<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Name of Issuer: Cellular Communications International, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 150918-10-0
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Catherine L. McDonald,
Bentley Capital Management,
520 Madison Avenue,
New York, NY 10022; (212) 376-5708
(Date of Event which Requires Filing of this Statement)
May 17, 1996
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[X]. (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 150918-10-0
1. Name of Reporting Person
S.S. OR I.R.S. Identification No. of Above Person
Robert M. Sussman
###-##-####
2. Check the Appropriate Box if a Member of a Group
N/A
(a)
(b)
3. SEC Use Only
4. Source of Funds*
PF, IA
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) N/A
6. Citizen or Place of Organization
U.S. Citizen
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
126,000 shares
8. Shared Voting Power:
288,150 shares
9. Sole Dispositive Power:
126,000 shares
10. Shared Dispositive Power:
288,150 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
414,150 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* N/A
2
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
4.07%
14. Type of Reporting Person*
IN, IA
3
<PAGE>
CUSIP No. 150918-10-0
1. Name of Reporting Person
S.S. OR I.R.S. Identification No. of Above Person
Gerald Levine
###-##-####
2. Check the Appropriate Box if a Member of a Group
N/A
(a)
(b)
3. SEC Use Only
4. Source of Funds*
PF, IA
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) N/A
6. Citizen or Place of Organization
U.S. Citizen
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
15,000 shares
8. Shared Voting Power:
288,150 shares
9. Sole Dispositive Power:
15,000 shares
10. Shared Dispositive Power:
288,150 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
303,150 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* N/A
4
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
2.98%
14. Type of Reporting Person*
IN, IA
5
<PAGE>
CUSIP No. 150918-10-0
1. Name of Reporting Person
S.S. OR I.R.S. Identification No. of Above Person
Bentley Capital Management Inc.
13-3641705
2. Check the Appropriate Box if a Member of a Group
N/A
(a)
(b)
3. SEC Use Only
4. Source of Funds*
AF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) N/A
6. Citizen or Place of Organization
A New York State Corporation
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
0
8. Shared Voting Power:
288,150 shares
9. Sole Dispositive Power:
0
10. Shared Dispositive Power:
288,150 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
288,150 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* N/A
6
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
2.83%
14. Type of Reporting Person*
IA
7
<PAGE>
Item. 1. Security and Issuer
Cellular Communications International, Inc.
150 East 58th Street
New York, N.Y. 10155
Item 2. Identity and Background
This statement filed on behalf of the following Investment
Adviser:
Bentley Capital Management, Inc.
and the following individuals:
Robert M. Sussman
Gerald Levine
The individuals are employees of the investment adviser. Messrs.
Sussman and Levine exercise discretionary investment authority
for clients of the investment adviser.
Neither the investment adviser nor the individuals named above
have been convicted of any criminal proceeding.
The investment adviser and the individuals named above have not,
in the past five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which
resulted in a judgment, a decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to
federal or state securities laws or finding any violations with
respect to such laws.
The investment adviser is incorporated in New York State and the
individuals named above are citizens of the United States.
Item 3. Source and Amount of Funds or other Consideration
As of the date hereof, the individuals are beneficial owners
of Cellular Communications International, Inc. common stock as
follows:
Mr. Sussman (jointly, with his spouse) 126,000 shares
Mr. Levine (jointly, with his spouse) 14,000 shares
Additionally, Mr. Levine has dispositive and voting powers
for shares acquired by his children (1,000). Bentley Capital
Management, Inc. acquired 288,150 shares of Cellular
Communications International, Inc. for client accounts. Mr.
Sussman and Mr. Levine share dispositive and voting authority
over these shares.
8
<PAGE>
Item. 4. Purpose of Transaction
All of the shares described in Item 3. were acquired for
investment purposes. The individuals and the investment adviser
reserve the right to purchase additional shares of the common
stock of Cellular Communications International, Inc. or to
dispose of such shares in the open market or in privately
negotiated transactions or in any other such lawful manner in the
future.
Item 5. Interest in the Maturities of the Issuer
The individuals named above (including Mr. Levine for his
children) acquired 429,150 shares of Cellular Communications
International, Inc., representing approximately 4.21% of the
common stock outstanding (429,150/10,188,000 = 4.21%) utilizing
the over- the-counter market. The following details the
disposition date, number of shares and price paid for the 300,000
shares disposed in the past sixty days. 300,000 shares were
disposed and no shares were acquired.
Mr. Sussman -
Disposed:
4/04/96 25000 shares @ 32.750
Bentley Capital Management, Inc. (for client accounts) -
Dispositions:
4/22/96 10000 shares @ 32.750
5/17/96 265000 shares @ 35.925
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to securities of the Issuer.
Neither the investment adviser nor the individuals named above
has any contract, understanding or relationship with any person
with respect to the securities issued by Cellular Communications
International, Inc.
Item 7. Material to be Filed as Exhibits.
N/A
9
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
May 21, 1996
Date /s/ Robert M. Sussman
_____________________
Signature
Robert M. Sussman
President
Bentley Capital Management, Inc.
May 21, 1996
Date /s/ Gerald Levine
______________________
Signature
Gerald Levine
CEO
Bentley Capital Management, Inc.
May 21, 1996
Date /s/ Catherine McDonald
_______________________
Signature
By: Catherine McDonald
Managing Director
10
00679001.AH2
