EXHIBIT 4.4(a)




--------------------------------------------------------------------------------



                  CELLULAR COMMUNICATIONS INTERNATIONAL, INC.,


                                       and


                            THE CHASE MANHATTAN BANK
                       (formerly known as Chemical Bank),
                                   as Trustee



                      ------------------------------------


                          First Supplemental Indenture

                          Dated as of February 23, 1998

                                  to Indenture

                           Dated as of August 22, 1995

                      ------------------------------------


                     13-1/4% Senior Discount Notes due 2000


--------------------------------------------------------------------------------
<PAGE>


     FIRST  SUPPLEMENTAL  INDENTURE,  dated as of February  23, 1998 (the "First
Supplemental  Indenture"),  to the  Indenture,  dated as of August 22,  1995 (as
amended, modified or supplemented from time to time in accordance therewith, the
"Indenture"),  between CELLULAR COMMUNICATIONS  INTERNATIONAL,  INC., a Delaware
corporation  (the  "Company"),  and THE CHASE  MANHATTAN BANK (formerly known as
Chemical Bank)(the "Trustee").

                                    RECITALS

     WHEREAS,  the Company has heretofore  executed and delivered to the Trustee
the Indenture,  providing for, among other things,  the creation and issuance by
the Company of its 13-1/4% Senior  Discount  Notes due 2000 (the  "Securities");
and

     WHEREAS,  Section 9.02 of the  Indenture  provides  that the Company,  when
authorized by a Board Resolution,  and the Trustee,  with the written consent of
the  Holders  of at  least a  majority  in  aggregate  principal  amount  of the
Securities outstanding,  may amend the Indenture,  subject to certain exceptions
specified in Section 9.02 of the Indenture; and

     WHEREAS,  the  parties  hereto are  entering  into this First  Supplemental
Indenture to eliminate or amend certain of the  covenants  and other  provisions
contained  in Article 4,  Article 5,  Article 6 and  Article 9 of the  Indenture
(collectively, the "Proposals"); and

     WHEREAS,  the Holders of at least a majority in aggregate  principal amount
of the Securities outstanding have duly consented to the Proposals; and

     WHEREAS,  the  conditions  set forth in the Indenture for the execution and
delivery of this First Supplemental Indenture have been complied with; and

     WHEREAS,  all things necessary to make this First Supplemental  Indenture a
valid  agreement of the Company and the Trustee,  in accordance  with its terms,
and a valid amendment of, and supplement to, the Indenture have been done;

     NOW THEREFORE:

<PAGE>



     In consideration  of the premises,  the parties have executed and delivered
this First Supplemental  Indenture,  and the Company hereby covenants and agrees
with the Trustee, for the equal and proportionate  benefit of all Holders of the
Securities,  that the Indenture is supplemented  and amended,  to the extent and
for the purposes expressed herein, as follows:

     SECTION 1.  Definitions.  (a) For all  purposes of this First  Supplemental
Indenture,  except  as  otherwise  expressly  provided  or  unless  the  context
otherwise  requires,  terms used herein shall have the meanings assigned to them
in the Indenture.

     (b) Any defined terms and any  references  thereto which are used solely in
the sections, subsections or provisions of the Indenture deleted by operation of
Sections 2, 3, 4 and 5 of this First  Supplemental  Indenture are hereby deleted
in their entireties from Section 1.01 of the Indenture.

     SECTION 2. Elimination of Certain  Provisions of Article 4 and Article 6 of
the Indenture.  Sections 4.03,  4.04,  4.05,  4.07, 4.08 4.09, 4.11, 4.12, 4.13,
4.16,  4.19 and 4.20 and subsection  6.01(b) of the Indenture are hereby deleted
in their entireties together with any references thereto in the Indenture.

     SECTION 3. Amendment of Section 4.18 of the Indenture.  Section 4.18 of the
Indenture is hereby amended to read in its entirety as follows:

     The Company  shall not, and shall not permit any  Restricted  Subsidiary of
the Company,  Restricted  Affiliate  or  Restricted  Subsidiary  of a Restricted
Affiliate  to,  enter into any  Sale/Leaseback  Transaction  with respect to any
property  unless  the  Company  or  such  Restricted  Subsidiary  or  Restricted
Affiliate  applies the proceeds of such  transaction in compliance  with Section
4.10 hereof.

     SECTION 4. Amendment of Section 5.01 of the Indenture.  Section 5.01 of the
Indenture is hereby amended to read in its entirety as follows:

     The  Company  shall  not   consolidate   or  merge  with  or  into  another
corporation, Person or entity (whether or


                                        2
<PAGE>


not the Company is the surviving corporation), or sell, assign, transfer, lease,
convey or  otherwise  dispose of its assets as an  entirety or  virtually  as an
entirety  in one or more  related  transactions,  unless (i) the  Company is the
surviving  corporation  or the entity or the Person  formed by or surviving  any
such  consolidation  or merger (if other than the  Company)  or to which a sale,
assignment,  transfer, lease conveyance or other disposition of the assets as an
entirety  or  virtually  as an  entirety  shall have been made is a  corporation
organized or existing under the laws of the United States,  any state thereof or
the District of Columbia;  and (ii) the entity or Person  formed by or surviving
any such  consolidation  or merger (if other than the  Company) or the entity or
Person  to  which a sale,  assignment,  transfer,  lease,  conveyance  or  other
disposition  of the assets as an entirety or virtually as an entirety shall have
been made assumes all the obligations of the Company  pursuant to a supplemental
indenture in a form reasonably satisfactory to the Trustee, under this Indenture
and the Notes.

