<PAGE>
 
       As filed with the Securities and Exchange Commission on December 4, 1995.

                                                    Registration No. 33-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                    ----------------------------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                             COMMNET CELLULAR INC.
                             ---------------------
             (Exact name of registrant as specified in its charter)

                        COLORADO                   84-0924904
                        --------                   ----------
                (State or other juris-         (I.R.S. Employer
                diction of incorporation      Identification No.)
                or organization)


                         5990 GREENWOOD PLAZA BOULEVARD
                           ENGLEWOOD, COLORADO 80111
          -----------------------------------------------------------------
          (Address, including zip code of Principal Executive Offices)

                STOCK OPTION AGREEMENT DATED SEPTEMBER 19, 1995
                -----------------------------------------------
                            (Full Title of the Plan)

                              Amy M. Shapiro, Esq.
                   Senior Vice President and General Counsel
                             CommNet Cellular Inc.
                         5990 Greenwood Plaza Boulevard
                           Englewood, Colorado 80111
                                 (303) 694-3234
                                 --------------
                      (Name, address and telephone number,
                   including area code, of agent for service)
                               ------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 
                                           Proposed    Proposed     
                                            maximum     maximum    
 Title of each class of       Amount to    offering    aggregate     Amount of
    securities to be             be        price per   offering    registration
       registered            registered      share       price          fee
================================================================================
<S>                          <C>           <C>        <C>          <C>
Common Stock, $.001 par      
 value per share             60,000 shares  $30.375   $1,822,500       $629
================================================================================
</TABLE>
<PAGE>
 
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents which have been filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are hereby incorporated by reference in this Registration
Statement:

          (1)    the Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994, as amended by Form 10-K/A No. 1 dated January 11,
1995, Form 10-K/A No. 2 dated May 25, 1995 and Form 10-K/A No. 3 dated June 16,
1995;

          (2)    the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1994, as amended by Form 10-Q/A No. 1 dated May 25,
1995;

          (3)    the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1995, as amended by Form 10-Q/A No. 1 dated June 16,
1995;

          (4)    the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1995;

          (5)    all other documents filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the shares to which
this Prospectus relates;

          (6)    the description of the Registrant's Common Stock contained in 
the Registrant's Registration Statement on Form 8-A filed October 6, 1986; and

          (7)    the description of the Registrant's Preferred Stock Purchase
Rights contained in the Registrant's Registration Statement on Form 8-A filed
December 20, 1990.

Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein (an "Incorporated Document") shall be deemed to
be modified or superseded for all purposes to the extent that a statement
contained in this Prospectus or in any other subsequently filed Incorporated
Document or in an accompanying prospectus supplement modifies or supersedes such
statement.

                                      II-1

<PAGE>
 
ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The validity of the shares of Common Stock offered pursuant to this
Registration Statement will be passed upon for the Registrant by Amy M. Shapiro,
Vice President and General Counsel for the Registrant. As of November 30, 1995,
Ms. Shapiro was the beneficial owner (for purposes of the Exchange Act) of
41,175 shares of Common Stock.


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Article IX of the Registrant's Amended and First Restated Articles of
Incorporation provides in part:

     B.   The Corporation shall, to the fullest extent permitted by applicable
law, (i) indemnify, and (ii) advance litigation expenses prior to the final
disposition of an action, to any person made or threatened to be made a party to
an action or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he or she is or was a director or
officer of the Corporation or served any other enterprise as a director or
officer at the request of the Corporation and such rights of indemnification and
to advancement of litigation expenses shall also be applicable to the heirs,
executors, administrators and legal representatives of such director or officer.

     C.   The foregoing provisions of Article IX shall be deemed to be a
contract between the Corporation and each director and officer who serves in
such capacity at any time while this Article IX is in effect, and any repeal or
modification hereof shall not affect the rights or obligations then or therefore
existing or any action, suit or proceeding theretofore or thereafter brought
based in whole or in part upon any such stated facts.

     D.   The foregoing rights to indemnification and to advancement of
litigation expenses shall not be deemed exclusive of any other rights to which a
director or officer or his or her legal representatives may be entitled apart
from the provisions of this Article IX.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not Applicable.

ITEM 8.   EXHIBITS.

