SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) DECEMBER 18, 1998
                                                 -----------------

                   CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
--------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


    Delaware                        0-19363                       13-3221852
--------------------------------------------------------------------------------
(State or Other                   (Commission                   (IRS Employer
Jurisdiction of                   File Number)               Identification No.)
Incorporation)


110 East 59th Street, New York, New York                            10022
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                         (Zip Code)

Registrant's Telephone Number, including area code (212)906-8480
                                                   -------------


--------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)
<PAGE>


Item 5. Other Events.

     On December 18, 1998,  Cellular  Communications  International,  Inc.  (the
"Company")  commenced a tender offer with concurrent  consent  solicitations for
its Euro  235,000,000  9-1/2% Senior Discount Notes Due 2005. Under the terms of
the offer,  the Company will purchase the outstanding  Notes at a purchase price
determined  by  reference  to a  fixed  spread  of  50  basis  points  over  the
semi-annual  equivalent  yield to maturity on the France O.A.T.  6.75% due April
25, 2002 on the second  business day preceding the expiration date of the tender
offer,  of which an amount equal to $15 will  constitute  a consent  payment per
Euro 1,000  principal  amount of Notes that will be paid only for Notes tendered
prior to the termination of the consent solicitation.

     The consent solicitation will expire at 12:00 midnight, New York City time,
on January 5, 1999 and the tender offer will expire at 12:00 midnight,  New York
City time,  on January 20,  1999.  Holders who tender  their  securities  in the
tender  offer  will  be  deemed  to  have  submitted  consents  in  the  consent
solicitation.  Holders may not deliver consents  without  tendering their Notes.
Holders must tender their Notes prior to 12:00 midnight,  New York City time, on
January 5, 1999 in order to receive the consent  fee.  Holders who tender  their
Notes after such date and before the expiration date of 12:00 midnight, New York
City  time,  on January  20,  1999 will  receive  the  purchase  price for their
securities, but will not receive the consent fee.

     The tender offer and consent  solicitation is conditioned upon, among other
things,   the  consummation  of  the  concurrent   tender  offer  by  Kensington
Acquisition  Sub, Inc., a wholly owned subsidiary of Mannesmann AG and Olivetti,
S.p.A., to acquire at least a majority of the outstanding shares of common stock
of CCIL (calculated on a fully-diluted  basis) upon the terms and subject to the
conditions set forth in the related equity tender offer  documents.  Other terms
and conditions of the tender offer and consent  solicitation with respect to the
Notes are set forth in the Offer to Purchase and Consent Solicitation  Statement
dated December 18, 1998.


Item 7.  Financial Statements and Exhibits.

         Exhibits

            99       Press Release issued December 18, 1998.

<PAGE>
 


                                   SIGNATURES



     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                    CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
                                                 (Registrant)


                                    By: \s\ Richard J. Lubasch      
                                    -------------------------------------------
                                    Name:  Richard J. Lubasch
                                    Title: Senior Vice President, Treasurer,
                                             Secretary and General Counsel


Dated: December 18, 1998

<PAGE>


                                  EXHIBIT INDEX



Exhibit                                                                   Page

  99    Press Release issued December 18, 1998.
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K - DECEMBER 18, 1998", "secsgml_size_bytes": 4943}]
{"company-data": {"conformed-name": "CELLULAR COMMUNICATIONS INTERNATIONAL INC", "cik": "0000870762", "assigned-sic": "4812", "irs-number": "133221852", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19363", "film-number": "98772374"}, "business-address": {"street1": "110 E 59TH ST", "street2": "26TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2129068480"}, "mail-address": {"street1": "110 EAST 59TH STREET", "street2": "26TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": {"former-conformed-name": "INTERNATIONAL CELLULAR INC", "date-changed": "19600201"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) DECEMBER 18, 1998
                                                 -----------------

                   CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
--------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

    Delaware                        0-19363                       13-3221852
--------------------------------------------------------------------------------
(State or Other                   (Commission                   (IRS Employer
Jurisdiction of                   File Number)               Identification No.)
Incorporation)

110 East 59th Street, New York, New York                            10022
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                         (Zip Code)

Registrant's Telephone Number, including area code (212)906-8480
                                                   -------------

--------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.

     On December 18, 1998,  Cellular  Communications  International,  Inc.  (the
"Company")  commenced a tender offer with concurrent  consent  solicitations for
its Euro  235,000,000  9-1/2% Senior Discount Notes Due 2005. Under the terms of
the offer,  the Company will purchase the outstanding  Notes at a purchase price
determined  by  reference  to a  fixed  spread  of  50  basis  points  over  the
semi-annual  equivalent  yield to maturity on the France O.A.T.  6.75% due April
25, 2002 on the second  business day preceding the expiration date of the tender
offer,  of which an amount equal to $15 will  constitute  a consent  payment per
Euro 1,000  principal  amount of Notes that will be paid only for Notes tendered
prior to the termination of the consent solicitation.

     The consent solicitation will expire at 12:00 midnight, New York City time,
on January 5, 1999 and the tender offer will expire at 12:00 midnight,  New York
City time,  on January 20,  1999.  Holders who tender  their  securities  in the
tender  offer  will  be  deemed  to  have  submitted  consents  in  the  consent
solicitation.  Holders may not deliver consents  without  tendering their Notes.
Holders must tender their Notes prior to 12:00 midnight,  New York City time, on
January 5, 1999 in order to receive the consent  fee.  Holders who tender  their
Notes after such date and before the expiration date of 12:00 midnight, New York
City  time,  on January  20,  1999 will  receive  the  purchase  price for their
securities, but will not receive the consent fee.

     The tender offer and consent  solicitation is conditioned upon, among other
things,   the  consummation  of  the  concurrent   tender  offer  by  Kensington
Acquisition  Sub, Inc., a wholly owned subsidiary of Mannesmann AG and Olivetti,
S.p.A., to acquire at least a majority of the outstanding shares of common stock
of CCIL (calculated on a fully-diluted  basis) upon the terms and subject to the
conditions set forth in the related equity tender offer  documents.  Other terms
and conditions of the tender offer and consent  solicitation with respect to the
Notes are set forth in the Offer to Purchase and Consent Solicitation  Statement
dated December 18, 1998.

Item 7.  Financial Statements and Exhibits.

         Exhibits

            99       Press Release issued December 18, 1998.
SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                    CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
                                                 (Registrant)

                                    By: \s\ Richard J. Lubasch      
                                    -------------------------------------------
                                    Name:  Richard J. Lubasch
                                    Title: Senior Vice President, Treasurer,
                                             Secretary and General Counsel

Dated: December 18, 1998
EXHIBIT INDEX

Exhibit                                                                   Page

  99    Press Release issued December 18, 1998.