



                                                                    EXHIBIT 24.1



                                POWER OF ATTORNEY


         The  person  whose  signature  appears  below  hereby  constitutes  and
appoints  Dennis E.  Foster,  Michael J.  Small,  Debra L.  Ferrari and Kevin C.
Gallagher,  and each of them, any one of whom may act without the other,  as his
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and  resubstitution  for  him in his  name,  place  and  stead,  in any  and all
capacities,  to  sign  on his  behalf  a  registration  statement  on  Form  S-8
(collectively,  the  "Registration  Statement")  relating to the registration of
500,000 shares of common stock,  par value $.01 per share ("Common  Stock"),  of
360  Communications  Company  (the  "Company")  offered in  connection  with the
Company's  Employee  Stock  Purchase  Plan,  and any and all  amendments to such
Registration Statement,  which amendments may make such changes and additions to
the  Registration  Statement  as such  attorney-in-fact  may deem  necessary  or
appropriate,  and any and all documents in connection therewith, and to file the
same, with all exhibits thereto,  and all documents in connection therewith with
the  Securities  and Exchange  Commission  under the Securities Act of 1933, and
hereby ratifies,  approves and confirms all that each of such  attorneys-in-fact
and agents, or their substitutes,  may lawfully do or cause to be done by virtue
hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 25th day of March, 1997.


                                                      /s/ Gary L. Burge
                                                ------------------------------
                                                Name: Gary L. Burge


