MCCAW CELLULAR COMMUNICATIONS INC
15-12G/A, 1994-09-23
RADIOTELEPHONE COMMUNICATIONS
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                    SECURITIES AND EXCHANGE COMMISSION

                           Washington, DC  20549

                                 FORM 15/A
                             (Amendment No. 1)

      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:  1-9854
                                    
                                    
                   McCaw Cellular Communications, Inc.
           ---------------------------------------------------
         (Exact name of registrant as specified in its charter)
                                    
                                    
                           5400 Carillon Point
                       Kirkland, Washington  98033
                             (206) 827-4500
           ---------------------------------------------------
      (Address, including zip code, and telephone number, including
         area code, of registrant's principal executive offices)
                                    
                                    
                          Class A Common Stock
           ---------------------------------------------------
        (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:  1

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


DATE:  September 20, 1994          BY: ANDREW A. QUARTNER
                                   -------------------------
                                   Andrew A. Quartner
                                   Senior Vice President-Law




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