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 19, 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 19, 1999, Cellular Communications  International,  Inc. ("CCIL")
announced  that it was  extending the  expiration  date for its tender offer and
consent  solicitation for its Euro 235,000,000  9-1/2% Senior Discount Notes Due
2005 until 5:00 p.m., New York City time, on February 2, 1999.

     Approximately Euro 234,000,000 of Notes (representing  approximately 99% of
the  outstanding  Notes) have already been  tendered and 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.
Kensington Acquisition Sub, Inc., a wholly owned subsidiary of Mannesmann AG and
Olivetti S.p.A., concurrently extended the expiration date to acquire a majority
of the outstanding shares of common stock of CCIL.

     The tender offer and consent solicitation  (including,  but not limited to,
the payment of the purchase  price for the Notes and the consent  fees)  remains
conditioned upon, among other things,  the consummation of the Kensington tender
offer to acquire CCIL's common stock.  The tender offer to acquire CCIL's common
stock has been extended  through 12:00 midnight,  New York City time, on Monday,
February 1, 1999.

     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 January 19, 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 20, 1999

<PAGE>


                                  EXHIBIT INDEX



Exhibit                                                                   Page


   99       Press Release issued January 19, 1999
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K - JANUARY 19, 1999", "secsgml_size_bytes": 4378}]
{"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": "99508824"}, "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 19, 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 19, 1999, Cellular Communications  International,  Inc. ("CCIL")
announced  that it was  extending the  expiration  date for its tender offer and
consent  solicitation for its Euro 235,000,000  9-1/2% Senior Discount Notes Due
2005 until 5:00 p.m., New York City time, on February 2, 1999.

     Approximately Euro 234,000,000 of Notes (representing  approximately 99% of
the  outstanding  Notes) have already been  tendered and 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.
Kensington Acquisition Sub, Inc., a wholly owned subsidiary of Mannesmann AG and
Olivetti S.p.A., concurrently extended the expiration date to acquire a majority
of the outstanding shares of common stock of CCIL.

     The tender offer and consent solicitation  (including,  but not limited to,
the payment of the purchase  price for the Notes and the consent  fees)  remains
conditioned upon, among other things,  the consummation of the Kensington tender
offer to acquire CCIL's common stock.  The tender offer to acquire CCIL's common
stock has been extended  through 12:00 midnight,  New York City time, on Monday,
February 1, 1999.

     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 January 19, 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 20, 1999
EXHIBIT INDEX

Exhibit                                                                   Page

   99       Press Release issued January 19, 1999