REGISTRATION NO. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                   CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its charter)

         DELAWARE                                    13-3221852
  (State of incorporation)              (I.R.S. employer identification no.)

                 110 EAST 59TH STREET, NEW YORK, NEW YORK 10022
               (Address of principal executive offices, zip code)

  CELLULAR COMMUNICATIONS INTERNATIONAL, INC. 1991 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the Plan)

                            RICHARD J. LUBASCH, ESQ.
         SENIOR VICE PRESIDENT, GENERAL COUNSEL, TREASURER AND SECRETARY
                   CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
                              110 EAST 59TH STREET
                            NEW YORK, NEW YORK 10022
                                  (212)906-8480
(Name, address and telephone number, including area code, of agent for service)

                                   Copies to:
                             THOMAS H. KENNEDY, ESQ.
                      SKADDEN, ARPS, SLATE, MEAGHER & FLOM
                                919 THIRD AVENUE
                            NEW YORK, NEW YORK 10022
                                  (212)735-2526

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
Title of Securities to be               Amount to be           Proposed Maximum            Proposed Maximum       Amount of Regis-
Registered                              Registered             Offering Price              Aggregate Offering     tration Fee (3)
                                                               Per Share(1)(2)             Price (2)
----------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                    <C>                         <C>                    <C>
Common Stock, par value                 109,500 (4)            $48.8125                    $5,344,969             $1,576.77
$0.01 per share (including
Series A Junior Participating
Preferred Stock Purchase
Rights)(5)
==================================================================================================================================
</TABLE>

(1)  Estimated  pursuant  to  paragraphs  (c) and (h) of Rule 457 under the
     Securities  Act of 1933,  as amended (the  "Securities  Act"),  on the
     basis of the  average  of the high and low sale  prices for a share of
     Common Stock on the National  Association of Securities Dealers,  Inc.
     Automated Quotations/Stock Market on January 20, 1998.

(2)  Estimated solely for the purpose of calculating the registration fee.

(3)  The registration  fee has been calculated  pursuant to Section 6(b) of
     the Securities Act.

(4)  Plus such  additional  number  of  shares  of  Common  Stock as may be
     issuable  pursuant  to the  antidilution  provisions  of the  Cellular
     Communications International, Inc. 1991 Employee Stock Option Plan.

(5)  Prior  to the  occurrence  of  certain  events,  the  Series  A Junior
     Participating  Preferred Stock Purchase Rights (the "Rights") will not
     be evidenced  separately from the Common Stock. The value attributable
     to the Rights, if any, is reflected in the value of the Common Stock.

                 
<PAGE>


     Pursuant to Instruction E of Form S-8 with respect to the  registration  of
additional securities,  the Registration Statement dated December 7, 1992 of the
registrant, Cellular Communications International,  Inc., a Delaware corporation
(the "Company"),  filed on Form  S-8  (File  No.  33-41528),  and all  exhibits
thereto,  the Registration  Statement dated May 12, 1994 of the Company filed on
Form S-8 (File No.  33-78846),  and all exhibits  thereto,  and the Registration
Statement  dated  February  9, 1995 of the  Company  filed on Form S-8 (File No.
33-89366),  and all  exhibits  thereto,  are  incorporated  by reference in this
Registration Statement.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 8.  Exhibits

         5        Opinion of  Richard J.  Lubasch,  Esq.  regarding  the
                  legality of the securities being registered

         23.1     Consent of  Richard  J.  Lubasch,  Esq.  (included  as
                  part of Exhibit 5)

         23.2     Consent of Ernst & Young LLP

         24       Powers of Attorney










                               Page 2 of 15 Pages

<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 New  York,  State of New  York,  on this  22nd day of
January, 1998.

                                CELLULAR COMMUNICATIONS
                                INTERNATIONAL, INC.


                                By: /s/ Richard J. Lubasch
                                   --------------------------------------
                                   Richard J. Lubasch
                                   Senior Vice President-General Counsel,
                                     Treasurer and Secretary


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

Name                      Title                                 Date

 
         *                Chairman, President and Chief         January 22, 1998
----------------------      Executive Officer
William B. Ginsberg


         *                Executive Vice President, Chief       January 22, 1998
----------------------      Operating and Financial Officer
J. Barclay Knapp            and Director


         *                Vice President-Controller (Chief      January 22, 1998
----------------------       Accounting Officer)
Gregg Gorelick


                               Page 3 of 15 Pages

<PAGE>


         *                Director                              January 22, 1998
----------------------
Sidney R. Knafel


         *                Director                              January 22, 1998
----------------------
Del Mintz


         *                Director                              January 22, 1998
----------------------
Alan J. Patricof


         *                Director                              January 22, 1998
---------------------- 
Warren Potash



* By: /s/ Richard J. Lubasch
     -----------------------
     Richard J. Lubasch
     Attorney-in-Fact

















                               Page 4 of 15 Pages

<PAGE>


                                  EXHIBIT INDEX


Exhibit No.       Description of Exhibit                      Page No.
-----------       ----------------------                      --------

5                 Opinion of Richard J. Lubasch, Esq.            6
                  regarding the legality of the securities
                  being registered

23.1              Consent of Richard J. Lubasch, Esq.
                  (included as part of Exhibit 5)

23.2              Consent of Ernst & Young LLP                   8

24                Powers of Attorney                             9























                               Page 5 of 15 Pages
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 8168}]
{"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": "S-8", "act": "33", "file-number": "333-44761", "film-number": "98511336"}, "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"}}
REGISTRATION NO. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                   CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its charter)

         DELAWARE                                    13-3221852
  (State of incorporation)              (I.R.S. employer identification no.)

