges.  Fixed
charges consist of interest on all  indebtedness  and the interest  component of
operating  rents,  with  adjustments  as  appropriate  to reflect the  Company's
50%-owned  affiliates.  For each of the four years in the period ended  December
31, 1994, the deficit of earnings to fixed charges was $8,912,000,  $60,217,000,
$94,819,000 and $77,607,000, respectively.

                                        3

<PAGE>




                      DESCRIPTION OF DEBT SECURITIES

        The Debt Securities will constitute  senior unsecured debt securities of
the  Company  and will be issued  under an  Indenture  (the  "Indenture")  to be
entered into between the Company and Citibank, N.A., as trustee (the "Trustee").
A copy of the Indenture is filed as an exhibit to the Registration  Statement of
which this Prospectus is a part. The following  summaries of certain  provisions
of the  Indenture  do not  purport to be  complete  and are  qualified  in their
entirety by express  reference  to the  detailed  provisions  of the  Indenture,
including the  definitions  therein of certain terms.  References to article and
section  numbers  under this heading are to articles and section  numbers in the
Indenture.  Terms  used  under  this  heading  or in any  Prospectus  Supplement
relating to the Offered Debt Securities which are defined under this heading are
so defined solely with reference to the Offered Debt Securities.

General

        The  Indenture  does not limit the  aggregate  principal  amount of Debt
Securities  that can be issued  thereunder and provides that Debt  Securities of
any series may be issued  thereunder up to the aggregate  principal  amount that
may be  authorized  from  time to time by the  Company.  (Art.Three,  Sec.  301)
Although the Indenture does not expressly limit the aggregate  principal  amount
of Debt  Securities  that  can be  issued  thereunder,  the  Indenture  contains
provisions  that  limit  the  amount  of  indebtedness,  including  indebtedness
evidenced  by the Debt  Securities,  that may be incurred by the Company and its
subsidiaries. See "Certain Covenants -- Limitation on Indebtedness" below.

        Reference  is  made  to the  applicable  Prospectus  Supplement  for the
following terms of the Offered Debt Securities (among others):  (i) the title of
such  Offered  Debt  Securities;  (ii) the  limit,  if any,  upon the  aggregate
principal  amount of such Offered Debt Securities that may be issued;  (iii) the
rate or rates,  or the method of  determination  thereof,  at which such Offered
Debt  Securities  will bear  interest,  if any, and the date or dates from which
such  interest  shall  accrue;  (iv) the dates on which  such  interest  will be
payable (each, an "Interest  Payment Date") and the regular record dates for the
interest payable on such Interest Payment Dates; (v) the obligation,  if any, of
the Company to redeem or purchase such Offered Debt  Securities  pursuant to any
sinking fund or analogous  provisions or at the option of the holder thereof and
the  periods  within  which or the dates on which,  the  prices at which and the
terms and conditions upon which such Offered Debt Securities will be redeemed or
purchased,  in whole or in part, pursuant to such obligations;  (vi) the periods
within  which or the  dates on  which,  the  prices  at which  and the terms and
conditions upon which such Offered Debt  Securities may be redeemed,  if any, in
whole  or  in  part,  at  the  option  of  the  Company;  (vii)  if  other  than
denominations of $1,000 and any integral multiple thereof,  the denominations in
which such Offered Debt Securities will be issuable; (viii) whether such Offered
Debt  Securities are to be issued in whole or in part in the form of one or more
global Debt  Securities  and, if so, the  identity  of the  depositary  for such
global Debt Securities; and (ix) any other terms of such Offered Debt Securities
not inconsistent with the provisions of the Indenture.

        Except for the limitations  discussed below under "Certain  Covenants --
Limitation on Indebtedness" and "Certain  Covenants -- Limitation on Liens," the
Indenture  does not contain any  covenants or other  provisions  that may afford
holders  of the Debt  Securities  special  protection  in the  event of a highly
leveraged transaction.

Ranking

        The Debt Securities will be senior unsecured obligations of the Company,
will  rank  pari  passu  in right  of  payment  with  all  existing  and  future
unsubordinated,  unsecured indebtedness of the Company ("Senior  Indebtedness"),
including  indebtedness  under the 1996  Indenture  (as  defined  below) and the
Credit  Facility (as defined  below),  and will be senior in right of payment to
all future subordinated  indebtedness of the Company.  (Art. Three, Sec. 301) As
of December 31, 1996, $900 million of the Company's senior notes issued under an
Indenture (the "1996  Indenture")  dated as of March 7, 1996 between the Company
and Citibank,  N.A., as Trustee, were outstanding and approximately $680 million
in borrowings were  outstanding  under the Amended and Restated Credit Agreement
(the"Credit  Facility")  dated as of October  31,  1996 among the  Company and a
number of banks and institutional lenders. As of December 31, 1996, $122 million
in aggregate  principal amount of debt  subordinated to the Senior  Indebtedness
was  outstanding.   Such   subordinated  debt  is  evidenced  by  the  Company's
subordinated non-negotiable promissory notes (the "Subordinated Notes").


                                        4

<PAGE>




        All  existing  and  future  indebtedness  and other  liabilities  of the
Company's subsidiaries,  however, will be effectively senior in right of payment
to the Debt  Securities.  Claims of  creditors  of the  Company's  subsidiaries,
including  trade  creditors,  will generally have a priority as to the assets of
such  subsidiaries  over  the  claims  of the  Company  and the  holders  of the
Company's  indebtedness,  including the Debt  Securities.  Under the  Indenture,
indebtedness may be incurred, subject to certain limitations, by subsidiaries of
the Company. See "Certain Covenants -- Limitation on Indebtedness" below.

        The Debt  Securities  will be  obligations  exclusively  of the Company.
Since the operations of the Company are primarily conducted through subsidiaries
of the  Company,  the cash flow and the  consequent  ability  to  service  debt,
including the Debt  Securities,  of the Company is primarily  dependent upon the
earnings of such subsidiaries and the distribution of those earnings to, or upon
loans or other  payments  of funds by, such  subsidiaries  to the  Company.  The
payment of dividends  and the making of loans and advances to the Company by its
subsidiaries  may be subject  to  statutory  or  contractual  restrictions,  are
dependent  upon the  earnings  of such  subsidiaries  and are subject to various
business considerations.

Payment of Debt Securities; Transfers; Exchanges

        Except  as may be  provided  in the  applicable  Prospectus  Supplement,
interest, if any, on each Offered Debt Security payable on each Interest Payment
Date will be paid by check mailed to the person in whose name such Debt Security
is registered (the registered  holder of any Debt Security being herein called a
"Holder")  as of the close of business on the  regular  record date  relating to
such Interest Payment Date; provided, however, that interest payable at maturity
(whether  at  stated  maturity,   upon  redemption  or  otherwise,   hereinafter
"Maturity")  will be paid to the person to whom principal is paid.  However,  if
there has been a default in the payment of interest on any Debt  Security,  such
defaulted  interest may be payable to the Holder of such Debt Security as of the
close of  business  on a date  selected by the Trustee not more than 15 days and
not less than 10 days prior to the date  proposed  by the Company for payment of
such defaulted interest.

        Principal of and  premium,  if any,  and  interest,  if any, on the Debt
Securities at Maturity will be payable upon  presentation of the Debt Securities
at the principal  corporate  trust office of the Trustee in New York,  New York.
The Company may change the place of payment on the Debt Securities,  may appoint
one or more paying  agents  (including  the  Company)  and may remove any paying
agent, all in its discretion. The applicable Prospectus Supplement will identify
any new place of payment and any paying agent  appointed,  and will disclose the
removal  of any  paying  agent  effected,  prior to the date of such  Prospectus
Supplement.

        The transfer of Debt  Securities may be registered  and Debt  Securities
may be exchanged for other Debt  Securities of authorized  denominations  and of
like tenor and aggregate  principal  amount,  at the principal  corporate  trust
office of the  Trustee in New York,  New York.  The Company may change the place
for  registration  of transfer of the Debt  Securities,  may appoint one or more
additional  security  registrars or transfer agents  (including the Company) and
may remove any  security  registrar  or  transfer  agent  appointed,  all in its
discretion. The applicable Prospectus Supplement will identify any new place for
registration of transfer and any additional security registrar or transfer agent
appointed,  and will disclose the removal of any security  registrar or transfer
agent  effected,  prior to the date of such  Prospectus  Supplement.  No service
charge will be made for any transfer or exchange of the Debt Securities, but the
Company  may  require  payment  of a sum  sufficient  to cover  any tax or other
governmental charge payable in connection therewith.  (Art. Three, Sec. 305) The
Company will not be required (a) to issue,  register the transfer of or exchange
Debt  Securities  during a period  of 15 days  prior to  giving  any  notice  of
redemption  or (b) to issue,  register  the  transfer  of or  exchange  any Debt
Security  selected for  redemption  in whole or in part,  except the  unredeemed
portion of any Debt Security being redeemed in part.



                                        5

<PAGE>



Purchase at the Option of Holders Upon a Change of Control

        Upon the occurrence of a Change of Control  Triggering Event (as defined
below),  each Holder of Debt  Securities of any series subject to such Change of
Control Triggering Event shall have the right to require the Company to purchase
all or any part  (equal to  $1,000  or an  integral  multiple  thereof)  of such
Holder's Debt  Securities  pursuant to the offer described below (the "Change of
Control  Offer")  at a  purchase  price  equal to 101% of the  principal  amount
thereof,  plus accrued and unpaid interest thereon, if any, to the purchase date
(the "Change of Control Purchase Price"). Without the appropriate consent of the
Holders of the Debt Securities of such series, neither the Board of Directors of
the Company nor the Trustee may waive the provisions of the Indenture  requiring
the  Company  to make a  Change  of  Control  Offer  upon a  Change  of  Control
Triggering Event with respect to the Debt Securities of such series.  (Art. Ten,
Sec. 1001)

        Within 30 days  following any Change of Control  Triggering  Event,  the
Company  shall (i) cause a notice of the Change of  Control  Offer to be sent at
least once to the Dow Jones News Service or similar business news service in the
United  States  and (ii) mail a notice to the  Trustee  and each  Holder of Debt
Securities  of any series  subject to such  Changeof  Control  Triggering  Event
stating (1) that a Change of Control  Triggering Event has occurred and a Change
of  Control  Offer is being  made  pursuant  to the  covenant  in the  Indenture
entitled  "Repurchase  of  Securities  at Option of the Holder  Upon a Change of
Control" and that all Debt  Securities  of such series  timely  tendered will be
accepted for payment;  (2) the purchase price and the purchase date, which shall
be,  subject to any contrary  requirement  of applicable  law, a business day no
earlier  than 30 days nor later than 60 days from the date such notice is mailed
(the  "Change of Control  Payment  Date");  (3) that any Debt  Security  of such
series (or portion thereof) accepted for payment (and duly paid on the Change of
Control  Payment  Date)  pursuant to the Change of Control  Offer shall cease to
accrue  interest  after the Change of Control  Payment  Date;  (4) that any Debt
Securities  of such series (or portions  thereof) not tendered  will continue to
accrue   interest;   (5)  a  description  of  the  transaction  or  transactions
constituting the Change of Control Triggering Event; and (6) the procedures that
Holders of Debt  Securities  of such series must follow in order to tender their
Debt  Securities  (or  portions  thereof)  for payment and the  procedures  that
Holders of Debt  Securities  of such  series must follow in order to withdraw an
election to tender their Debt Securities (or portions thereof) for payment.
(Art. Ten, Sec. 1001)

