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) FEBRUARY 2, 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 February 2, 1999, Cellular Communications  International,  Inc. ("CCIL")
announced that it had closed its tender offer and consent  solicitation  for its
Euro 235,000,000 9-1/2% Senior Discount Notes Due 2005. The tender offer expired
at 5:00 p.m.,  New York City time, on February 2, 1999.  All of the  outstanding
Notes were tendered for payment.

     The total  purchase  price per Euro 1,000  principal  amount at maturity of
tendered  Notes will be Euro 855.00.  The total purchase price was calculated on
January  29,  1999  pursuant  to and in the  manner  set  forth in the  Offer to
Purchase and Consent  Solicitation  Statement  dated December 18, 1998 . Of such
total  purchase  price,  an amount  equal to Euro  15.00  constituted  a consent
payment per Euro 1,000 principal amount at maturity of Notes.

     The  announcement  also  described  that the  tender  offer  by  Kensington
Acquisition  Sub, Inc., a wholly owned  subsidiary of Mannesmann AG and Olivetti
S.p.A., to acquire a majority of the outstanding  shares of common stock of CCIL
has been closed with  Kensington  Acquisition  Sub,  Inc.  acquiring  12,079,305
shares  of  CCIL's  common  stock,  representing   approximately  68.6%  of  the
outstanding shares of CCIL (or 55.4% of the shares on a fully diluted basis).

     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 February 2, 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: February 3, 1999



<PAGE>

                                  EXHIBIT INDEX



Exhibit                                                                 Page


   99     Press Release issued February 2, 1999
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K - FEBRUARY 2, 1999", "secsgml_size_bytes": 4248}]
{"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": "99520513"}, "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) FEBRUARY 2, 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 February 2, 1999, Cellular Communications  International,  Inc. ("CCIL")
announced that it had closed its tender offer and consent  solicitation  for its
Euro 235,000,000 9-1/2% Senior Discount Notes Due 2005. The tender offer expired
at 5:00 p.m.,  New York City time, on February 2, 1999.  All of the  outstanding
Notes were tendered for payment.

     The total  purchase  price per Euro 1,000  principal  amount at maturity of
tendered  Notes will be Euro 855.00.  The total purchase price was calculated on
January  29,  1999  pursuant  to and in the  manner  set  forth in the  Offer to
Purchase and Consent  Solicitation  Statement  dated December 18, 1998 . Of such
total  purchase  price,  an amount  equal to Euro  15.00  constituted  a consent
payment per Euro 1,000 principal amount at maturity of Notes.

     The  announcement  also  described  that the  tender  offer  by  Kensington
Acquisition  Sub, Inc., a wholly owned  subsidiary of Mannesmann AG and Olivetti
S.p.A., to acquire a majority of the outstanding  shares of common stock of CCIL
has been closed with  Kensington  Acquisition  Sub,  Inc.  acquiring  12,079,305
shares  of  CCIL's  common  stock,  representing   approximately  68.6%  of  the
outstanding shares of CCIL (or 55.4% of the shares on a fully diluted basis).

     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 February 2, 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: February 3, 1999
EXHIBIT INDEX

Exhibit                                                                 Page

   99     Press Release issued February 2, 1999