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) JANUARY 6, 1999
                                                 ---------------


                  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  January 6,  1999,  Cellular  Communications  International,  Inc.  (the
"Company")  announced that approximately Euro 234,000,000 of Notes (representing
approximately  99% of the  outstanding  Notes)  had  been  tendered  as of 12:00
midnight,  New York  City  time,  on  January  5,  1999 in  connection  with its
previously  announced  tender  offer  and  consent  solicitation  for  its  Euro
235,000,000 9-1/2% Senior Discount Notes Due 2005.

     Having  received the  requisite  consents  from holders of Notes,  CCIL has
entered into a  Supplemental  Indenture that provides that the amendments to the
Indenture  relating to the Notes  described in the Offer to Purchase and Consent
Solicitation  Statement dated December 18, 1998 will become operative only upon,
and  simultaneously  with,  the  satisfaction  of all of the  conditions  to the
acceptance of validly tendered Notes and the acceptance thereof for payment.

     The tender offer and consent solicitation  (including,  but not limited to,
the  payment  of the  purchase  price  for the Notes  and the  consent  fees) 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.

     A copy of the Supplemental Indenture and of the press release issued by the
Company  announcing the above are attached  hereto as exhibits and  incorporated
herein by reference.


Item 7.  Financial Statements and Exhibits.

         Exhibits

         4        First Supplemental Indenture, dated January 6, 1999

         99       Press Release issued January 6, 1999

 

<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: January 7, 1999

<PAGE>


                                  EXHIBIT INDEX



Exhibit                                                                    Page


  4        First Supplemental Indenture, dated January 6, 1999

  99       Press Release issued January 6, 1999
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K - JANUARY 6, 1999", "secsgml_size_bytes": 4743}]
{"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": "99502941"}, "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) JANUARY 6, 1999
                                                 ---------------

                  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  January 6,  1999,  Cellular  Communications  International,  Inc.  (the
"Company")  announced that approximately Euro 234,000,000 of Notes (representing
approximately  99% of the  outstanding  Notes)  had  been  tendered  as of 12:00
midnight,  New York  City  time,  on  January  5,  1999 in  connection  with its
previously  announced  tender  offer  and  consent  solicitation  for  its  Euro
235,000,000 9-1/2% Senior Discount Notes Due 2005.

     Having  received the  requisite  consents  from holders of Notes,  CCIL has
entered into a  Supplemental  Indenture that provides that the amendments to the
Indenture  relating to the Notes  described in the Offer to Purchase and Consent
Solicitation  Statement dated December 18, 1998 will become operative only upon,
and  simultaneously  with,  the  satisfaction  of all of the  conditions  to the
acceptance of validly tendered Notes and the acceptance thereof for payment.

     The tender offer and consent solicitation  (including,  but not limited to,
the  payment  of the  purchase  price  for the Notes  and the  consent  fees) 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.

     A copy of the Supplemental Indenture and of the press release issued by the
Company  announcing the above are attached  hereto as exhibits and  incorporated
herein by reference.

Item 7.  Financial Statements and Exhibits.

         Exhibits

         4        First Supplemental Indenture, dated January 6, 1999

         99       Press Release issued January 6, 1999
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: January 7, 1999
EXHIBIT INDEX

Exhibit                                                                    Page

  4        First Supplemental Indenture, dated January 6, 1999

  99       Press Release issued January 6, 1999