PROSPECTUS SUPPLEMENT NO. 3                                    Filed pursuant to
(To Prospectus dated May 13, 1998)                                Rule 424(b)(3)
                                                      Registration No. 333-50169

$86,250,000

Cellular Communications International, Inc.
6% Convertible Subordinated Notes Due 2005

     This  Prospectus  Supplement  No. 3 supplements  and amends the  Prospectus
dated May 13, 1998 as amended and  supplemented  by the  Prospectus  Supplements
dated  May 28,  1998 and June 4,  1998 (the  "Prospectus"),  relating  to the 6%
Convertible  Subordinated  Notes Due 2005 (the "Convertible  Notes") of Cellular
Communications  International,  Inc.  (the  "Company")  and  the  shares  of the
Company's common stock, par value $.01 per share ("Common Stock"), issuable upon
conversion of the Convertible Notes.

     The table on page 70 of the Prospectus sets forth  information with respect
to the Selling Holders (as defined in the Prospectus) and the respective amounts
of  Convertible  Notes  beneficially  owned by each  Selling  Holder that may be
offered  pursuant  to  the  Prospectus  (as  supplemented  and  amended).   This
Prospectus  Supplement  amends that table by (i) replacing item 39 of that table
with the  corresponding  item set forth  below and (ii) adding item 40 set forth
below to that table.


                                                                     NUMBER OF UNITS       TOTAL NUMBER OF
                                                                     BEING REGISTERED     UNITS BENEFICIALLY
     NAME OF BENEFICIAL HOLDER                                            HEREBY                 OWNED
     -------------------------                                       ----------------     ------------------
                                                                                       
"39. Banc America Robertson Stephens..............................   $  2,000,000           $  2,000,000
 40. Unidentified Selling Holders.................................   $ 14,792,000           $ 14,792,000
                                                                     ------------           ------------
                Total.............................................   $ 86,250,000           $ 86,250,000"


     The Prospectus, together with this Prospectus Supplement No. 3, constitutes
the prospectus required to be delivered by Section 5(b) of the Securities Act of
1933, as amended,  with respect to offers and sales of the Convertible Notes and
the Common Stock issuable upon conversion of the Convertible Notes.

     Prospective investors should carefully consider matters discussed under the
caption "Risk Factors" beginning on page 9 of the Prospectus.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         The date of this Prospectus Supplement No. 3 is June 16, 1998.