        Under the Indenture,  a "Change of Control  Triggering Event" is defined
as the  occurrence  of both a Change of Control (as defined  below) and a Rating
Decline (as defined  below) with respect to the Debt  Securities  of any series.
"Change of Control" is defined as the occurrence of any of the following events:
(i) any "person" or "group"  (within the meaning of Sections  13(d) and 14(d) of
the Exchange Act (provided  that a group formed solely for the purpose of voting
securities  shall not be deemed to be a group for purposes of this  definition))
is or  becomes  the  "beneficial  owner" (as  defined  in Rule  13d-3  under the
Exchange Act), directly or indirectly,  of 35% or more of the total voting power
of the fully  diluted  Voting  Stock  (defined as all  classes of capital  stock
normally  entitled to vote in the election of  directors)  of the Company;  (ii)
during any period of two consecutive years,  individuals who at the beginning of
such period constituted the Board of Directors of the Company (together with new
directors  whose  election  by the Board of  Directors  of the  Company or whose
nomination  for  election by the  shareholders  of the Company was approved by a
vote of 66 2/3% of the  directors  of the Company  then still in office who were
either directors at the beginning of such period or whose election or nomination
for election was  previously  so approved)  cease for any reason to constitute a
majority  of the Board of  Directors  of the Company  then in office;  (iii) the
Company consolidates or merges with or into any other Persons (as defined below)
or any other Person  consolidates or merges with or into the Company,  in either
case, other than a consolidation or merger (a) with a wholly-owned subsidiary of
the  Company  in  which  all of the  Voting  Stock  of the  Company  outstanding
immediately prior to the effectiveness  thereof is changed into or exchanged for
substantially  the same  consideration or (b) pursuant to a transaction in which
the  outstanding  Voting Stock of the Company is changed  into or exchanged  for
cash,  securities or other property with the effect that the "beneficial owners"
(as such term is used in Section 13(d) of the Exchange  Act) of the  outstanding
Voting Stock of the Company immediately prior to such transaction,  beneficially
own,  directly or  indirectly,  more than 50% of the total  voting  power of the
fully diluted Voting Stock of the surviving  corporation  immediately  following
such  transaction;  or (iv) the Company  sells,  conveys,  transfers  or leases,
directly or  indirectly,  all or  substantially  all of its assets to any Person
other than a wholly-owned subsidiary of the Company.  "Person" is defined as any
individual,  corporation,  company  (including any limited  liability  company),
partnership,  joint venture, trust, unincorporated organization or government or
any agency or political subdivision thereof.

        A "Rating  Decline" with respect to the Debt Securities of any series is
defined under the Indenture as the occurrence of the following on, or within


                                        6
<PAGE>




90 days after the date of public notice of the occurrence of a Change of Control
or of the  intention by the Company to effect a Change of Control  (which period
shall be extended so long as the rating  assigned to the Debt Securities of such
series is under publicly  announced  consideration for the possible downgrade by
any of Standard & Poor's Rating Group, a division of McGraw Hill, Inc.  ("S&P"),
Duffs & Phelps  Credit  Rating  Co.  ("Duff &  Phelps")  and  Moody's  Investors
Service,  Inc.  ("Moody's")  (or any successor to the  respective  rating agency
businesses thereof,  collectively, the "Rating Agencies")): (a) in the event the
Debt  Securities  of such series are  assigned an  Investment  Grade  Rating (as
defined  below) by at least two of the three Rating  Agencies on the Rating Date
(as defined below), the rating of the Debt Securities of such series by at least
two of the three Rating Agencies shall be below an Investment  Grade Rating;  or
(b) in the  event  the  Debt  Securities  of such  series  are  rated  below  an
Investment  Grade  Rating by at least two of the three  Rating  Agencies  on the
Rating Date, the rating of the Debt Securities of such series by at least two of
the  three  Rating  Agencies  shall  be  decreased  by  one or  more  gradations
(including  gradations  within  rating  categories  as  well as  between  rating
categories). "Investment Grade Rating" is defined as a rating equal to or higher
than Baa3 (or the  equivalent) by Moody's,  BBB- (or the  equivalent) by S&P and
BBB- (or the equivalent) by Duff & Phelps.  "Rating Date" is defined as the date
which is 90 days prior to the earlier of (i) a Change of Control and (ii) public
notice of the  occurrence of a Change of Control or the intention of the Company
to effect a Change of Control.

        The Company  will comply to the extent then  applicable  and required by
law with the  requirements  of Rule 14e-1 under the  Exchange  Act and any other
securities  laws and  regulations  thereunder in connection with the purchase of
Debt Securities in connection  with a Change of Control.  To the extent that the
provisions of any securities  laws or  regulations  conflict with the provisions
relating  to the Change of Control  Offer,  the  Company  will  comply  with the
applicable  securities  laws and  regulations  and will  not be  deemed  to have
breached its obligations described above by virtue thereof.
(Art. Ten, Sec. 1002)

        Except as described above with respect to a Change of Control Triggering
Event and except as may be set forth in the  applicable  Prospectus  Supplement,
the Holders of the Debt  Securities  of any series are not entitled to any other
rights to require the Company to purchase or redeem their Debt Securities in the
event of a takeover, recapitalization or similar restructuring.

        The 1996  Indenture  contains  change of  control  repayment  provisions
substantially  identical to those contained in the Indenture.  The occurrence of
certain  of the  events  that would  constitute  a Change of  Control  under the
Indenture and the 1996 Indenture would  constitute an event of default under the
Credit  Facility.  If the  Company is not able to obtain  requisite  consents or
waivers from the lenders under the Credit Facility, the Company may be unable to
fulfill its  repurchase  obligations  following  a Change of Control  Triggering
Event, thereby resulting in a default under the Indenture and the 1996 Indenture
and permitting the pursuit of remedies thereunder. Future Senior Indebtedness of
the  Company  may  also  contain  prohibitions  of  certain  events  that  would
constitute  a Change of  Control  or  require  such  Senior  Indebtedness  to be
repurchased upon a Change of Control.  Moreover,  the exercise by the Holders of
Debt  Securities  of any  series  of  their  right to  require  the  Company  to
repurchase  such  Debt  Securities  could  cause a  default  under  such  Senior
Indebtedness,  even if the Change of Control  Triggering  Event itself does not,
due to the  financial  effect  of such  repurchase  obligation  on the  Company.
Finally,  the Company's ability to pay cash to the Holders upon a repurchase may
be limited by the Company's then existing financial resources. In the event that
a Change  of  Control  Offer  occurs at a time  when the  Company  does not have
sufficient  available funds to pay the Change of Control  Purchase Price for all
Debt Securities  tendered  pursuant to such offer, or a time when the Company is
prohibited  from  purchasing  such Debt  Securities  (and the  Company is unable
either to obtain the consent of the holders of the relevant  indebtedness  or to
repay such  indebtedness),  an Event of Default (as defined  below)  would occur
under the Indenture.



                                        7

<PAGE>




Redemption

        Any terms for the  optional  or  mandatory  redemption  of Offered  Debt
Securities by the Company (other than as discussed  above under "Purchase at the
Option of Holders Upon a Change of Control") will be set forth in the applicable
Prospectus  Supplement.  Except as may  otherwise be provided in the  applicable
Prospectus  Supplement with respect to Offered Debt Securities redeemable at the
option of the Holder,  such Offered Debt Securities will be redeemable only upon
notice,  by mail,  not less than 30 or more than 60 days prior to the date fixed
for  redemption,  and if less than all of the  Offered  Debt  Securities  of any
series, or any tranche thereof, are to be redeemed,  the particular Offered Debt
Securities  will be  selected  by such  methods  as the  Trustee  deems fair and
appropriate. (Art. Four, Sec. 403 and 404)

Events of Default

        The following  constitute  "Events of Default"  under the Indenture with
respect to each series of Debt Securities outstanding thereunder:

             (a) failure to pay any interest on any Debt Security of such series
       within 30 days after the same become due and payable;

             (b) failure to pay the  principal  of, or  premium,  if any, on any
      Debt  Security  of such  series  when the same  becomes due and payable at
      maturity,  upon  acceleration,   optional  redemption,  required  purchase
      (including  purchases  described  above under  "Purchase  at the Option of
      Holders Upon a Change of Control") or otherwise;

             (c) failure to perform or breach of any covenant or warranty of the
      Company in the Indenture  described under "Certain Covenants" below for 30
      days after written notice to the Company by the Trustee, or to the Company
      and the Trustee by the Holders of at least 25% in principal  amount of the
      Debt Securities of such series outstanding under the Indenture as provided
      in the Indenture;

             (d) failure to perform or breach of any other  covenant or warranty
      of the Company in the Indenture  (other than a covenant or warranty of the
      Company in the  Indenture  solely for the benefit of one or more series of
      Debt Securities other than the Debt Securities of such series) for 60 days
      after written notice to the Company by the Trustee,  or to the Company and
      the Trustee by the Holders of at least 25% in principal amount of the Debt
      Securities of such series  outstanding  under the Indenture as provided in
      the Indenture;

             (e) failure of the Company or any Restricted Subsidiary to pay when
      due within any  applicable  grace  period  principal,  interest or premium
      aggregating  $25 million or more with respect to any  indebtedness  of the
      Company  or  any  Restricted  Subsidiary  (as  defined  below)  (including
      indebtedness  under the 1996  Indenture  and the Credit  Facility)  or the
      acceleration of any such indebtedness;

             (f) any final  judgment  or decree  for the  payment of money in an
      uninsured  aggregate  amount in excess of $25  million  shall be  rendered
      against the Company or any Restricted  Subsidiary and shall not be waived,
      satisfied or discharged for any period of 60 consecutive days during which
      a stay of enforcement shall not be in effect;

             (g) certain events of bankruptcy, insolvency or reorganization with
      respect to the Company or any Restricted Subsidiary; and

             (h) any other Event of Default specified with respect to Debt
      Securities of such series. (Art. Eight, Sec. 801)

        No Event of  Default  with  respect to the Debt  Securities  of a series
necessarily  constitutes an Event of Default with respect to the Debt Securities
of any other series issued under the Indenture. A "Default," with respect to the
Debt Securities of any series, is defined as any event which is, or after notice
or passage of time or both  would be, an Event of  Default  with  respect to the
Debt Securities of such series.


                                        8

<PAGE>




Remedies

        If an Event of Default  with  respect  to any series of Debt  Securities
occurs and is  continuing,  then  either the  Trustee or the Holders of not less
than 25% in principal  amount of the outstanding  Debt Securities of such series
may declare the principal  amount (or if the Debt  Securities of such series are
discount notes or similar Debt Securities,  such portion of the principal amount
of such Debt  Securities  as may be specified  in the terms  thereof) of all the
Debt  Securities  of such  series to be due and payable  immediately;  provided,
however,  that if an Event of Default  occurs and is continuing  with respect to
more than one series of Debt Securities,  the Trustee or the Holders of not less
than 25% in aggregate principal amount of the outstanding Debt Securities of all
such series,  considered as one class, may make such declaration of acceleration
and not the Holders of the Debt Securities of any one of such series.