     SECTION 5. Amendment of Section 9.04 of the Indenture.  Section 9.04 of the
Indenture is hereby amended to read in its entirety as follows:

     Until an amendment, supplement or waiver becomes effective, a consent to it
by a Holder of a Security  is a  continuing  consent by the Holder of a Security
and  every  subsequent  Holder of a  Security  or  portion  of a  Security  that
evidences the same debt as the consenting Holder's Security, even if notation of
the consent is not made on any Security.  However, any such Holder of a Security
or (subject to Section 2.12 hereof)  subsequent  Holder of a Security may revoke
the  consent  as to its  Security  if the  Trustee  receives  written  notice of
revocation  before  the  date  the  waiver,   supplement  or  amendment  becomes
effective.  An amendment,  supplement or waiver becomes  effective in accordance
with its terms and thereafter  binds every Holder.  Notwithstanding  anything to
the contrary in this Section  9.04, no consent to any  amendment,  supplement or
waiver  delivered by a Holder of a Security (or any transferee or proxy thereof)
in  connection  with the  Offer to  Purchase  and  Consent  Solicitation  of the
Company,  dated February 6, 1998, and the  Solicitation (as defined therein) may
be revoked by such Holder (or any transferee or proxy thereof).



                                        3
<PAGE>


     SECTION  6.  Operation  of  Proposed  Amendments.  Upon the  execution  and
delivery of this First  Supplemental  Indenture  by the Trustee and the Company,
this First  Supplemental  Indenture will become operative but the Proposals will
not become  effective  until the  Securities  validly  tendered  pursuant to the
Company's offer to purchase and consent solicitation  contained in the Company's
Offer to Purchase and Consent Solicitation  Statement dated February 6, 1998 and
the related  Consent and Letter of Transmittal (in each case, as the same may be
amended, modified or supplemented from time to time in accordance therewith) are
accepted for purchase by the Company in accordance with the terms and conditions
set forth therein; provided,  however, that the amendment of Section 9.04 of the
Indenture  pursuant  to  Section 5 hereof  will be  effective  immediately  upon
execution of this First Supplemental Indenture.

     SECTION 7. Recitals.  The recitals of fact contained  herein shall be taken
as the statements of the Company,  and the Trustee assumes no responsibility for
the  correctness  of the same.  The Trustee makes no  representations  as to the
validity or adequacy of this First  Supplemental  Indenture or the due execution
hereof by the Company.

     SECTION 8.  Ratification  and  Confirmation of Indenture.  Except as hereby
expressly  amended,  the Indenture is in all respects ratified and confirmed and
all the terms,  provisions  and  conditions  thereof shall be and remain in full
force and effect.

     SECTION 9.  Governing  Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE.

     SECTION  10.  Successors.  All  agreements  of the  Company  in this  First
Supplemental  Indenture  and the  Securities  shall  bind  its  successors.  All
agreements of the Trustee in this First  Supplemental  Indenture  shall bind its
successors.

     SECTION 11. Duplicate Originals.  The parties may sign any number of copies
of this Indenture.  Each signed copy shall be an original, but all such executed
copies together represent the same agreement.



                                        4
<PAGE>



     SECTION 12. Separability.  In case any provision of this First Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired  thereby,  and a Holder shall have no claim therefor  against any party
hereto.

     SECTION  13.  Headings.   The  headings  of  the  sections  of  this  First
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part hereof and shall in no way modify or restrict any of
the terms or provisions hereof.

     SECTION 14. Trust  Indenture Act  Controls.  If any provision of this First
Supplemental Indenture limits, qualifies or conflicts with the duties imposed by
TIA  Sections  310-317 by operation of TIA Section  318(c),  the imposed  duties
shall control.



                                        5
<PAGE>


     IN WITNESS WHEREOF,  the parties hereto have caused this First Supplemental
Indenture to be duly executed as of the day and year first above written.


                                            CELLULAR COMMUNICATIONS
                                              INTERNATIONAL, INC.


                                            By: /s/ Richard J. Lubasch
                                            -----------------------------------
                                            Name:  Richard J. Lubasch
                                            Title: Senior Vice President-
                                                     General Counsel


                                            THE CHASE MANHATTAN BANK,
                                              as Trustee


                                            By: /s/ Andrew M. Deck
                                            -----------------------------------
                                            Name:  Andrew M. Deck
                                            Title: Vice President




                                        6