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 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 December 11, 1998,  Cellular  Communications  International,  Inc.  (the
"Company"),  Olivetti S.p.A. and Mannesmann AG announced that they have signed a
definitive  merger  agreement for Olivetti and  Mannesmann to acquire  through a
newly formed  entity  (Kensington  Acquisition  Sub,  Inc.) all the  outstanding
common stock of the Company.

     Under the agreement,  Olivetti and Mannesmann  will commence,  on or before
December  18,  1998,  a  US$65.75  per  share  cash  tender  offer  for  all the
outstanding shares of common stock of the Company. Following the consummation of
the tender  offer,  Olivetti and  Mannesmann  will acquire  through a merger all
shares not purchased in the tender offer at the same price. This would result in
an aggregate  equity  purchase  price on a fully diluted basis of  approximately
US$1.4 billion.

     The Board of  Directors  of each of the  companies  has approved the tender
offer and the related  transactions.  Goldman,  Sachs & Co. advised Olivetti and
Mannesmann on the transaction. The Company's Board has determined that the terms
of the tender  offer and merger are fair to, and in the best  interests  of, the
Company and its stockholders,  and has recommended that all stockholders  accept
the offer.  The Board of  Directors  of the Company has received an opinion from
its financial  advisor,  Wasserstein  Perella & Co., Inc. to the effect that the
consideration  proposed to be paid in the  transaction  is fair to the Company's
stockholders from a financial point of view.
 
     The tender offer will be conditioned  upon, among other things,  the tender
of a number of shares which  represents a majority of the outstanding  shares of
common stock on a fully diluted basis. The tender offer will not be subject to a
financing contingency.

Item 7. Financial Statements and Exhibits.

     Exhibits

     99.1     Press Release issued December 11, 1998.

     99.2     Agreement and Plan of Merger, dated as of December 11, 1998
              between the Company and Kensington Acquisition Sub, Inc.

     99.3     Stock Option Agreement, dated as of December 11, 1998 between
              Kensington Acquisition Sub, Inc. and the Company 

     99.4     Stockholders Agreement, dated as of December 11, 1998 between
              Kensington Acquisition Sub, Inc. and the Company 

     99.5     Guarantee, dated as of December 11, 1998 between Kensington
              Acquisition Sub, Inc. and the Company

<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 14, 1998

<PAGE>


                                  EXHIBIT INDEX



Exhibit                                                                    Page
-------                                                                    ----

 99.1     Press Release issued December 11, 1998.

 99.2     Agreement and Plan of Merger, dated as of December 11, 1998
          between the Company and Kensington Acquisition Sub, Inc.

 99.3     Stock Option Agreement, dated as of December 11, 1998 between
          Kensington Acquisition Sub, Inc. and the Company 

 99.4     Stockholders Agreement, dated as of December 11, 1998 between
          Kensington Acquisition Sub, Inc. and the Company 

 99.5     Guarantee, dated as of December 11, 1998 between Kensington
          Acquisition Sub, Inc. and the Company
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{"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": "98768783"}, "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 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 December 11, 1998,  Cellular  Communications  International,  Inc.  (the
"Company"),  Olivetti S.p.A. and Mannesmann AG announced that they have signed a
definitive  merger  agreement for Olivetti and  Mannesmann to acquire  through a
newly formed  entity  (Kensington  Acquisition  Sub,  Inc.) all the  outstanding
common stock of the Company.

     Under the agreement,  Olivetti and Mannesmann  will commence,  on or before
December  18,  1998,  a  US$65.75  per  share  cash  tender  offer  for  all the
outstanding shares of common stock of the Company. Following the consummation of
the tender  offer,  Olivetti and  Mannesmann  will acquire  through a merger all
shares not purchased in the tender offer at the same price. This would result in
an aggregate  equity  purchase  price on a fully diluted basis of  approximately
US$1.4 billion.

     The Board of  Directors  of each of the  companies  has approved the tender
offer and the related  transactions.  Goldman,  Sachs & Co. advised Olivetti and
Mannesmann on the transaction. The Company's Board has determined that the terms
of the tender  offer and merger are fair to, and in the best  interests  of, the
Company and its stockholders,  and has recommended that all stockholders  accept
the offer.  The Board of  Directors  of the Company has received an opinion from
its financial  advisor,  Wasserstein  Perella & Co., Inc. to the effect that the
consideration  proposed to be paid in the  transaction  is fair to the Company's
stockholders from a financial point of view.
 
     The tender offer will be conditioned  upon, among other things,  the tender
of a number of shares which  represents a majority of the outstanding  shares of
common stock on a fully diluted basis. The tender offer will not be subject to a
financing contingency.

Item 7. Financial Statements and Exhibits.

     Exhibits

     99.1     Press Release issued December 11, 1998.

     99.2     Agreement and Plan of Merger, dated as of December 11, 1998
              between the Company and Kensington Acquisition Sub, Inc.

     99.3     Stock Option Agreement, dated as of December 11, 1998 between
              Kensington Acquisition Sub, Inc. and the Company 

     99.4     Stockholders Agreement, dated as of December 11, 1998 between
              Kensington Acquisition Sub, Inc. and the Company 

     99.5     Guarantee, dated as of December 11, 1998 between Kensington
              Acquisition Sub, Inc. and the Company
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 14, 1998
EXHIBIT INDEX

Exhibit                                                                    Page
-------                                                                    ----

 99.1     Press Release issued December 11, 1998.

 99.2     Agreement and Plan of Merger, dated as of December 11, 1998
          between the Company and Kensington Acquisition Sub, Inc.

 99.3     Stock Option Agreement, dated as of December 11, 1998 between
          Kensington Acquisition Sub, Inc. and the Company 

 99.4     Stockholders Agreement, dated as of December 11, 1998 between
          Kensington Acquisition Sub, Inc. and the Company 

 99.5     Guarantee, dated as of December 11, 1998 between Kensington
          Acquisition Sub, Inc. and the Company