        At any time after the  declaration of  acceleration  with respect to the
Debt  Securities of any series has been made and before a judgment or decree for
payment  of the money  due has been  obtained,  the  Event or Events of  Default
giving rise to such  declaration of acceleration  will,  without further act, be
deemed to have been waived,  and such  declaration  and its  consequences  will,
without further act, be deemed to have been rescinded and annulled, if:

             (a)  the Company has paid or deposited with the Trustee a sum
                  sufficient to pay:

                 (1) all overdue interest on all Debt Securities of such series;

                 (2)  the  principal  of  and  premium,  if  any,  on  any  Debt
              Securities of such series which have become due otherwise  than by
              such  declaration of acceleration and interest thereon at the rate
              or rates prescribed therefore in such Debt Securities;

                 (3)  interest  upon  overdue  interest  at the  rate  or  rates
              prescribed  therefor in such Debt  Securities,  to the extent that
              payment of such interest is lawful; and

                 (4) all amounts due to the Trustee under the Indenture; and

             (b)  any other Event or Events of Default with respect to the Debt
              Securities of such series, other than the nonpayment of the
              principal of the Debt Securities of such series which has become
              due solely by such declaration of acceleration, have been cured
              or waived as provided in the Indenture. (Art. Eight, Sec. 802)

     If an Event of Default  with respect to the Debt  Securities  of any series
occurs and is continuing,  the Holders of a majority in principal  amount of the
outstanding  Debt  Securities  of such  series will have the right to direct the
time,  method and place of conducting any proceeding for any remedy available to
the Trustee,  or exercising  any trust or power  conferred on the Trustee,  with
respect to the Debt  Securities of such series;  provided,  however,  that if an
Event of Default  occurs and is continuing  with respect to more than one series
of Debt Securities,  the Holders of a majority in aggregate  principal amount of
the  outstanding  Debt  Securities of all such series,  considered as one class,
will have the  right to make such  direction,  and not the  Holders  of the Debt
Securities of any one of such series.  (Art. Eight, Sec. 812) The Trustee is not
required  to  exercise  any of the  rights  and  powers  vested  in it under the
Indenture  at the request or  direction  of any Holder  unless such Holder shall
have offered to the Trustee reasonable  security or indemnity against the costs,
expenses and  liabilities  which might be incurred by it in compliance with such
request or direction.  (Art.  Nine,  Sec. 903) The right of a Holder of any Debt
Security of such series to institute a proceeding  with respect to the Indenture
is subject to certain  conditions  precedent,  but each  Holder has an  absolute
right to receive payment of principal and premium, if any, and interest, if any,
when due and to institute suit for the  enforcement  of any such payment.  (Art.
Eight,  Sec. 807 and 808) The  Indenture  provides that the Trustee is required,
within 90 days after the  occurrence of any Default  thereunder  with respect to
the Debt  Securities of a series,  to give the Holders of the Debt Securities of
such series notice of any Default known to it, unless cured or waived; provided,
however,  that, except in the case of a Default in the payment of principalof or
premium, if any, or interest, if any, on any Debt Securities of such series, the
Trustee may  withhold  such notice if the Trustee  determines  that it is in the
interest of such Holders to do so; and provided,  further, that in the case of a
default of the character specified above in clauses (c) and (d) under "Events of
Default," no such notice  shall be given to such Holders  until at least 75 days
after the occurrence thereof. (Art. Nine, Sec. 902)

                                        9

<PAGE>




        The  Company  will be  required  to furnish  annually  to the  Trustee a
statement  as to the  performance  by the Company of certain of its  obligations
under the Indenture and as to any default in such performance.
(Art. Six, Sec. 612)

Certain Covenants

     Set forth below are certain covenants contained in the Indenture. If at any
time (i) the ratings  assigned to the Debt  Securities of any series by at least
two of the three  Rating  Agencies  are  Investment  Grade  Ratings  and (ii) no
Default or Event of Default has occurred and is  continuing  under the Indenture
with respect to the Debt  Securities  of such  series,  then the Company and the
Restricted  Subsidiaries will no longer be subject at any time thereafter to the
provisions of the Indenture  with respect to the Debt  Securities of such series
described below under  "Limitation on  Indebtedness,"  "Limitation on Restricted
Payments,"   "Limitation  on  Asset  Sales,"   "Limitation  on  Restrictions  on
Distributions  from Restricted  Subsidiaries,"  "Limitation on Transactions with
Affiliates,"  clauses (i),  (iii) and (iv) of  "Designation  of  Restricted  and
Unrestricted Subsidiaries" and clause (d) of "Merger,  Consolidation and Sale of
Assets" (collectively, the "Terminating Covenants"). (Art. Six, Sec. 601)

        The 1996 Indenture  contains  covenants  substantially  identical to the
Terminating Covenants. Under the 1996 Indenture,  however, in the event that the
Company and the Restricted  Subsidiaries  are not subject to such covenants with
respect to the senior notes issued  thereunder as a result of the  occurrence of
the events described in the preceding paragraph, and, subsequently, at least two
of the three Rating  Agencies  withdraw  their  ratings or assign to such senior
notes a rating below an Investment Grade Rating, then, under the 1996 Indenture,
the Company and the Restricted  Subsidiaries will thereafter again be subject to
such covenants with respect to such senior notes. The Indenture does not contain
a similar provision with respect to the Debt Securities.

     Limitation on Indebtedness.  The Indenture  provides that the Company shall
not, and shall not permit any Restricted  Subsidiary to, directly or indirectly,
incur any  Indebtedness  (defined  as any  indebtedness,  secured or  unsecured,
contingent  or otherwise,  which is for borrowed  money) unless either (a) after
giving  effect  to the  incurrence  of such  Indebtedness  and the  receipt  and
application of the proceeds thereof, the Leverage Ratio (as defined below) would
not exceed 6.5 or (b) such  Indebtedness is Permitted  Indebtedness  (as defined
below). (Art. Six, Sec. 603)

     "Permitted  Indebtedness" is defined under the Indenture to include any and
all of the following:  (i) Indebtedness incurred pursuant to the Credit Facility
in an aggregate amount outstanding at any time not to exceed $800 million;  (ii)
Indebtedness  in respect of capital lease  obligations or capital  expenditures,
subject,  in  each  case,  to the  limits  set  forth  in the  Indenture;  (iii)
Indebtedness  evidenced by the senior notes issued under the 1996  Indenture and
Indebtedness  evidenced by the  Subordinated  Notes;  (iv)  Indebtedness  of the
Company  owing to and  held by a  wholly-owned  subsidiary  of the  Company  and
Indebtedness of a Restricted  Subsidiary owing to and held by the Company or any
wholly-owned subsidiary of the Company;  provided,  however, that any event that
results  in  any  such  wholly-owned  subsidiary  ceasing  to be a  wholly-owned
subsidiary of the Company or any  subsequent  transfer of any such  Indebtedness
(except to the Company or a  wholly-owned  subsidiary  of the Company)  shall be
deemed,  in each case, to constitute the incurrence of such  Indebtedness by the
issuer thereof;  (v) Indebtedness under interest rate swap agreements or similar
agreements  entered  into for the  purpose of limiting  interest  rate risks and
currency swap agreements entered into for non-speculative  purposes and designed
to hedge against fluctuations in foreign exchange rates incurred in the ordinary
course  of  business  and  consistent  with  prudent  business  practice;   (vi)
Indebtedness  in  connection  with one or more  standby  letters  of  credit  or
performance  bonds  issued in the  ordinary  course of  business  or pursuant to
self-insurance  obligations and not in connection with the borrowing of money or
the obtaining of advances or credit; (vii) Indebtedness  outstanding on December
31, 1996 not otherwise  described in clauses (i) through (vi) above;  and (viii)
certain permitted  refinancing  indebtedness incurred in respect of Indebtedness
incurred  pursuant  to clause (a) of the  immediately  preceding  paragraph  and
clauses (i), (ii), (iii) and (vii) above. (Art. Six, Sec. 603)

        Under the Indenture, "Leverage Ratio" is defined as the ratio of (i) the
outstanding  Indebtedness of the Company and the Restricted Subsidiaries divided
by (ii) the sum of the Pro Forma  EBITDA (as  defined  below) of the Company and
the  Restricted  Subsidiaries  for  the  most  recent  four  consecutive  fiscal
quarters.  "Pro  Forma  EBITDA,"  for any  period,  is defined as the EBITDA (as
defined below) of the Company and the Restricted Subsidiaries as determined on a
consolidated basis in accordance with generally accepted accounting  principles,
adjusted to reflect the acquisition or sale

                                       10

<PAGE>




of assets by the  Company  or any  Restricted  Subsidiary  during  such  period.
"EBITDA,"  for any period,  is defined as an amount  equal to (i) the sum of (a)
consolidated net income of the Company and the Restricted  Subsidiaries for such
period,  plus (b) the  provision  for taxes for such  period  based on income or
profits  to the  extent  such  income or  profits  were  included  in  computing
consolidated  net income and any provision  for taxes  utilized in computing net
loss under  clause (a) hereof,  plus (c)  consolidated  interest  expense of the
Company and the Restricted  Subsidiaries for such period,  plus (d) depreciation
for such period on a consolidated  basis,  plus (e)  amortization of intangibles
for such  period on a  consolidated  basis,  plus (f) any other  non-cash  items
reducing  consolidated net income for such period, minus (ii) all non-cash items
increasing consolidated net income for such period, all determined in accordance
with generally accepted accounting principles consistently applied.

        The  1996  Indenture   contains   provisions   limiting  the  amount  of
indebtedness that may be incurred by the Company and the Restricted Subsidiaries
that  are  substantially  identical  to those  contained  in the  Indenture.  In
addition,  the Credit Facility contains  covenants that restrict the Company and
the Restricted  Subsidiaries from incurring  additional debt (subject to certain
limits on dollar  amounts  and  maturities  and  except for  intercompany  debt,
subject to limitations, and debt incurred to hedge against interest rate risk or
foreign  exchange  fluctuations)  and require  the  Company to maintain  certain
maximum debt to EBITDA ratios and minimum EBITDA to interest ratios. While these
covenants,  as well as other covenants contained in the Credit Facility,  may be
more  restrictive  than  comparable  covenants  contained in the Indenture,  the
covenants  contained  in the Credit  Facility are for the benefit of the lenders
thereunder and are subject to amendment,  waiver or consent at the discretion of
such lenders.

