
   
As filed with the Securities and Exchange Commission on February 12, 1997

                                                     Registration No. 333-21331
    

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


   
                                 AMENDMENT NO. 1
                                       TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
    


                       360 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.|_|


       


         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 12, 1997
    

PROSPECTUS


                       360 Communications Company

                                 Debt Securities
                      Warrants to Purchase Debt Securities



         360 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  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  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) The
Indenture does not limit the aggregate principal amount of other indebtedness or
securities  that may be issued by the  Company.  See  "Restrictions  Under  1996
Indenture and Credit  Facility" below for a description of provisions  contained
in the 1996  Indenture  (as defined  below) and the Credit  Facility (as defined
below) that may restrict the Company's  ability to issue Debt  Securities  under
the Indenture. 
    

        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.

   
        The Indenture  does not contain any covenants or other  provisions  that
are  specifically  intended  to 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 and the Credit  Facility,  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.
    

                                        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.  The Indenture does not
limit the amount of  indebtedness  that may be incurred by  subsidiaries  of the
Company.
    

        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.

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

                                        5

<PAGE>




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  Change of 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 90
days after the date of public notice of the occurrence of a Change of

                                        6

<PAGE>





   
     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"), Duff & 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  assigned to 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  assigned to 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.

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

                                        7

<PAGE>




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 becomes 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.

Remedies

        If an Event of Default  with  respect  to any series of Debt  Securities
occurs and is continuing, then either the

                                        8

<PAGE>




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 principal of 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. 606)
    

Certain Covenants
       
     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  (defined as
any indebtedness,  secured or unsecured,  contingent or otherwise,  which is for
borrowed money) 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. 602)

        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 (as defined below) 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 clauses (i), (ii),
(viii)  or (xi)  of  this  paragraph;  (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  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").

   
     Under the Indenture,  "Pro Forma EBITDA," for any period, is defined as the
EBITDA (as defined below) of
    


                                       10

<PAGE>





   
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 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.
    
       

     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 (i) immediately  after giving
effect to such designation, there exist no Liens (other than Permitted Liens) on
the property of the Company or any  Restricted  Subsidiary and (ii) 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. 603)

   
        A  "Restricted  Subsidiary"  is defined  under the  Indenture as (i) any
Subsidiary (as defined below) of the Company existing on and after the date that
the first series of Debt Securities are  authenticated  under the Indenture (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 (i) any Subsidiary of the
Company in existence on the Issue Date that is not a Restricted Subsidiary, (ii)
any  Subsidiary of an  Unrestricted  Subsidiary  and (iii) 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.  A "Subsidiary" is defined as any  corporation,  partnership,  joint
venture, association or other business entity, whether now existing or hereafter
organized or acquired,  (a) in the case of a corporation,  of which at least 50%
of the total  voting  power of the Voting Stock is held by the Company or any of
its  Subsidiaries  and the Company or any of its  Subsidiaries  has the power to
direct the  management,  policies and affairs  thereof;  or (b) in the case of a
partnership,  joint venture,  association or other business entity, with respect
to which the Company or any of its Subsidiaries has the power to direct or cause
the  direction of the  management  and  policies of such entity,  by contract or
otherwise,  if in accordance with generally accepted accounting  principles such
entity is consolidated with the Company for financial statement purposes.
    

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 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;  and  (c)  immediately  before  and  after  giving  effect  to such
transaction or series of transactions, no Default or 
    

                                       11

<PAGE>




   
Event of Default shall have occurred and be continuing. (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

     (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

                                       12

<PAGE>




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" and 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"  ("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.
    

       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.

   
  Restrictions Under 1996 Indenture and Credit Facility

       The 1996 Indenture contains  restrictions with respect to the Company and
  the Restricted  Subsidiaries.  Under the 1996 Indenture,  during any period of
  time that the ratings assigned to the senior notes  outstanding  thereunder by
  two or more of the three Rating Agencies are below Investment Grade Ratings or
  withdrawn, the Company and the Restricted Subsidiaries will be restricted from
  (a)  incurring   additional   indebtedness,   other  than  certain   permitted
  indebtedness,  unless  the ratio of (i) the  outstanding  indebtedness  of the
  Company  and the  Restricted  Subsidiaries  divided by (ii) the sum of the Pro
  Forma  EBITDA of the  Company  and the  Restricted  Subsidiaries  for the most
  recent four  consecutive  fiscal  quarters would not exceed 6.5 as a result of
  such  incurrence;   (b)  making  restricted  payments  (defined  generally  as
  dividends and distributions,  payments to purchase,  redeem, acquire or retire
  capital  stock,  warrants,  rights or options of the Company or its affiliates
  and investments,  other than certain permitted investments, in other Persons);
  (c) selling assets under certain circumstances; (d) entering into or otherwise
  permitting  any subsidiary  distribution  restrictions  (defined  generally to
  include  any  agreement,  encumbrance  or  restriction  on the  ability of any
  subsidiary to pay dividends, make loans, or transfer property or assets to the
  Company or any Restricted Subsidiary);  (e) entering into certain transactions
  with affiliates;  and (f)  consummating  certain  consolidations,  mergers and
  transfers of assets. The Indenture does not contain similar  restrictions with
  respect to the Debt Securities.
    

                                       13

<PAGE>




   
       The Credit  Facility  contains  additional  covenants  that,  among other
  things,  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 1996
  Indenture and the Credit  Facility,  are more  restrictive  than the covenants
  contained in the Indenture,  the covenants contained in the 1996 Indenture and
  the Credit  Facility  are solely for the  benefit of the holders of the senior
  notes  outstanding  under the 1996  Indenture and the lenders under the Credit
  Facility, respectively, and are subject to amendment, waiver or consent at the
  discretion of such holders and lenders.
    

  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.


                             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.


                                       14

<PAGE>




  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.


                                     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 not  separately  presented  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.


                                       15

<PAGE>




                              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  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.

  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.

                                       16

<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:

   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.


  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

                                      II-1

<PAGE>




     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 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  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  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

                                      II-2

<PAGE>




          Incorporated) and 360 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
          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, 1995;  File No.  1-14108,  and  incorporated
          herein by reference.)*

     3.2  Amended and Restated Bylaws of 360 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 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  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 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  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  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  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  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.*


                                      II-3

<PAGE>




     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.*

     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.


                                      II-4

<PAGE>




        (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 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 Amendment to
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Chicago, Illinois on the 12th day of February, 1997.


                                              360 COMMUNICATIONS COMPANY

                                                    /s/ Kevin C. Gallagher
                                              By:
                                                Kevin C. Gallagher
                                                Senior Vice President,
                                                General Counsel and Secretary


        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Amendment to 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 12, 1997
Dennis E. Foster            Officer and Director
                       (Principal Executive Officer)
      *
                       Executive Vice President and      February 12, 1997
Michael J. Small         Chief Financial Officer
                       (Principal Financial Officer)
      *
                     Senior Vice President - Finance     February 12, 1997
Gary L. Burge          (Principal Accounting Officer)
      *
                            Chairman of the Board        February 12, 1997
Frank E. Reed                    of Directors

      *
                                  Director               February 12, 1997
Lester Crown

     *
                                  Director               February 12, 1997
Michael Hooker

     *
                                  Director               February 12, 1997
Robert E. R. Huntley

     *
                                  Director               February 12, 1997
Valerie B. Jarrett

     *
                                  Director               February 12, 1997
Alice M. Peterson

     *
                                  Director               February 12, 1997
Charles H. Price, II




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