     *5.1 Opinion of Amy M. Shapiro, General Counsel for the Registrant,
          regarding the legality of the Common Stock being registered.

                                      II-2

<PAGE>

     *10.1  Stock Option Agreement dated September 19, 1995, between the
            Registrant and Doron Lurie.

     *23.1  Consent of Ernst & Young LLP, independent auditors.

     *23.2  Consent of Amy M. Shapiro, General Counsel for the Registrant
            (included in the opinion filed as Exhibit 5.1).

____________________

*  Filed herewith.


ITEM 9.   UNDERTAKINGS.

          The undersigned registrant hereby undertakes:

          a. To file, during any period in which offers or sales are being made,
          a post-effective amendment to this registration statement to include
          any material information with respect to the plan of distribution not
          previously disclosed in the registration statement or any material
          change to such information.

          b. That, for the purpose of determining any liability under the
          Securities Act of 1933, each post-effective amendment shall be deemed
          to be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

          c. To remove from registration by means of a post-effective amendment
          any of the securities being registered which remain unsold at the
          termination of the offering.

          d. That, for purposes of determining any liability under the
          Securities Act of 1933, each filing of the registrant's annual report
          pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
          where applicable, each filing of an employee benefit plan's annual
          report pursuant to Section 15(d) of the Exchange Act) that is
          incorporated by reference in the registration statement shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

          e. To deliver or cause to be delivered with the prospectus, to each
          person to whom the prospectus is sent or given, the latest annual
          report to security holders that is incorporated by reference in the
          prospectus and furnished pursuant to and meeting the requirements of
          Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim
          financial information required to be presented by Article 3 of
          Regulation S-X are not set forth in the prospectus, to deliver, or
          cause to be delivered to each person to whom the prospectus is sent or
          given, the latest quarterly report that is specifically incorporated
          by reference in the prospectus to provide such interim financial
          information.

                                      II-3

<PAGE>
 
         f.    Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the registrant pursuant to the foregoing
         provisions, or otherwise, the registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Act and is, therefore,
         unenforceable. In the event that a claim for indemnification against
         such liabilities (other than the payment by the registrant of expenses
         incurred or paid by a director, officer or controlling person of the
         registrant in the successful defense of any action, suit or proceeding)
         is asserted by such director, officer or controlling person in
         connection with the securities being registered, the registrant will,
         unless in the opinion of its counsel the matter has been settled by
         controlling precedent, submit to a court of appropriate jurisdiction
         the question whether such indemnification by it is against public
         policy as expressed in the Act and will be governed by the final
         adjudication of such issue.

                                      II-4

<PAGE>
 
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Englewood, State of Colorado, on December 4, 1995.

                               COMMNET CELLULAR INC.

                               By:  /s/ ARNOLD C. POHS
                                    ------------------
                                    Arnold C. Pohs, President

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
 
SIGNATURE                                  TITLE                         DATE
- ------------------------  ---------------------------------------  ----------------
<S>                       <C>                                      <C>
/s/ ARNOLD C. POHS        Chairman of the Board, President         December 4, 1995
- ------------------------  and Chief Executive Officer
Arnold C. Pohs            (Principal Executive Officer)
                          
 
/s/ DANIEL P. DWYER       Vice President-Finance, Treasurer,       December 4, 1995
- ------------------------  Chief Financial Officer and Director
Daniel P. Dwyer           (Principal Financial Officer)
                          
 
/s/ ANDREW J. GARDNER     Assistant Vice President-Accounting/Tax  December 4, 1995
- ------------------------  (Principal Accounting Officer)
Andrew J. Gardner         
 
/s/ JOHN E. HAYES, JR.    Director                                 December 4, 1995
- ------------------------
John E. Hayes, Jr.
 