        Limitation  on  Restricted  Payments.  The  Indenture  provides that the
Company shall not make, and shall not permit any Restricted  Subsidiary to make,
any Restricted  Payment (as described below) if at the time of, and after giving
effect to, such proposed Restricted  Payment,  (a) a Default or Event of Default
shall have occurred and be continuing;  (b) the Company could not incur at least
$1.00 of additional  Indebtedness  pursuant to clause (a) of the first paragraph
of "Limitation on  Indebtedness"  above; or (c) the aggregate amount of any such
Restricted  Payment and all other  Restricted  Payments made since March 7, 1996
would  exceed an  amount  equal to the sum of (i) the  excess of (A)  Cumulative
EBITDA  (defined as the cumulative  EBITDA of the Company from December 31, 1995
through  the  end of the  fiscal  quarter  immediately  preceding  the  date  of
determination)  over (B) the  product  of 1.5 and  Cumulative  Interest  Expense
(defined  as the  aggregate  consolidated  interest  expense  paid,  accrued  or
scheduled  to be paid by the Company  from  December 31, 1995 through the end of
the fiscal quarter  immediately  preceding the date of determination),  (ii) net
cash proceeds  received by the Company from the sale of its capital stock (other
than  redeemable  capital stock) after March 7, 1996,  (iii) the amount by which
Indebtedness  of the  Company  or any  Restricted  Subsidiary  is reduced on the
Company's  balance  sheet  upon the  conversion  or  exchange  (other  than by a
subsidiary)  subsequent to March 7, 1996 of any  Indebtedness  of the Company or
any Restricted  Subsidiary  convertible or exchangeable for capital stock (other
than  redeemable  capital  stock) of the Company (less the amount of any cash or
other  property  distributed by the Company or any  Restricted  Subsidiary  upon
conversion  or  exchange),  (iv)  an  amount  equal  to  the  net  reduction  in
Investments   (as  defined  below)  made  by  the  Company  and  the  Restricted
Subsidiaries  subsequent  to  March 7,  1996 in any  Person  resulting  from (A)
payments of interest on debt,  dividends,  repayment  of loans or  advances,  or
other  transfers or  distributions  of property (but only to the extent such net
reduction in Investments  has not been utilized in the calculation of EBITDA for
purposes of clause  (c)(i) above or to permit an  Investment  pursuant to clause
(f) in the immediately  following paragraph,  in each case to the Company or any
Restricted   Subsidiary  from  any  person  or  (B)  the  redesignation  of  any
Unrestricted  Subsidiary (as defined below) as a Restricted  Subsidiary,  not to
exceed,  in the case of (A) or (B),  the amount of such  Investments  previously
made by the  Company  and the  Restricted  Subsidiaries  in such  Person or such
Unrestricted  Subsidiary,  as the case may be, which were treated as  Restricted
Payments and (v) $25 million.  (Art. Six, Sec. 606)  "Investments" is defined to
include any direct or indirect  loan,  advance or other  extension  of credit or
capital  contribution  to, or incurrence of a guarantee of any obligation of, or
purchase or  acquisition  of capital stock,  bonds,  notes,  debentures or other
securities or evidences of indebtedness issued by, any other Person.

        Notwithstanding  the  foregoing  limitation,  the  Company  may  (a) pay
dividends on its capital  stock;  (b) redeem,  repurchase,  defease,  acquire or
retire for value, any  Indebtedness  subordinate in right of payment to the Debt
Securities with the proceeds of certain refinancing indebtedness permitted under
the  Indenture;  (c) acquire,  redeem or retire  capital stock of the Company or
Indebtedness  subordinate in right of payment to the Debt Securities in exchange
for, or in connection with a substantially concurrent issuance of, capital stock
of the Company (other than redeemable capital stock);

                                       11

<PAGE>




(d)  consummate an exchange of certain  Investments,  the primary  businesses of
which  are  related   businesses;   (e)  acquire   capital  stock  in  a  Person
substantially  all of the assets of which are subsidiaries and Investments,  the
primary businesses of which are related  businesses,  if at least 80% of the Net
POPs of such Person are in its subsidiaries,  and as a result of the acquisition
of such  capital  stock,  such  Person and its  subsidiaries  become  Restricted
Subsidiaries  of the  Company;  (f) make  Investments  in  Persons,  the primary
businesses  of which are  related  businesses  (other  than  Investments  in the
capital stock of the  Company),  the costs to the Company of which do not exceed
$75  million  in  the  aggregate  at any  one  time  outstanding  for  all  such
Investments  made in reliance  upon this clause (f), such amount to be increased
by (i) any net cash proceeds  received from the sale of Investments  and (ii) an
amount  equal to the net  reduction in  Investments  made by the Company and the
Restricted  Subsidiaries  subsequent to March 7, 1996 in any Person, subject, in
each  case,  to  certain  limitations  set forth in the  Indenture;  and (g) pay
scheduled dividends on preferred stock of a Restricted  Subsidiary or redeemable
capital  stock of the  Company  issued  pursuant to and in  compliance  with the
provisions discussed above under "Limitation on Indebtedness."

        Any payment made  pursuant to clauses (b),  (c), (d), (e) and (g) of the
immediately  preceding  paragraph  shall be excluded from the calculation of the
aggregate amount of Restricted Payments made after the March 7, 1996;  provided,
however, that the proceeds from the issuance of capital stock pursuant to clause
(c) of the  immediately  preceding  paragraph  shall  not  constitute  net  cash
proceeds  from the sale of capital  stock for purposes of clause  (c)(ii) of the
first  paragraph under  "Limitation on Restricted  Payments" above to the extent
utilized  to  acquire,  redeem or retire  capital  stock of the Company or repay
Indebtedness subordinate in right of payment to the Debt Securities.
(Art. Six, Sec. 606)

        Limitation on Liens. The Indenture  provides that the Company shall not,
and shall not permit any Restricted Subsidiary to, directly or indirectly, incur
or suffer to exist,  any mortgage,  pledge,  security  interest or lien ("Lien")
upon any of its property or assets,  whether now owned or hereinafter  acquired,
or any interest therein or any income or profits  therefrom,  unless it has made
or will make effective  provision whereby the Debt Securities will be secured by
such Lien equally and ratably with (or prior to) all other  Indebtedness  of the
Company  or any  Restricted  Subsidiary  secured by such Lien for so long as any
such other Indebtedness of the Company or any Restricted  Subsidiary shall be so
secured. (Art.
Six, Sec. 605)

        The  foregoing  limitation  does not apply to (i) Liens  incurred by the
Company or any Restricted  Subsidiary if, after giving effect to such incurrence
on a pro forma basis,  the amount of the total  Indebtedness  of the Company and
the Restricted Subsidiaries that is secured by a Lien does not exceed 15% of the
product  of (a) the sum of the Pro  Forma  EBITDA  of the  Company  for the most
recent four  consecutive  fiscal  quarters  and (b) 6.5;  (ii) Liens on property
existing on March 7, 1996;  (iii)  Liens on  property  to secure any  extension,
renewal,  refinancing,  replacement  or  refunding,  in whole or in part, of any
Indebtedness  secured by Liens  referred  to in any of the  clauses  (i),  (ii),
(viii) or (xi);  (iv) Liens for taxes,  assessments or  governmental  charges or
levies if the same shall not at the time be delinquent or thereafter can be paid
without  penalty,  or are  being  contested  in good  faith  and by  appropriate
proceedings;  (v) Liens imposed by law, such as  carriers',  warehousemen's  and
mechanics'  Liens and other  similar  Liens  arising in the  ordinary  course of
business which secure  payment of obligations  not more than 60 days past due or
are being  contested in good faith and by  appropriate  proceedings;  (vi) Liens
incurred in the ordinary course of business to secure performance of obligations
with  respect  to  statutory  or   regulatory   requirements,   performance   or
return-of-money  bonds,  surety bonds or other  obligations of a like nature and
incurred in a manner consistent with industry practice;  (vii) Liens incurred to
secure  appeal  bonds  and  judgment  and  attachment  Liens,  in  each  case in
connection  with  litigation or legal  proceedings  which are being contested in
good faith by appropriate  proceedings so long as reserves have been established
to the extent required by generally accepted accounting  principles as in effect
at such time and so long as such  Liens do not  encumber  assets by an amount in
excess of $25  million;  (viii) Liens on property at the time the Company or any
Restricted  Subsidiary  acquired or  constructed  such  property,  including any
acquisition  by means of a merger or  consolidation  with or into the Company or
such Restricted  Subsidiary;  (ix) other Liens on the property of the Company or
any  Restricted  Subsidiary  incidental  to  the  conduct  of  their  respective
businesses  or the  ownership  of their  respective  properties  which  were not
created in connection  with the incurrence of  Indebtedness  or the obtaining of
advances or credit and which do not in the aggregate materially detract from the
value of their respective properties or materially impair the use thereof in the
operation  of  their  respective  businesses;  (x)  pledges  or  deposits  under
workmen's compensation laws, unemployment insurance laws or similar legislation,
or good faith deposits in connection with bids,  tenders,  contracts (other than
for the  payment  of  Indebtedness)  or  leases  to  which  the  Company  or any
Restricted Subsidiary is a party, or deposits to secure

                                       12

<PAGE>




public or statutory  obligations of the Company or any Restricted  Subsidiary or
deposits for the payment of rent, in each case  incurred in the ordinary  course
of  business;  (xi) Liens on the  property  of a Person at the time such  Person
becomes a Restricted Subsidiary;  provided,  however, that any such Lien may not
extend to any other property of the Company or any other  Restricted  Subsidiary
which is not a direct subsidiary of such Person; provided, further however, that
any such Lien was not  incurred in  anticipation  of or in  connection  with the
transaction  or series of related  transactions  pursuant  to which such  Person
became a Restricted Subsidiary;  (xii) utility easements,  building restrictions
and such other  encumbrances or charges against real property as are of a nature
generally existing with respect to properties of a similar character,  or (xiii)
Liens in favor of the Trustee  securing the obligations of the Company under the
Indenture (collectively, "Permitted Liens").

        Limitation on Asset Sales. The Indenture provides that the Company shall
not, and shall not permit any Restricted  Subsidiary to, directly or indirectly,
consummate  any  Asset  Sale (as  defined  below)  after the date that the first
series of Debt  Securities  are  authenticated  under the Indenture  (the "Issue
Date") unless (i) the Company or such Restricted Subsidiary, as the case may be,
receives consideration at the time of such Asset Sale at least equal to the fair
market value of the shares and assets subject to such Asset Sale and (ii) (A) at
least 80% of the consideration paid to the Company or such Restricted Subsidiary
in connection with such Asset Sale is in the form of cash, cash equivalents,  or
the  assumption  by the  purchaser  of  liabilities  of the Company  (other than
liabilities  of the  Company  that are by their  terms  subordinate  to the Debt
Securities)  or any  Restricted  Subsidiary as a result of which the Company and
the  remaining  Restricted   Subsidiaries  are  no  longer  liable  or  (B)  the
consideration paid to the Company or such Restricted Subsidiary is determined in
good  faith  by the  Board  of  Directors  of the  Company  to be  substantially
comparable in type to the assets being sold.
(Art. Six, Sec. 607)

        "Asset Sale" is defined under the Indenture as any transfer, conveyance,
sale, lease or other disposition  (including,  without limitation,  dispositions
pursuant to any consolidation or merger or a sale and leaseback  transaction) by
the Company or any Restricted  Subsidiary in any single transaction or series of
transactions  of (a)  shares of capital  stock or other  ownership  interest  of
another Person (including capital stock of Unrestricted Subsidiaries) or (b) any
other property of the Company or any Restricted Subsidiary;  provided,  however,
that  the term  "Asset  Sale"  will not  include  (i) the  sale or  transfer  of
Temporary  Cash  Investments   (defined  to  include  certain  U.S.   Government
Obligations (as defined below), time deposit accounts,  certificates of deposit,
money market deposits, repurchase obligations, commercial paper and money market
or mutual  funds),  inventory,  accounts  receivable  or other  property  in the
ordinary  course of  business;  (ii) the  liquidation  of  property  received in
settlement  of debts  owing to the  Company or any  Restricted  Subsidiary  as a
result of  foreclosure,  perfection or  enforcement  of any Lien or debt,  which
debts were owing to the Company or any  Restricted  Subsidiary  in the  ordinary
course of business of the Company or such Restricted Subsidiary; (iii) any asset
disposition  permitted pursuant to the provisions discussed below under "Merger,
Consolidation  and Sales of Assets" which  constitutes  a disposition  of all or
substantially all of the Company's property or assets; (iv) the sale or transfer
of any  property by the Company or a Restricted  Subsidiary  to the Company or a
Restricted  Subsidiary;  (v) a disposition  in the form of a Restricted  Payment
permitted  to  be  made  pursuant  to  the  provisions   discussed  above  under
"Limitation  on Restricted  Payments;" or (vi) a disposition  with a fair market
value and a sale price of less than $5 million.

