


As filed with the Securities and Exchange Commission on March 31, 1997

                                                           Registration No. 333-
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act Of 1933


                           360 COMMUNICATIONS COMPANY
             (Exact Name of Registrant as Specified in its Charter)

       Delaware                                                 47-0649117
(State of Incorporation)                                    (I.R.S. Employer
                                                             Identification No.)

                                8725 Higgins Road
                             Chicago, Illinois 60631
                    (Address of Principal Executive Offices)

                           360 COMMUNICATIONS COMPANY
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)



                            Kevin C. Gallagher, Esq.
                             Vice President, General
                              Counsel and Secretary
                       360  Communications Company
                                8725 Higgins Road
                          Chicago, Illinois 60631-2702
                                 (773) 399-2500
           (Name, Address, and Telephone Number of Agent for Service)


                         CALCULATION OF REGISTRATION FEE
================================================================================
                                        Proposed       Proposed
                           Amount        maximum        maximum      Amount of
Title of securities        to be       offering price  aggregate   registration
 to be registered         registered     per share   offering price     fee
--------------------------------------------------------------------------------
Common Stock,
 $.01 par value,and
 related Preferred
 Stock purchase rights  500,000 shares   $17.1875(1)  $8,593,750(1)    $2,604(1)

================================================================================


(1)  Calculated pursuant to Rule 457(c) based on the average high and low prices
     for the Registrant's  common stock as quoted on the New York Stock Exchange
     Composite Tape on March 24, 1997.



<PAGE>







                                EXPLANATORY NOTE


         As permitted by the rules of the  Securities  and Exchange  Commission,
         this Registration  Statement omits the information  specified in Part I
         of Form S-8.






<PAGE>



                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3:  Incorporation of Documents by Reference

     360 Communications Company (the "Company") incorporates by reference herein
the following documents (File No. 1-14108): (1) The Company's most recent Annual
Report on Form 10-K; (2) all other subsequent reports (such as Quarterly Reports
on Form 10-Q or  Current  Reports  on Form 8-K)  filed by the  Company  with the
Securities and Exchange Commission (the "Commission")  pursuant to Section 13(a)
the Securities  Exchange Act of 1934, as amended (the "Exchange Act"); and (3) a
description  of the  Company's  Common Stock under the caption  "Description  of
Capital  Stock"  contained in the  Company's  Registration  Statement on Form 10
filed with the  Commission  on February  12,  1996,  including  the  Information
Statement filed as Exhibit 99 thereto.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
registered  hereunder have been sold or which  deregisters all of the securities
offered then  remaining  unsold,  shall be deemed to be  incorporated  herein by
reference and to be a part hereof from the date of filing of such documents.

Item 4:  Description of Securities

     Not applicable.

Item 5:  Interests of Named Experts and Counsel

     Not applicable.

Item 6:  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, agreement, vote of stockholders or otherwise.

     (b) Article  Sixth of the  Company's  Amended and Restated  Certificate  of
Incorporation,  as amended (the  "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

                                      II-1

<PAGE>



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  proceeding  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 of stockholders.

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

                                      II-2

<PAGE>




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

Item 7: Exemption from Registration Claimed

     Not applicable.

Item 8:  Exhibits

     4.1  Amended and Restated  Certificate of  Incorporation,  as amended as of
          March 4, 1996 (Exhibit 3.1 to the Company's Annual Report on Form 10-K
          for the fiscal year ended December 31, 1995).

     4.2  Amended and  Restated  Bylaws  (Exhibit  3.2 to the  Company's  Annual
          Report on Form 10-K for the fiscal year ended December 31, 1995).

     4.3  Certificate  of  Designation  of  First  Series  Junior  Participating
          Preferred  Stock  (Exhibit  3.3 to  Amendment  No.  4 to  Registration
          Statement No. 33-99756).

     4.4  Form of Common Stock, $0.01 par value, certificate (Exhibit 4.3 to the
          Company's  Annual  Report  on Form  10-K  for the  fiscal  year  ended
          December 31, 1995).*/


     4.5  Rights  Agreement  dated as of March 5, 1996  between  the Company and
          Chemical Bank  (Exhibit  10.3 to the  Company's  Annual Report on Form
          10-K for the fiscal year ended December 31, 1995).*/


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

     23.1 Consent of Ernst & Young LLP.

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

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

     23.4 Consent  of  Arthur  Andersen  LLP,  regarding  Chicago  SMSA  Limited
          Partnership.

     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 Powers of Attorney.

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

*/       Incorporated by reference.

                                      II-3

<PAGE>




Item 9:  Undertakings

Rule 415 Offering.

         The Company hereby undertakes:

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

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

               (ii) To reflect  in the  prospectus  any facts or events  arising
         after the  effective  date of the  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 the Registration Statement;

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

Provided,  however, that paragraphs (i) and (ii) 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 Company with the Commission  pursuant
to Section 13 or Section  15(d) of the  Exchange  Act that are  incorporated  by
reference in the Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment 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.

         (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.

Incorporation of Subsequent Exchange Act Documents by Reference.

         The Company hereby  undertakes  that,  for purposes of determining  any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to  Section  13(a)  or  Section  15(d)  of the  Exchange  Act  that is
incorporated by reference in the 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.


                                      II-4

<PAGE>





Form S-8 Registration Statement.

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company 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
Company  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 Securities  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 Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the  undersigned,  thereunto duly  authorized,  in
Chicago, Illinois, on March 31, 1997.

                                        360 COMMUNICATIONS COMPANY

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


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


   Signature                     Title                          Date
   ---------                     -----                          ----


          *                President and Chief             March 31, 1997
-----------------------    Executive Officer (Principal
Dennis E. Foster           Executive Officer)




          *                Executive Vice President        March 31, 1997
----------------------     and Chief Financial Officer
Michael J. Small           (Principal Financial Officer)





          *                Senior Vice President --        March 31, 1997
-------------------        Finance (Principal
Gary L. Burge              Accounting Officer)




          *                Chairman of the Board of        March 31, 1997
-------------------        Directors
Frank E. Reed



          *                Director                        March 31, 1997
------------------
Lester Crown




                                      II-6

<PAGE>





          *                Director                        March 31, 1997
--------------------
Michael Hooker



          *                Director                        March 31, 1997
------------------------
Robert E.R. Huntley



          *                Director                        March 31, 1997
------------------------
Valerie B. Jarrett



          *                Director                        March 31, 1997
-----------------------
Alice M. Peterson



          *                Director                        March 31, 1997
------------------------
Charles H. Price, II




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



                                      II-7