/s/ ROBERT J. PADEN       Director                                 December 4, 1995
- ------------------------
Robert J. Paden
 
/s/ DAVID E. SIMMONS      Director                                 December 4, 1995
- ------------------------
David E. Simmons
</TABLE>

                                      II-5
[{"type": "S-8", "sequence": "1", "description": "STOCK OPTION AGMT DATED 9/19/95", "secsgml_size_bytes": 13619}]
{"company-data": {"conformed-name": "COMMNET CELLULAR INC", "cik": "0000787912", "assigned-sic": "4812", "irs-number": "840924904", "state-of-incorporation": "CO", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64735", "film-number": "95599090"}, "business-address": {"street1": "5990 GREENWOOD PLZ BLVD STE 300", "city": "ENGLEWOOD", "state": "CO", "zip": "80111", "phone": "3036943234"}, "mail-address": {"street1": "5990 GREENWOOD PLAZA BLVD", "street2": "SUITE 300", "city": "ENGLEWOOD", "state": "CO", "zip": "80111"}, "former-company": {"former-conformed-name": "CELLULAR INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on December 4, 1995.

                                                    Registration No. 33-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                    ----------------------------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                             COMMNET CELLULAR INC.
                             ---------------------
             (Exact name of registrant as specified in its charter)

                        COLORADO                   84-0924904
                        --------                   ----------
                (State or other juris-         (I.R.S. Employer
                diction of incorporation      Identification No.)
                or organization)

                         5990 GREENWOOD PLAZA BOULEVARD
                           ENGLEWOOD, COLORADO 80111
          -----------------------------------------------------------------
          (Address, including zip code of Principal Executive Offices)

                STOCK OPTION AGREEMENT DATED SEPTEMBER 19, 1995
                -----------------------------------------------
                            (Full Title of the Plan)

                              Amy M. Shapiro, Esq.
                   Senior Vice President and General Counsel
                             CommNet Cellular Inc.
                         5990 Greenwood Plaza Boulevard
                           Englewood, Colorado 80111
                                 (303) 694-3234
                                 --------------
                      (Name, address and telephone number,
                   including area code, of agent for service)
                               ------------------

                        CALCULATION OF REGISTRATION FEE
Proposed    Proposed     
                                            maximum     maximum    
 Title of each class of       Amount to    offering    aggregate     Amount of
    securities to be             be        price per   offering    registration
       registered            registered      share       price          fee
================================================================================
Common Stock, $.001 par      
 value per share             60,000 shares  $30.375   $1,822,500       $629
================================================================================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents which have been filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are hereby incorporated by reference in this Registration
Statement:

          (1)    the Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994, as amended by Form 10-K/A No. 1 dated January 11,
1995, Form 10-K/A No. 2 dated May 25, 1995 and Form 10-K/A No. 3 dated June 16,
1995;

          (2)    the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1994, as amended by Form 10-Q/A No. 1 dated May 25,
1995;

          (3)    the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1995, as amended by Form 10-Q/A No. 1 dated June 16,
1995;

          (4)    the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1995;

          (5)    all other documents filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the shares to which
this Prospectus relates;

          (6)    the description of the Registrant's Common Stock contained in 
the Registrant's Registration Statement on Form 8-A filed October 6, 1986; and

          (7)    the description of the Registrant's Preferred Stock Purchase
Rights contained in the Registrant's Registration Statement on Form 8-A filed
December 20, 1990.

Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein (an "Incorporated Document") shall be deemed to
be modified or superseded for all purposes to the extent that a statement
contained in this Prospectus or in any other subsequently filed Incorporated
Document or in an accompanying prospectus supplement modifies or supersedes such
statement.

                                      II-1
ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The validity of the shares of Common Stock offered pursuant to this
Registration Statement will be passed upon for the Registrant by Amy M. Shapiro,
Vice President and General Counsel for the Registrant. As of November 30, 1995,
Ms. Shapiro was the beneficial owner (for purposes of the Exchange Act) of
41,175 shares of Common Stock.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Article IX of the Registrant's Amended and First Restated Articles of
Incorporation provides in part:

     B.   The Corporation shall, to the fullest extent permitted by applicable
law, (i) indemnify, and (ii) advance litigation expenses prior to the final
disposition of an action, to any person made or threatened to be made a party to
an action or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he or she is or was a director or
officer of the Corporation or served any other enterprise as a director or
officer at the request of the Corporation and such rights of indemnification and
to advancement of litigation expenses shall also be applicable to the heirs,
executors, administrators and legal representatives of such director or officer.

     C.   The foregoing provisions of Article IX shall be deemed to be a
contract between the Corporation and each director and officer who serves in
such capacity at any time while this Article IX is in effect, and any repeal or
modification hereof shall not affect the rights or obligations then or therefore
existing or any action, suit or proceeding theretofore or thereafter brought
based in whole or in part upon any such stated facts.