     The net available  cash proceeds (or any portion  thereof) from Asset Sales
may be applied  by the  Company or a  Restricted  Subsidiary,  to the extent the
Company or such Restricted  Subsidiary elects, (A) to prepay,  repay or purchase
Indebtedness  of the Company  under the Credit  Facility  or other  Indebtedness
which is not  subordinate to the Debt Securities or Indebtedness of a Restricted
Subsidiary  (in each  case  excluding  Indebtedness  owed to the  Company  or an
affiliate of the Company) or (B) to reinvest in additional assets which are used
in related businesses. (Art. Six, Sec. 607)

        Any net  available  cash  proceeds  from an Asset  Sale not  applied  in
accordance  with the preceding  paragraph  within one year from the date of such
Asset Sale or the receipt of such proceeds shall constitute  "Excess  Proceeds."
When the aggregate  amount of Excess  Proceeds  exceeds $25 million (taking into
account income earned on such Excess Proceeds),  the Company will be required to
make an offer to purchase (the  "Prepayment  Offer") the Debt Securities of each
series on a pro rata basis  according to principal  amount,  at a purchase price
equal to 100% of the principal  amount thereof plus accrued and unpaid  interest
thereon  (if any) to the date of  purchase  in  accordance  with the  procedures
(including  prorating  in  the  event  of  oversubscription)  set  forth  in the
Indenture.  If the aggregate principal amount of the Debt Securities surrendered
for purchase by Holders thereof exceeds the amount of Excess Proceeds,  then the
Trustee shall select the Debt Securities of each series to be purchased pro rata
according to principal amount or by lot with such adjustments as

                                       13

<PAGE>




may be  deemed  appropriate  by the  Company  so that only  Debt  Securities  in
denominations of $1,000, or integral multiples thereof,  shall be purchased.  To
the extent that any portion of the amount of net  available  cash  proceeds from
Asset Sales remains after  compliance  with the preceding  sentence and provided
that  all  Holders  of Debt  Securities  of each  series  have  been  given  the
opportunity  to tender  their Debt  Securities  for purchase as described in the
following  paragraph  in  accordance  with the  Indenture,  the  Company or such
Restricted  Subsidiary  may use such  remaining  amounts for  general  corporate
purposes and the amount of Excess Proceeds will be reset to zero.

        Within five business days after the Excess Proceeds exceeds $25 million,
the Company shall send a written notice,  by first-class mail, to the Holders of
the Debt Securities of each series (the "Prepayment Offer Notice"),  accompanied
by such information  regarding the Company as the Company in good faith believes
will enable such  Holders of the Debt  Securities  to make an informed  decision
with respect to the Prepayment  Offer.  The Prepayment  Offer Notice will state,
among other things, (a) that the Company is offering to purchase Debt Securities
pursuant to the provisions of the Indenture  described herein under  "Limitation
on Asset  Sales;" (b) that any Debt Security (or any portion  thereof)  accepted
for payment (and duly paid on the Purchase Date (as defined below))  pursuant to
the Prepayment Offer shall cease to accrue interest after the Purchase Date; (c)
the purchase  price and purchase  date,  which shall be, subject to any contrary
requirements  of applicable law, no less than 30 days nor more than 60 days from
the date the Prepayment  Offer Notice is mailed (the "Purchase  Date");  (d) the
aggregate  principal  amount of Debt  Securities  (or  portions  thereof)  to be
purchased;  and  (e) a  description  of the  procedures  which  Holders  of Debt
Securities  must follow in order to tender  their Debt  Securities  (or portions
thereof) and the procedures that Holders of Debt Securities must follow in order
to withdraw an election to tender their Debt  Securities  (or portions  thereof)
for payment. (Art. Six, Sec. 607)

        The Company will comply,  to the extent then  applicable and required by
law,  with the  requirements  of Rule 14e-1 under the Exchange Act and any other
securities  laws or  regulations  thereunder in connection  with the purchase of
Debt  Securities as described  above.  To the extent that the  provisions of any
securities  laws or  regulations  conflict with the  provisions  relating to the
Prepayment  Offer,  the Company will comply with the applicable  securities laws
and  regulations  and  will  not be  deemed  to have  breached  its  obligations
described above by virtue thereof. (Art. Ten, Sec. 1002)

        Limitation   on   Restrictions   on   Distributions    from   Restricted
Subsidiaries.  The Indenture  provides that the Company shall not, and shall not
permit any Restricted Subsidiary to, directly or indirectly, create or otherwise
cause or suffer to exist or become  effective,  or enter into any agreement with
any Person that would cause to become effective,  any consensual  encumbrance or
restriction (other than pursuant to applicable law or regulation) on the ability
of any Restricted Subsidiary to (a) pay dividends, in cash or otherwise, or make
any other  distributions  on or in  respect  of its  capital  stock,  or pay any
Indebtedness  or other  obligation  owed to the Company or any other  Restricted
Subsidiary;  (b)  make  any  loans  or  advances  to the  Company  or any  other
Restricted  Subsidiary  or (c)  transfer  any of its  property  or assets to the
Company or any other Restricted  Subsidiary.  Such limitation will not apply (1)
with respect to clauses (a), (b) and (c), to encumbrances  and  restrictions (i)
in existence  under or by reason of any  agreements  in effect on March 7, 1996;
(ii)  existing  at the time  such  Restricted  Subsidiary  became  a  Restricted
Subsidiary if such encumbrance or restriction was not created in connection with
or in anticipation of the transaction or series of related transactions pursuant
to which  such  Restricted  Subsidiary  became a  Restricted  Subsidiary  or was
acquired  by the Company or (iii) which  result from the  renewal,  refinancing,
extension or amendment of an agreement referred to in the immediately  preceding
clauses (1) (i) and (ii) above and in clauses (2) (i) and (ii) below;  provided,
such  encumbrance or  restriction is no more  restrictive to the Company or such
Restricted  Subsidiary  and is not  materially  less favorable to the Holders of
Debt  Securities  than those under or pursuant to the agreement  evidencing  the
Indebtedness so extended,  renewed, refinanced or replaced; and (2) with respect
to  clause  (c)  only,  to  (i)  any  encumbrance  or  restriction  relating  to
Indebtedness  that is secured and is  permitted  to be incurred  pursuant to the
provisions discussed above under "Limitation on Indebtedness" and "Limitation on
Liens"  that limit the right of the debtor to dispose of the assets or  property
securing such debt;  (ii) any  encumbrance or restriction in connection  with an
acquisition of property,  so long as such  encumbrance  or  restriction  relates
solely to the property so acquired and was not created in connection  with or in
anticipation  of  such  acquisition;   (iii)  customary  provisions  restricting
subletting or assignment of leases and customary  provisions in other agreements
that  restrict  assignment  of such  agreements  or  rights  thereunder  or (iv)
customary  restrictions contained in asset sale agreements limiting the transfer
of such assets pending the closing of such sale. (Art. Six, Sec. 604)

        Limitation on Transactions with Affiliates. The Indenture provides that
 the Company shall not, and shall not permit any Restricted Subsidiary to

                                       14

<PAGE>




     directly or  indirectly,  conduct  any  business or enter into or suffer to
exist any transaction or series of transactions  (including the purchase,  sale,
transfer,  lease or exchange of any  property or the  rendering  of any service)
with,  or for the  benefit  of, any  affiliate  of the  Company  (an  "Affiliate
Transaction")  unless (a) the terms of such Affiliate  Transaction  are (i) with
respect to an Affiliate  Transaction  involving  aggregate  payments or value in
excess of  $250,000,  set forth in  writing;  (ii) in the best  interest  of the
Company  or such  Restricted  Subsidiary,  as the case may be; and (iii) no less
favorable to the Company or such Restricted Subsidiary, as the case may be, than
those that could be obtained in a  comparable  arm's-length  transaction  with a
person that is not an affiliate of the Company or such Restricted Subsidiary and
(b) with respect to an Affiliate  Transaction  involving  aggregate  payments or
value in excess of $15 million, the Board of Directors of the Company (including
a majority of the  disinterested  members)  approves such Affiliate  Transaction
and,  in its good  faith  judgment,  believes  that such  Affiliate  Transaction
complies with clauses (a)(ii) and (iii) of this paragraph. (Art. Six, Sec. 608)

     Notwithstanding  the  foregoing  limitation,  the Company may enter into or
suffer to exist the following:  (i) any transaction  pursuant to any contract in
existence on March 7, 1996,  including  renewals,  extensions  and  replacements
thereof  on  terms  no  less  favorable  to  the  Company  and  such  Restricted
Subsidiary;  (ii) any transaction or series of transactions  between the Company
and  one or more  Restricted  Subsidiaries  or  between  two or more  Restricted
Subsidiaries  (provided  that no more than 5% of the equity  interest  in any of
such Restricted Subsidiaries is owned by an affiliate of the Company (other than
a Restricted  Subsidiary);  (iii) any  Restricted  Payment  permitted to be made
pursuant to the  provisions  discussed  above under  "Limitation  on  Restricted
Payments;" (iv) the payment of compensation  (including amounts paid pursuant to
employee  benefit  plans) for the personal  services of officers,  directors and
employees of the Company or any Restricted  Subsidiary,  so long as the Board of
Directors of the Company in good faith shall have approved the terms thereof and
deemed  the  services  theretofore  or  thereinafter  to be  performed  for such
compensation  or fees to be  fair  consideration  therefor;  and (v)  loans  and
advances to  employees  made in the ordinary  course of business and  consistent
with past practices of the Company or such  Restricted  Subsidiary,  as the case
may be, provided,  that such loans and advances do not exceed $15 million at any
one time outstanding. (Art. Six, Sec. 608)

     Designation  of  Restricted  and  Unrestricted  Subsidiaries.  The Board of
Directors  of  the  Company  may  designate  an  Unrestricted  Subsidiary  as  a
Restricted  Subsidiary or designate a Restricted  Subsidiary as an  Unrestricted
Subsidiary at any time; provided,  however, that immediately after giving effect
to such  designation on a pro forma basis (i) the Leverage Ratio does not exceed
6.5; (ii) there exist no Liens (other than  Permitted  Liens) on the property of
the  Company  or  any  Restricted  Subsidiaries;  (iii)  the  Company  and  each
Restricted  Subsidiary  are in compliance  with the provisions  discussed  above
under   "Limitation   on   Restrictions   of   Distributions   from   Restricted
Subsidiaries;" (iv) in the case of the designation of a Restricted Subsidiary as
an Unrestricted  Subsidiary,  the fair market value of the Restricted Subsidiary
at the time of such designation would be permitted as an Investment  pursuant to
the provisions  discussed above under "Limitation on Restriction  Payments;" and
(v) an officers'  certificate  with respect to such  designation is delivered to
the  Trustee  within 75 days after the end of the  fiscal  quarter in which such
designation  is made (or,  in the case of a  designation  made  during  the last
fiscal  quarter of the Company's  fiscal year,  within 120 days after the end of
such fiscal year), which officers' certificate shall state the effective date of
such designation. (Art. Six, Sec. 609)

        A  "Restricted  Subsidiary"  is defined  under the  Indenture as (i) any
subsidiary  of the  Company  existing  on and after the Issue Date  unless  such
subsidiary  shall have been designated an  Unrestricted  Subsidiary as permitted
under the Indenture and (ii) an Unrestricted Subsidiary which is redesignated as
a Restricted  Subsidiary  as permitted  under the  Indenture.  An  "Unrestricted
Subsidiary"  is defined as (a) any subsidiary of the Company in existence on the
Issue  Date  that  is not a  Restricted  Subsidiary,  (b) any  subsidiary  of an
Unrestricted  Subsidiary  and  (c)  any  subsidiary  of  the  Company  which  is
designated after the Issue Date as an Unrestricted Subsidiary as permitted under
the Indenture and not thereafter designated as a Restricted Subsidiary.

