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) JUNE 4, 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  June  4,  1998,  the  Company  amended  its  Restated   Certificate  of
Incorporation to increase its authorized common stock to 75,000,000  shares, par
value $0.01 per share, from 25,000,000 shares, par value $0.01 per share.

     A copy of the  Certificate  of  Amendment  filed  by the  Company  with the
Secretary of State of Delaware is attached hereto as an exhibit and incorporated
herein by reference.


Item 7.     Financial Statements and Exhibits.

            Exhibits

            3(i)    Certificate   of   Amendment  to  the   Company's   Restated
                    Certificate of  Incorporation, filed June 4, 1998,  with the
                    Secretary of State of the State of Delaware.

 

<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-General Counsel,
                                      Treasurer and Secretary


Dated: June 5, 1998

<PAGE>


                                  EXHIBIT INDEX



Exhibit                                                                 Page

  3(i)   Certificate of Amendment to the Company's Restated
         Certificate of Incorporation, filed June 4, 1998, with
         the Secretary of State of the State of Delaware.
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K JUNE 4, 1998", "secsgml_size_bytes": 3417}]
{"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": "98643136"}, "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) JUNE 4, 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  June  4,  1998,  the  Company  amended  its  Restated   Certificate  of
Incorporation to increase its authorized common stock to 75,000,000  shares, par
value $0.01 per share, from 25,000,000 shares, par value $0.01 per share.

     A copy of the  Certificate  of  Amendment  filed  by the  Company  with the
Secretary of State of Delaware is attached hereto as an exhibit and incorporated
herein by reference.

Item 7.     Financial Statements and Exhibits.

            Exhibits

            3(i)    Certificate   of   Amendment  to  the   Company's   Restated
                    Certificate of  Incorporation, filed June 4, 1998,  with the
                    Secretary of State of the State of Delaware.
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-General Counsel,
                                      Treasurer and Secretary

Dated: June 5, 1998
EXHIBIT INDEX

Exhibit                                                                 Page

  3(i)   Certificate of Amendment to the Company's Restated
         Certificate of Incorporation, filed June 4, 1998, with
         the Secretary of State of the State of Delaware.