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) MARCH 11, 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  March  11,  1998,  Cellular  Communications  International,  Inc.  (the
"Company"),  announced that it priced a concurrent  offering of Senior Notes due
2005 (the  "Senior  Notes")  and  Convertible  Subordinated  Notes due 2005 (the
"Convertible  Notes" and,  together  with the Senior Notes,  the  "Notes").  The
Company will raise  approximately Euro 147 million  (approximately $163 million)
of gross  proceeds  from the issue of the  Senior  Notes and  approximately  $75
million from the issue of the Convertible Notes.

     A copy of the press release  issued by the Company  announcing the above is
attached hereto as an exhibit and incorporated herein by reference.


Item 7.     Financial Statements and Exhibits.

            Exhibits

            99    Press Release issued March 11, 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: March 11, 1998

<PAGE>



                                  EXHIBIT INDEX



Exhibit                                                                 Page


99          Press Release issued on March 11, 1998.
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K - MARCH 11, 1998", "secsgml_size_bytes": 3238}]
{"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": "98564551"}, "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) MARCH 11, 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  March  11,  1998,  Cellular  Communications  International,  Inc.  (the
"Company"),  announced that it priced a concurrent  offering of Senior Notes due
2005 (the  "Senior  Notes")  and  Convertible  Subordinated  Notes due 2005 (the
"Convertible  Notes" and,  together  with the Senior Notes,  the  "Notes").  The
Company will raise  approximately Euro 147 million  (approximately $163 million)
of gross  proceeds  from the issue of the  Senior  Notes and  approximately  $75
million from the issue of the Convertible Notes.

     A copy of the press release  issued by the Company  announcing the above is
attached hereto as an exhibit and incorporated herein by reference.

Item 7.     Financial Statements and Exhibits.

            Exhibits

            99    Press Release issued March 11, 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: March 11, 1998
EXHIBIT INDEX

Exhibit                                                                 Page

99          Press Release issued on March 11, 1998.