Merger, Consolidation and Sale of Assets

        The Indenture  provides that the Company shall not merge or  consolidate
with,  or  into,  any  other  entity  (other  than a  merger  of a  wholly-owned
subsidiary of the Company into the Company) or sell,  transfer,  assign,  lease,
convey or  otherwise  dispose of all or  substantially  all of its  property  or
assets in any one  transaction or series of  transactions  unless (a) the entity
formed by or surviving any such  consolidation  or merger (if the Company is not
the surviving entity) or the

                                       15

<PAGE>




Person to which such sale,  transfer,  assignment,  lease or  conveyance is made
(the "Surviving Entity") shall be a corporation organized and existing under the
laws of the United  States or a State  thereof or the  District of Columbia  and
such  corporation   expressly  assumes,   by  supplemental   indenture  in  form
satisfactory  to the  Trustee,  executed  and  delivered  to the Trustee by such
corporation,  the due and punctual payment of the principal of, premium, if any,
and interest on all the Debt  Securities  according to their tenor,  and the due
and punctual  performance  and observance of all the covenants and conditions of
the  Indenture  to be  performed  by the  Company;  (b) in the  case  of a sale,
transfer,   assignment,  lease,  conveyance  or  other  disposition  of  all  or
substantially all of the Company's  property or assets,  such property or assets
shall have been  transferred  as an entirety or  virtually as an entirety to one
Person;  (c) immediately  before and after giving effect to such  transaction or
series of  transactions,  no Default or Event of Default shall have occurred and
be continuing;  and (d) immediately  after giving effect to such  transaction or
series of transactions on a pro forma basis (including,  without limitation, any
Indebtedness  incurred or  anticipated  to be incurred in  connection  with such
transaction or series of transactions),  the Company or the Surviving Entity, as
the  case  may  be,  would  be  able to  incur  at  least  $1.00  of  additional
Indebtedness  under clause (a) of the first  paragraph of "Certain  Covenants --
Limitation on Indebtedness" above.
(Art. Eleven, Sec. 1101)

        In connection with any consolidation merger or transfer, the Company
shall deliver or cause to be delivered to the Trustee, in form and substance
reasonably satisfactory to the Trustee, an officers' certificate and an opinion
of counsel, each stating that such consolidation merger, or transfer and the
supplemental indenture in respect thereto comply with the Indenture and that all
conditions precedent therein provided for relating to such transaction or
transactions have been complied with.  (Art. Eleven, Sec. 1101)

Modification of Indenture

        Without the consent of any Holders of Debt  Securities,  the Company and
the Trustee may enter into one or more  supplemental  indentures  for any of the
following purposes:

               (a) to evidence the  succession of another  person to the Company
         and the  assumption  by any  such  successor  of the  covenants  of the
         Company  in  the  Indenture  and  the  Debt  Securities  pursuant  to a
         consolidation,  merger  or  conveyance  of  substantially  all  of  the
         Company's  assets as described above under "Merger,  Consolidation  and
         Sale of Assets;" or

               (b) to add to the covenants of the Company for the benefit of the
         Holders  of all or any  series of  outstanding  Debt  Securities  or to
         surrender  any  right  or  power  conferred  upon  the  Company  by the
         Indenture; or

               (c)  to add any additional Events of Default with respect to all
         or any series of outstanding Debt Securities; or

               (d) to change or eliminate  any  provision of the Indenture or to
         add any new provision to the  Indenture;  provided that if such change,
         elimination  or  addition  will  adversely  affect the  interest of the
         Holders of Debt  Securities of any series in any material  respect such
         change,  elimination or addition will become  effective with respect to
         such  series  only  when  there  is no Debt  Security  of  such  series
         remaining outstanding under the Indenture; or

               (e)  to provide collateral security for all series of Debt
         Securities; or

               (f)  to establish the form or terms of Debt Securities of any
         series as permitted by the Indenture; or

               (g) to evidence and provide for the acceptance of the appointment
         of a successor  Trustee  under the  Indenture  with respect to the Debt
         Securities  of one or  more  series  and  to add or  change  any of the
         provisions  of the Indenture as shall be necessary to provide for or to
         facilitate the administration of the trusts under the Indenture by more
         than one trustee; or


                                       16

<PAGE>




               (h) to provide for the procedures required to permit the
         utilization of a non-certificated system of registration for any series
         of Debt Securities; or

               (i) to change any place where (1) the  principal  of and premium,
         if any, and interest,  if any, on Debt Securities of any series, or any
         tranche  thereof,  shall be  payable,  (2) any Debt  Securities  of any
         series, or any tranche thereof,  may be surrendered for registration of
         transfer,  (3) Debt Securities of any series,  or any tranche  thereof,
         may be surrendered  for exchange and (4) notices and demands to or upon
         the Company in respect of the Debt  Securities  of any  series,  or any
         tranche  thereof,  and the Indenture may be served,  subject to certain
         exceptions; or

               (j) to cure any ambiguity, defect or inconsistency or to make any
         other provisions with respect to matters and questions arising under
         the Indenture, provided such provisions shall not adversely affect the
         interests of the Holders of Debt Securities of any series in any
         material respect.  (Art. Twelve, Sec. 1201)

  Defeasance

       The Company at any time may  terminate all of its  obligations  under the
  Debt  Securities  of any series  and the  Indenture  with  respect to the Debt
  Securities   of  such  series   ("legal   defeasance"),   except  for  certain
  obligations,  including those  respecting the defeasance trust and obligations
  to register the transfer or exchange of the Debt Securities of such series, to
  replace  mutilated,  destroyed,  lost or stolen Debt Securities of such series
  and to maintain a registrar and paying agent in respect of the Debt Securities
  of such series by taking the action  described  below.  By taking such action,
  the Company at any time may  terminate  its  obligations  under the  covenants
  described above under "Certain  Covenants," the provisions  discussed above in
  clauses (c), (e), (f) and (g) (in the case of such clause (g), with respect to
  Restricted  Subsidiaries  only) under "Events of Default" and the  limitations
  discussed above in clause (d) under "Merger, Consolidation and Sale of Assets"
  ("covenant defeasance").

       The Company may exercise its legal defeasance  option with respect to the
  Debt  Securities  of any  series  notwithstanding  its prior  exercise  of its
  covenant defeasance option with respect to the Debt Securities of such series.
  If the Company  exercises its legal defeasance option with respect to the Debt
  Securities  of any series,  payment of the Debt  Securities of such series may
  not be  accelerated  because of the  occurrence  of an Event of  Default  with
  respect  to such  Debt  Securities.  If the  Company  exercises  its  covenant
  defeasance  option with respect to the Debt Securities of any series,  payment
  of the Debt  Securities of such series may not be  accelerated  because of the
  occurrence  of an Event of Default  specified in clauses (c),  (e), (f) or (g)
  (in the case of such clause (g), with respect to Restricted Subsidiaries only)
  under  "Events of  Default"  above or because of the failure of the Company to
  comply with clause (d) under "Merger, Consolidation and Sale of Assets" above.

       In order to exercise  either  defeasance  option with respect to the Debt
  Securities of any series,  the Company must irrevocably  deposit in trust with
  the Trustee money or U.S.  Obligations  (as defined below)  sufficient for the
  payment of  principal  and interest on the Debt  Securities  of such series to
  maturity and must comply with certain other conditions, including the delivery
  to the Trustee of an opinion of counsel to the effect that Holders of the Debt
  Securities of such series will not recognize income,  gain or loss for Federal
  income tax  purposes as a result of such  deposit and  defeasance  and will be
  subject to Federal income tax on the same amount and in the same manner and at
  the same times as would have been the case if such deposit and  defeasance had
  not  occurred  (and,  in the case of legal  defeasance  only,  such opinion of
  counsel  must be based on a ruling of the  Internal  Revenue  Service or other
  change in applicable  Federal income tax law).  (Art.  Seven,  Sec. 701) "U.S.
  Government  Obligations"  is defined as direct  obligations  (or  certificates
  representing an ownership  interest in such  obligations) of the United States
  (including any agency or instrumentality thereof) for the payment of which the
  full  faith and  credit of the  United  States  is  pledged  and which are not
  callable or redeemable at the issuer's option.

  Regarding the Trustee

       The Company  engages in banking  transactions  in the ordinary  course of
  business  with the Trustee and the Trustee  currently  serves as trustee under
  the 1996 Indenture.



                                       17

<PAGE>





                              DESCRIPTION OF WARRANTS

       The following  statements  with respect to the Warrants are summaries of,
  and subject to, the detailed  provisions of a Warrant  Agreement (the "Warrant
  Agreement")  to be  entered  into by the  Company  and a  warrant  agent to be
  selected at the time of issue (the "Warrant Agent"),  a form of which is filed
  as an exhibit to the  Registration  Statement  of which this  Prospectus  is a
  part. Terms used under this heading or in any Prospectus  Supplement  relating
  to the Offered  Warrants  which are defined  under this heading are so defined
  solely with reference to the Offered Warrants.

  General

       The   Warrants,   evidenced  by  Warrant   certificates   (the   "Warrant
  Certificates"),  may be issued under the Warrant  Agreement  independently  or
  together with any Debt Securities offered by any Prospectus Supplement and may
  be attached to or separate from such Debt Securities. If Warrants are offered,
  the applicable  Prospectus  Supplement will describe the terms of such Offered
  Warrants,  including the following:  (i) the offering  price, if any; (ii) the
  designation,  aggregate  principal  amount  and  terms of the Debt  Securities
  purchasable upon exercise of such Offered Warrants;  (iii) if applicable,  the
  designation and terms of the Debt Securities with which such Offered  Warrants
  are  issued  and the number of  Offered  Warrants  issued  with each such Debt
  Security;  (iv) if  applicable,  the  date on and  after  which  such  Offered
  Warrants and the related Debt Securities will be separately transferable;  (v)
  the  principal  amount of Debt  Securities  purchasable  upon  exercise of one
  Offered  Warrant  and  the  price  at  which  such  principal  amount  of Debt
  Securities  may be purchased  upon such  exercise;  (vi) the date on which the
  right to exercise such Offered  Warrants  shall commence and the date on which
  such right shall expire; (vii) Federal income tax consequences, if any; (viii)
  whether such Offered Warrants  represented by the Warrant Certificates will be
  issued in registered or bearer form;  and (ix) any other terms of such Offered
  Warrants not inconsistent with the provisions of the Warrant Agreement.

       Warrant  Certificates  may be exchanged for new Warrant  Certificates  of
  different  denominations  and may (if in  registered  form) be  presented  for
  registration of transfer at the corporate trust office of the Warrant Agent or
  any Co-  Warrant  Agent,  which  will be listed in the  applicable  Prospectus
  Supplement,  or at such  other  office  as may be set forth  therein.  Warrant
  holders do not have any of the rights of Holders of Debt Securities (except to
  the extent  that the consent of Warrant  holders  may be required  for certain
  modifications  of the terms of the Indenture and the series of Debt Securities
  issuable  upon  exercise of the  Warrants) and are not entitled to payments of
  principal of and interest, if any, on such Debt Securities.