     D.   The foregoing rights to indemnification and to advancement of
litigation expenses shall not be deemed exclusive of any other rights to which a
director or officer or his or her legal representatives may be entitled apart
from the provisions of this Article IX.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not Applicable.

ITEM 8.   EXHIBITS.

     *5.1 Opinion of Amy M. Shapiro, General Counsel for the Registrant,
          regarding the legality of the Common Stock being registered.

                                      II-2
*10.1  Stock Option Agreement dated September 19, 1995, between the
            Registrant and Doron Lurie.

     *23.1  Consent of Ernst & Young LLP, independent auditors.

     *23.2  Consent of Amy M. Shapiro, General Counsel for the Registrant
            (included in the opinion filed as Exhibit 5.1).

____________________

*  Filed herewith.

ITEM 9.   UNDERTAKINGS.

          The undersigned registrant hereby undertakes:

          a. To file, during any period in which offers or sales are being made,
          a post-effective amendment to this registration statement to include
          any material information with respect to the plan of distribution not
          previously disclosed in the registration statement or any material
          change to such information.

          b. That, for the purpose of determining any liability under the
          Securities Act of 1933, each post-effective amendment shall be deemed
          to be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

          c. To remove from registration by means of a post-effective amendment
          any of the securities being registered which remain unsold at the
          termination of the offering.

          d. That, for purposes of determining any liability under the
          Securities Act of 1933, each filing of the registrant's annual report
          pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
          where applicable, each filing of an employee benefit plan's annual
          report pursuant to Section 15(d) of the Exchange Act) that is
          incorporated by reference in the registration statement shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

          e. To deliver or cause to be delivered with the prospectus, to each
          person to whom the prospectus is sent or given, the latest annual
          report to security holders that is incorporated by reference in the
          prospectus and furnished pursuant to and meeting the requirements of
          Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim
          financial information required to be presented by Article 3 of
          Regulation S-X are not set forth in the prospectus, to deliver, or
          cause to be delivered to each person to whom the prospectus is sent or
          given, the latest quarterly report that is specifically incorporated
          by reference in the prospectus to provide such interim financial
          information.

                                      II-3
f.    Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the registrant pursuant to the foregoing
         provisions, or otherwise, the registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Act and is, therefore,
         unenforceable. In the event that a claim for indemnification against
         such liabilities (other than the payment by the registrant of expenses
         incurred or paid by a director, officer or controlling person of the
         registrant in the successful defense of any action, suit or proceeding)
         is asserted by such director, officer or controlling person in
         connection with the securities being registered, the registrant will,
         unless in the opinion of its counsel the matter has been settled by
         controlling precedent, submit to a court of appropriate jurisdiction
         the question whether such indemnification by it is against public
         policy as expressed in the Act and will be governed by the final
         adjudication of such issue.

                                      II-4
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Englewood, State of Colorado, on December 4, 1995.

                               COMMNET CELLULAR INC.

                               By:  /s/ ARNOLD C. POHS
                                    ------------------
                                    Arnold C. Pohs, President

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE                                  TITLE                         DATE
- ------------------------  ---------------------------------------  ----------------
/s/ ARNOLD C. POHS        Chairman of the Board, President         December 4, 1995
- ------------------------  and Chief Executive Officer
Arnold C. Pohs            (Principal Executive Officer)
                          
 
/s/ DANIEL P. DWYER       Vice President-Finance, Treasurer,       December 4, 1995
- ------------------------  Chief Financial Officer and Director
Daniel P. Dwyer           (Principal Financial Officer)
                          
 
/s/ ANDREW J. GARDNER     Assistant Vice President-Accounting/Tax  December 4, 1995
- ------------------------  (Principal Accounting Officer)
Andrew J. Gardner         
 
/s/ JOHN E. HAYES, JR.    Director                                 December 4, 1995
- ------------------------
John E. Hayes, Jr.
 
/s/ ROBERT J. PADEN       Director                                 December 4, 1995
- ------------------------
Robert J. Paden
 
/s/ DAVID E. SIMMONS      Director                                 December 4, 1995
- ------------------------
David E. Simmons
II-5