1
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 15

Certification and Notice of Termination of Registration under Section 12(g) of
   the Securities Exchange Act of 1934 or Suspension of Duty to File Reports
       Under Sections 13 and 15(d) of the Securities Exchange Act of 1934

                                             Commission File Number   1-10789
                                                                    -----------

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

                              110 East 59th Street
                            New York, New York 10022
                                 (212) 906-8440
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                Series A Common Stock, par value $.01 per share
 Redeemable Participating Convertible Preferred Stock, par value $.01 per share
            (Title of each class of securities covered by this Form)

                                      None
  Titles of all other classes of securities for which a duty to file reports
                     under section 13(a) or 15(d) remains

          Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

                                                         <
    Rule 12g-4(a)(1)(i)           [x]        Rule 12h-3(b)(1)(ii)     [ ]
    Rule 12g-4(a)(1)(ii)          [ ]        Rule 12h-3(b)(2)(i)      [ ]
    Rule 12g-4(a)(2)(i)           [ ]        Rule 12h-3(b)(2)(ii)     [ ]
    Rule 12g-4(a)(2)(ii)          [ ]        Rule 15d-6               [ ]
    Rule 12h-3(b)(1)(i)           [ ]

    

          Approximate number of holders of record as of the certification or 
notice date: 
                0
        ----------------

          Pursuant to the requirements of the Securities Exchange Act of 1934 
Cellular Communications, Inc. has caused this certification/notice to be signed
on its behalf by the undersigned duly authorized person.


Date:  August 19, 1996.                          By:  /s/ KRISTINA VEACO
                                                      ------------------------
                                                      Assistant Secretary
                                                      AirTouch Cellular, Inc.