  Exercise of Warrants

       Warrants may be exercised by surrendering the Warrant  Certificate at the
  corporate  trust office of the Warrant Agent or at the corporate  trust office
  of the Co-Warrant  Agent, if any, with the form of election to purchase on the
  reverse side of the Warrant Certificate  properly completed and executed,  and
  by  payment  in full of the  exercise  price,  as set forth in the  applicable
  Prospectus  Supplement.  Upon the exercise of Warrants,  the Warrant  Agent or
  Co-Warrant  Agent,  if any,  will,  as soon as  practicable,  deliver the Debt
  Securities in authorized  denominations in accordance with the instructions of
  the exercising Warrant holder and at the sole cost and risk of such holder. If
  less  than  all of the  Warrants  evidenced  by the  Warrant  Certificate  are
  exercised,  a new Warrant  Certificate will be issued for the remaining amount
  of Warrants.


                                 LEGAL OPINIONS

       The legality of the Securities offered hereby will be passed upon for the
  Company by Kevin C. Gallagher,  Esq.,  Senior Vice President,  General Counsel
  and  Secretary of the Company.  At December 31, 1996,  Mr.  Gallagher  was the
  beneficial owner of 10,226 shares of Common Stock of the Company.




                                       18

<PAGE>

                                EXPERTS


       The   consolidated   financial   statements,    schedule   and   Selected
  Proportionate  Operating  Results of the  Company  included  in the  Company's
  Annual  Report on Form 10-K for the fiscal year ended  December  31, 1995 (the
  "1995  Form  10-K")  have  been  audited  by  Ernst & Young  LLP,  independent
  auditors,   as  set  forth  in  their  report  thereon  included  therein  and
  incorporated  herein by  reference  which,  as to GTE  Mobilnet of South Texas
  Limited Partnership and New York SMSA Limited Partnership, is based in part on
  the  reports  of  other  auditors.  Such  consolidated  financial  statements,
  schedule  and  Selected  Proportionate  Operating  Results  are,  and  audited
  financial statements, schedule and Selected Proportionate Operating Results to
  be included in subsequently  filed documents will be,  incorporated  herein by
  reference in reliance upon the report of Ernst & Young LLP  pertaining to such
  financial statements, schedule or Selected Proportionate Operating Results (to
  the extent covered by consents of such firm filed with the  Commission)  given
  upon the authority of such firms as experts in accounting and auditing.

       The  financial  statements  of Kansas City SMSA  Limited  Partnership  at
  December 31, 1995 and 1994 and for each of the three years in the period ended
  December 31, 1995  included in the 1995 Form 10-K have been audited by Ernst &
  Young LLP, independent auditors, as set forth in their report thereon included
  therein and incorporated  herein by reference.  Such financial  statements are
  incorporated  herein by reference in reliance  upon such report given upon the
  authority of such firm as experts in accounting and auditing.

       The  financial   statements  of  GTE  Mobilnet  of  South  Texas  Limited
  Partnership  at December  31, 1995 and 1994 and for each of the three years in
  the period  ended  December  31,  1995  included in the 1995 Form 10-K and the
  financial statements of Independent  Cellular Network,  Inc. and Affiliates at
  December 31, 1995 and 1994 and for each of the three years in the period ended
  December 31, 1995 included in the Company's  Current  Report on Form 8-K dated
  November 1, 1996 (the "Form 8-K"),  have been audited by Arthur  Andersen LLP,
  independent public accountants, as set forth in their separate reports thereon
  included  in the 1995 10-K and the Form 8-K,  respectively,  and  incorporated
  herein by reference.  Such  financial  statements are  incorporated  herein by
  reference in reliance  upon such reports given upon the authority of such firm
  as experts in accounting and auditing.

       The financial statements of New York SMSA Limited Partnership and Orlando
  SMSA  Limited  Partnership  at December  31, 1995 and 1994 and for each of the
  three years in the period ended  December  31, 1995  included in the 1995 Form
  10-K, have been incorporated herein by reference in reliance on the reports of
  Coopers & Lybrand L.L.P., independent accountants, given upon the authority of
  such firm as experts in accounting and auditing.


                              PLAN OF DISTRIBUTION

       The Company may sell Securities through underwriters or dealers, directly
  to one or  more  purchasers  or  through  agents.  The  applicable  Prospectus
  Supplement  will set  forth  the  terms  of the  offering  of any  Securities,
  including the names of any underwriters or agents,  the purchase price of such
  Securities and the proceeds to the Company from such sale,  any  underwriters'
  discounts and other items constituting underwriters' compensation, any initial
  public  offering price,  any discounts or concessions  allowed or reallowed or
  paid to dealers and any securities  exchanges on which such  Securities may be
  listed.

       If underwriters are used in the sale,  Securities will be acquired by the
  underwriters  for their own account and may be resold,  from time to time,  in
  one or more transactions, including negotiated transactions, at a fixed public
  offering  price or at  varying  prices  determined  at the time of sale.  Such
  Securities may be offered to the public either through underwriting syndicates
  represented by managing  underwriters or by underwriters  without a syndicate.
  Unless  otherwise  set  forth in the  applicable  Prospectus  Supplement,  the
  obligations of the underwriters to purchase such Securities will be subject to
  certain  conditions  precedent,  and the  underwriters  will be  obligated  to
  purchase all of such Securities,  if any of such Securities are purchased. Any
  initial  offering price and any discounts or concessions  allowed or reallowed
  or paid to dealers may be changed from time to time. Only  underwriters  named
  in a Prospectus  Supplement are deemed to be  underwriters  in connection with
  the Securities offered thereby.

       Securities  may also be sold  directly by the  Company or through  agents
  designated by the Company from time to time.  Any agent  involved in the offer
  or sale of  Securities  will be  named,  and any  commissions  payable  by the
  Company

                                       19

<PAGE>




  to such  agent  will be set  forth in the  applicable  Prospectus  Supplement.
  Unless otherwise indicated in the applicable Prospectus  Supplement,  any such
  agent will act on a best efforts basis for the period of the appointment.

       If so indicated in the applicable Prospectus Supplement, the Company will
  authorize  agents,  underwriters  or  dealers  to  solicit  offers by  certain
  specified institutions to purchase Securities at the public offering price set
  forth in such Prospectus  Supplement  pursuant to delayed  delivery  contracts
  providing  for  payment  and  delivery  on a  future  date  specified  in such
  Prospectus Supplement.  Such contacts will be subject only to those conditions
  set  forth  in  the  applicable  Prospectus  Supplement  and  such  Prospectus
  Supplement  will set forth the  commissions  payable for  solicitation of such
  contracts.

       Any underwriters,  dealers or agents participating in the distribution of
  Securities may be deemed to be  underwriters  and any discounts or commissions
  received  by them on the sale or  resale  of  Securities  may be  deemed to be
  underwriting  discounts and  commissions  under the Securities Act of 1933, as
  amended (the "Securities Act").  Agents and underwriters may be entitled under
  agreements  entered  into with the Company to  indemnification  by the Company
  against certain liabilities, including liabilities under the Securities Act or
  to contribution  with respect to payments that the agents or underwriters  may
  be  required  to make in  respect  thereof.  Agents  and  underwriters  may be
  customers  of,  engage in  transactions  with,  or perform  services  for, the
  Company or its affiliates in the ordinary course of business.



                                       20

<PAGE>




  No  person  has  been  authorized  to give  any  information  or to  make  any
  representations  other than those  contained or  incorporated  by reference in
  this  Prospectus or the  accompanying  Prospectus  Supplement and, if given or
  made, such  information or  representations  must not be relied upon as having
  been authorized by the Company or by any underwriter, agent or dealer. Neither
  the delivery of this Prospectus or the accompanying  Prospectus Supplement nor
  any sale made hereunder or thereunder shall under any circumstances  create an
  implication  that there has been no change in the affairs of the Company since
  the date hereof or thereof or that the information contained herein or therein
  is  correct  at any  time  subsequent  to the date  hereof  or  thereof.  This
  Prospectus  and the  accompanying  Prospectus  Supplement do not constitute an
  offer or  solicitation  by anyone in any  jurisdiction  in which such offer or
  solicitation  is not  authorized  or in which the person  making such offer or
  solicitation  is not qualified to do so or to anyone to whom it is unlawful to
  make such offer or solicitation.

                                       21

<PAGE>





                                 PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

  Item 14.  Other Expenses of Issuance and Distribution.

       The fees and  expenses  payable  by the  Company in  connection  with the
  issuance  and  distribution  of the  Securities  registered  hereunder  are as
  follows:
<TABLE>
<CAPTION>
<S>                                                                                                    <C>

           Securities and Exchange Commission registration fee. . . . . . . . . . . . . . . . . . . .  $  151,516
           Accounting fees and expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     66,000*
           Printing fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      35,000*
           Blue sky fees and expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     12,000*
           Trustee's fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     10,000*
           Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     65,000*
           Rating Agency fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     250,000*
           Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       10,484*
           Total fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$   600,000*
___________
  *Estimated.

</TABLE>

  Item 15.  Indemnification of Directors and Officers.

                  (a)  Section  145  of the  Delaware  General  Corporation  Law
         ("DGCL") gives Delaware  corporations  broad powers to indemnify  their
         present  and former  directors  and  officers  and those of  affiliated
         corporations against expenses incurred in the defense of any lawsuit to
         which  they are made  parties  by reason  of being or having  been such
         directors or officers,  subject to specified conditions and exclusions,
         gives a director  or  officer  who  successfully  defends an action the
         right to be so indemnified and authorizes the Company to buy directors'
         and  officers'  liability   insurance.   Such  indemnification  is  not
         exclusive  of any  other  rights  to  which  those  indemnified  may be
         entitled  under  any  bylaws,  agreements,   vote  of  stockholders  or
         otherwise.

                  (b)  Article  Sixth  of the  Company's  Amended  and  Restated
         Certificate   of   Incorporation,    as   amended    ("Certificate   of
         Incorporation"),   requires  the  Company  to  indemnify  officers  and
         directors to the fullest  extent  permitted by Delaware law against all
         liability  and loss suffered and expenses  reasonably  incurred by such
         person in connection  with any action,  suit or proceeding by reason of
         the fact that such person is or was serving as a director or officer of
         the  Company  or  as a  director,  officer,  trustee  or in  any  other
         comparable  position of another  enterprise at the  Company's  request;
         provided that the Company shall not be required to indemnify or advance
         expenses  to  such  person  in  connection  with  an  action,  suit  or
         proceedings  initiated  by such person  unless the  initiation  of such
         action,  suit or proceeding  was authorized in advance by the Company's
         Board of Directors.  The  indemnification  provided by Article Sixth of
         the Certificate of  Incorporation  is not exclusive of any other rights
         to which  those  seeking  indemnification  may be  entitled  under  any
         statute,  other  provision of the  Certificate  of  Incorporation,  the
         Company's Amended and Restated Bylaws (the "Bylaws"), or any agreement,
         vote of stockholders or disinterested directors, policy of insurance or
         otherwise,  both as to action in their  official  capacities  and as to
         action in other capacities while holding their respective  offices.  In
         the  event  Delaware  law  is  changed  to  permit  broader  rights  of
         indemnification,  the Certificate of Incorporation  will  automatically
         authorize the Company to indemnify  such persons to the fullest  extent
         permitted by such law, as so changed,  without the need for any further
         action by the Company's directors or stockholders.

