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 9, 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  9,  1998,  Cellular  Communications  International,   Inc.  (the
"Company"),  announced that it was extending its previously  announced  offer to
purchase all of its outstanding  13-1/4% Senior Discount Notes due 2000 and that
it was amending the minimum tender  condition of the offer to reduce the minimum
percentage of Senior Notes required to be validly  tendered from 90% to 80%. The
offer has been extended through 5:00 p.m., New York City time, on Tuesday, March
17,  1998.  According  to The  Chase  Manhattan  Bank,  the  depositary  for the
solicitation,  approximately $232,389,000 (82.55%) aggregate principal amount at
maturity of Senior Notes had been tendered as of 5:00 p.m.,  New York City time,
on Monday, March 9, 1998.

     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 9, 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 9, 1998.
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K - MARCH 9, 1998", "secsgml_size_bytes": 3459}]
{"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": "98564546"}, "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 9, 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  9,  1998,  Cellular  Communications  International,   Inc.  (the
"Company"),  announced that it was extending its previously  announced  offer to
purchase all of its outstanding  13-1/4% Senior Discount Notes due 2000 and that
it was amending the minimum tender  condition of the offer to reduce the minimum
percentage of Senior Notes required to be validly  tendered from 90% to 80%. The
offer has been extended through 5:00 p.m., New York City time, on Tuesday, March
17,  1998.  According  to The  Chase  Manhattan  Bank,  the  depositary  for the
solicitation,  approximately $232,389,000 (82.55%) aggregate principal amount at
maturity of Senior Notes had been tendered as of 5:00 p.m.,  New York City time,
on Monday, March 9, 1998.

     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 9, 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 9, 1998.