                 110 EAST 59TH STREET, NEW YORK, NEW YORK 10022
               (Address of principal executive offices, zip code)

  CELLULAR COMMUNICATIONS INTERNATIONAL, INC. 1991 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the Plan)

                            RICHARD J. LUBASCH, ESQ.
         SENIOR VICE PRESIDENT, GENERAL COUNSEL, TREASURER AND SECRETARY
                   CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
                              110 EAST 59TH STREET
                            NEW YORK, NEW YORK 10022
                                  (212)906-8480
(Name, address and telephone number, including area code, of agent for service)

                                   Copies to:
                             THOMAS H. KENNEDY, ESQ.
                      SKADDEN, ARPS, SLATE, MEAGHER & FLOM
                                919 THIRD AVENUE
                            NEW YORK, NEW YORK 10022
                                  (212)735-2526

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Title of Securities to be               Amount to be           Proposed Maximum            Proposed Maximum       Amount of Regis-
Registered                              Registered             Offering Price              Aggregate Offering     tration Fee (3)
                                                               Per Share(1)(2)             Price (2)
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value                 109,500 (4)            $48.8125                    $5,344,969             $1,576.77
$0.01 per share (including
Series A Junior Participating
Preferred Stock Purchase
Rights)(5)
==================================================================================================================================
(1)  Estimated  pursuant  to  paragraphs  (c) and (h) of Rule 457 under the
     Securities  Act of 1933,  as amended (the  "Securities  Act"),  on the
     basis of the  average  of the high and low sale  prices for a share of
     Common Stock on the National  Association of Securities Dealers,  Inc.
     Automated Quotations/Stock Market on January 20, 1998.

(2)  Estimated solely for the purpose of calculating the registration fee.

(3)  The registration  fee has been calculated  pursuant to Section 6(b) of
     the Securities Act.

(4)  Plus such  additional  number  of  shares  of  Common  Stock as may be
     issuable  pursuant  to the  antidilution  provisions  of the  Cellular
     Communications International, Inc. 1991 Employee Stock Option Plan.

(5)  Prior  to the  occurrence  of  certain  events,  the  Series  A Junior
     Participating  Preferred Stock Purchase Rights (the "Rights") will not
     be evidenced  separately from the Common Stock. The value attributable
     to the Rights, if any, is reflected in the value of the Common Stock.
Pursuant to Instruction E of Form S-8 with respect to the  registration  of
additional securities,  the Registration Statement dated December 7, 1992 of the
registrant, Cellular Communications International,  Inc., a Delaware corporation
(the "Company"),  filed on Form  S-8  (File  No.  33-41528),  and all  exhibits
thereto,  the Registration  Statement dated May 12, 1994 of the Company filed on
Form S-8 (File No.  33-78846),  and all exhibits  thereto,  and the Registration
Statement  dated  February  9, 1995 of the  Company  filed on Form S-8 (File No.
33-89366),  and all  exhibits  thereto,  are  incorporated  by reference in this
Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits

         5        Opinion of  Richard J.  Lubasch,  Esq.  regarding  the
                  legality of the securities being registered

         23.1     Consent of  Richard  J.  Lubasch,  Esq.  (included  as
                  part of Exhibit 5)

         23.2     Consent of Ernst & Young LLP

         24       Powers of Attorney

                               Page 2 of 15 Pages
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 New  York,  State of New  York,  on this  22nd day of
January, 1998.

                                CELLULAR COMMUNICATIONS
                                INTERNATIONAL, INC.

                                By: /s/ Richard J. Lubasch
                                   --------------------------------------
                                   Richard J. Lubasch
                                   Senior Vice President-General Counsel,
                                     Treasurer and Secretary

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

Name                      Title                                 Date

 
         *                Chairman, President and Chief         January 22, 1998
----------------------      Executive Officer
William B. Ginsberg

         *                Executive Vice President, Chief       January 22, 1998
----------------------      Operating and Financial Officer
J. Barclay Knapp            and Director

         *                Vice President-Controller (Chief      January 22, 1998
----------------------       Accounting Officer)
Gregg Gorelick

                               Page 3 of 15 Pages
*                Director                              January 22, 1998
----------------------
Sidney R. Knafel

         *                Director                              January 22, 1998
----------------------
Del Mintz

         *                Director                              January 22, 1998
----------------------
Alan J. Patricof

         *                Director                              January 22, 1998
---------------------- 
Warren Potash

* By: /s/ Richard J. Lubasch
     -----------------------
     Richard J. Lubasch
     Attorney-in-Fact

                               Page 4 of 15 Pages
EXHIBIT INDEX

Exhibit No.       Description of Exhibit                      Page No.
-----------       ----------------------                      --------

5                 Opinion of Richard J. Lubasch, Esq.            6
                  regarding the legality of the securities
                  being registered

23.1              Consent of Richard J. Lubasch, Esq.
                  (included as part of Exhibit 5)

23.2              Consent of Ernst & Young LLP                   8

24                Powers of Attorney                             9

                               Page 5 of 15 Pages