                  (c) In  accordance  with Section  102(b)(7)  of the DGCL,  the
         Certificate  of  Incorporation  provides  that  directors  shall not be
         personally  liable for monetary damages for breaches of their fiduciary
         duty as  directors  except for (1) breaches of their duty of loyalty to
         the  Company or its  stockholders;  (2) acts or  omissions  not in good
         faith or which involve intentional  misconduct or knowing violations of
         law; (3) under Section 174 of the

                                      II-1

<PAGE>




         DGCL (unlawful payment of dividends);  or (4) transactions from which a
         director derives an improper personal benefit.

                  (d) Section 10 of the Bylaws requires the Company to indemnify
         any  person who is a party or is  threatened  to be made a party to any
         action, suit or proceeding by reason of the fact that such person is or
         was a  director,  officer,  employee  or  agent of the  Company,  or is
         serving as a director, officer, employee or agent of another enterprise
         at the Company's request; provided that such person acted in good faith
         and in a manner such person reasonably believed to be in or not opposed
         to the  Company's  best  interests,  and with  respect to any  criminal
         action or  proceeding,  that such  person  had no  reasonable  cause to
         believe such  person's  conduct was  unlawful.  Such Section 10 further
         provides  that the  Company  shall not  indemnify  any  person  for any
         liabilities or expenses  incurred by such person in connection  with an
         action, suit or proceeding by or in the right of the Company in respect
         of any claim,  issue or matter as to which such person  shall have been
         adjudged  to be liable to the  Company,  unless  and only to the extent
         that the court in which  the  action,  suit or  proceeding  is  brought
         determines  that the person is entitled to indemnity for such expenses.
         The  indemnification  provided  by  Section  10 of  the  Bylaws  is not
         exclusive  of any other rights to which those  seeking  indemnification
         may be  entitled  under any  statute,  other  provision  of the Bylaws,
         Certificate of Incorporation, or any agreement, vote of stockholders or
         disinterested directors,  policy of insurance or otherwise,  both as to
         action  in  their  official  capacities  and  as  to  action  in  other
         capacities while holding their respective offices.

                  (e) The Company has entered  into  indemnification  agreements
         with each of its directors and officers  providing for  indemnification
         of each such person to the fullest  extent  allowed by law. The Company
         is required by such  indemnification  agreements to advance  litigation
         and  related  expenses  to the  indemnified  persons,  subject to their
         undertaking to repay such amounts if it is ultimately  determined  that
         they are not entitled to be  indemnified  by the Company  thereunder or
         otherwise.

                  (f) The Company maintains  directors' and officers'  liability
         insurance  covering such persons in their official  capacities with the
         Company and its subsidiaries.


Item 16.  Exhibits.

1.1    Form  of  Underwriting  Agreement  and/or  Distribution   Agreement,   as
       applicable (to be filed under cover of Form 8-K).

2.1    Distribution  Agreement  dated as of March 7,  1996 by and  among  Sprint
       Corporation, 360(degree) Communications Company (formerly Sprint Cellular
       Company) and Centel Corporation.*

       2.2 Exchange and Merger Agreement,  dated as of May 31, 1996 by and among
       Independent  Cellular  Network  Partners,  James  A.  Dwyer,  Jr.,  David
       Winstel,  CC  Industries,   Inc.,  Ohio  Cellular  RSA,  L.P.,  Ohio  RSA
       Corporation,  Quality Cellular  Communications  of Ohio,  Inc.,  Cellular
       Plus, L.P.,  C-Plus,  Inc., Quality Cellular Plus  Communications,  Inc.,
       Henry Crown and Company (Not Incorporated) and 360(degree) Communications
       Company.  (Filed as Exhibit 2.2 in the Company's Quarterly Report on Form
       10-Q for the quarterly period ended June 30, 1996, File No. 1-14108,  and
       incorporated herein by reference.)*

       2.3  First  Amendment  to  Exchange  and  Merger  Agreement,  dated as of
       November 1, 1996, by and among  Independent  Cellular  Network  Partners,
       James A. Dwyer,  Jr., David Winstel,  CC Industries,  Inc., Ohio Cellular
       RSA, L.P., Ohio RSA Corporation, Quality Cellular Communications of Ohio,
       Inc.,   Cellular  Plus,  L.P.,   C-Plus,   Inc.,  Quality  Cellular  Plus
       Communications,  Inc.,  Henry Crown and Company  (Not  Incorporated)  and
       360(degree)   Communications  Company.  (Filed  as  Exhibit  2.3  to  the
       Company's Current Report on Form 8-K dated November 1, 1996, File No.
       1-14108, and incorporated herein by reference.)*

3.1    Amended  and  Restated   Certificate  of   Incorporation  of  360(degree)
       Communications Company, as amended as of March 4, 1996. (Filed as Exhibit
       3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended
       December 31,

                                      II-2

<PAGE>




       1995; File No. 1-14108, and incorporated herein by reference.)*

3.2    Amended and Restated Bylaws of  360(degree) Communications Company.
       (Filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
       fiscal year ended December 31, 1995, File No. 1-14108, and incorporated
       herein by reference.)*

3.3    Certificate of Designation of First Series Junior Participating Preferred
       Stock of 360(degree) Communications Company.  (Filed as Exhibit 3.3 to
       Amendment No. 4 to Registration Statement No. 33-99756 and incorporated  
       herein by reference.)*

4.1    360(degree)  Communications  Company's  7 1/8% Senior Note Due 2003 and 7
       1/2% Senior Note Due 2006.  (Filed as Exhibit 4.1 to the Company's Annual
       Report on Form 10-K for the fiscal year ended December 31, 1995, File No.
       1-14108, and incorporated herein by reference.)*

4.2    Indenture  dated as of March 7, 1996 between  360(degree)  Communications
       Company and  Citibank,  N.A.,  as  Trustee.  (Filed as Exhibit 4.2 to the
       Company's  Annual Report on Form 10-K for the fiscal year ended  December
       31, 1995, File No. 1-14108, and incorporated herein by reference.)*

4.3    Form of 360(degree) Communications Company Common Stock, $0.01 par value,
       certificate. (Filed as Exhibit 4.3 to the Company's Annual Report on Form
       10-K for the fiscal year ended December 31, 1995, File No.  1-14108,  and
       incorporated herein by reference.)*

4.4    Rights   Agreement  dated  as  of  March  5,  1996  between   360(degree)
       Communications  Company and Chemical Bank.  (Filed as Exhibit 10.3 to the
       Company's  Annual Report on Form 10-K for the fiscal year ended  December
       31, 1995, File No. 1-14108, and incorporated herein by reference.)*

4.5    Form of 360(degree) Communications Company's Subordinated  Non-Negotiable
       Promissory  Note  (included  in Exhibit  2.2 to the  Company's  Quarterly
       Report on Form 10-Q for the  quarterly  period ended June 30, 1996,  File
       No. 1-14108, and incorporated herein by reference).*

4.6    Form of Indenture between 360(degree)Communications Company and Citibank,
       N.A., as Trustee, relating to the Debt Securities.

4.7    Form of Debt Security.

4.8    Form of Warrant Agreement.

4.9    Form of Warrant (contained in Exhibit 4.8).

5.1    Opinion of Kevin C. Gallagher, Esq., Senior Vice President, General
       Counsel and Secretary.

12     Statement regarding computation of Ratio of Earnings to Fixed Charges.

23.1   Consent of Ernst & Young LLP.

23.2   Consent of Ernst & Young LLP,  regarding  the  Kansas  City SMSA  Limited
       Partnership.

23.3   Consent of Arthur Andersen LLP, regarding GTE Mobilnet of South Texas
       Limited Partnership.

23.4   Consent of Arthur Andersen LLP, regarding Independent Cellular Network,
       Inc. and Affiliates.

23.5   Consent of Coopers & Lybrand L.L.P., regarding New York SMSA Limited
       Partnership.


                                      II-3

<PAGE>




23.6   Consent of  Coopers & Lybrand  L.L.P.,  regarding  Orlando  SMSA  Limited
       Partnership.

23.7   Consent of Kevin C. Gallagher, Esq. (contained in Exhibit 5.1).

24.1   Power of Attorney.

25.1   Statement of Eligibility and Qualification of Citibank, N.A. on Form T-1
       relating to the Debt Securities.
---------------
*Previously filed.


Item 17.  Undertakings.

       The undersigned Registrant hereby undertakes:

           (1) To file  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this Registration Statement;

                (i) To include any prospectus required by Section 10(a)(3) of
           the Securities Act of 1933, as amended (the "Act");

               (ii) To reflect  in the  prospectus  any facts or events  arising
           after the effective date of this Registration  Statement (or the most
           recent  post-effective  amendment thereof) which,  individually or in
           the aggregate,  represent a fundamental change in the information set
           forth in this Registration Statement;

             (iii) To include any material  information with respect to the plan
           of  distribution  not  previously   disclosed  in  this  Registration
           Statement  or  any  material  change  to  such  information  in  this
           Registration Statement;

provided,  however,  that the  undertakings  set forth in paragraphs (1) (i) and
(ii)  above  do not  apply  if the  information  required  to be  included  in a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed  by  the  Registrant  pursuant  to  Section  13 or  Section  15(d)  of the
Securities  Exchange Act of 1934,  as amended  (the  "Exchange  Act"),  that are
incorporated by reference in this Registration Statement.

        (2) That,  for the purpose of determining  any liability  under the Act,
each such  post-effective  amendment  shall be  deemed to be a new  registration
statement  relating to the securities  offered herein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

        (3) To remove from  registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

        (4) That, for the purposes of determining  any liability  under the Act,
the  information  omitted  from  the  form of  prospectus  filed as part of this
Registration  Statement  in reliance  upon Rule 430A and  contained in a form of
prospectus  filed by the Registrant  pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Act shall be deemed to be part of this  Registration  Statement  as of
the time it was declared effective.

        (5) That,  for the purpose of determining  any liability  under the Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration  statement  relating to the securities  offered therein
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

        The undersigned  Registrant  hereby undertakes that, for the purposes of
determining any liability under the Act, each filing of the Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that

                                      II-4

<PAGE>




is incorporated by reference in this  Registration  Statement shall be deemed to
be a new registration  statement  relating to the securities offered therein and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof.

        Insofar as indemnification  for liabilities arising under the Act may be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the provisions described in Item 15 or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than payment by the Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the act and will be governed by the final adjudication of
such issue.

                                      II-5

<PAGE>



                              SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Chicago, Illinois on the 7th day of February, 1997.

                              360(degree) COMMUNICATIONS COMPANY


                              By:  /s/ Kevin C. Gallagher

                                   Kevin C. Gallagher
                                   Senior Vice President, General Counsel
                                   and Secretary

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:

   Signature                          Title                  Date

      *
                       President and Chief Executive     February 7, 1997
Dennis E. Foster            Officer and Director
                       (Principal Executive Officer)
      *
                       Executive Vice President and      February 7, 1997
Michael J. Small         Chief Financial Officer
                       (Principal Financial Officer)
      *
                     Senior Vice President - Finance     February 7, 1997
Gary L. Burge          (Principal Accounting Officer)
      *
                            Chairman of the Board        February 7, 1997
Frank E. Reed                    of Directors

      *
                                  Director               February 7, 1997
Lester Crown

     *
                                  Director               February 7, 1997
Michael Hooker

     *
                                  Director               February 7, 1997
Robert E.R. Huntley

     *
                                  Director               February 7, 1997
Valerie B. Jarrett

     *
                                  Director               February 7, 1997
Alice M. Peterson

     *
                                  Director               February 7, 1997
Charles H. Price, II



   *By:/s/ Kevin C. Gallagher
       Kevin C. Gallagher
       As Attorney-in-Fact
<PAGE>
