<PAGE>

            As filed with the Securities and Exchange Commission on May 29, 2002
                                                   Registration No. 333-________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              CELLSTAR CORPORATION
             (Exact name of registrant as specified in its charter)

         DELAWARE                                         75-2479727
   (State or other jurisdiction of        (I.R.S. Employer Identification No.)
   incorporation or organization)

            1730 Briercroft Court
            Carrollton, Texas                               75006
    (Address of Principal Executive Offices)              (Zip Code)
                      ____________________________________

     CELLSTAR CORPORATION 1993 AMENDED AND RESTATED LONG TERM INCENTIVE PLAN

   OPTION GRANTED TO TERRY S. PARKER PURSUANT TO A NON-QUALIFIED STOCK OPTION
                                   AGREEMENT

                            (Full title of the plans)
                      ____________________________________

                              ELAINE FLUD RODRIGUEZ
                              1730 Briercroft Court
                             Carrollton, Texas 75006
                     (Name and address of agent for service)

                                 (972) 466-5000
          (Telephone number, including area code, of agent for service)
                      ____________________________________

                                 With a copy to:

                              WILLIAM R. HAYS, III
                              Haynes and Boone, LLP
                                 901 Main Street
                           3100 Bank of America Plaza
                            Dallas, Texas 75202-3789
                                 (214) 651-5000
                      ____________________________________

<TABLE>
<CAPTION>
                                            CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
Title of securities                  Amount            Proposed maximum         Proposed maximum           Amount of
to be registered                      to be                offering         aggregate offering price    registration fee
                                  registered/(1)/       price per share
--------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                     <C>                 <C>                         <C>
Common Stock
$0.01 par value per share       600,000/(2)(3)(4)(5)/      $ 4.21/(6)/         $2,526,000/(6)/           $    233/(6)/

--------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value
per share, Issuable pursuant
to options granted to Terry
S. Parker                        50,000/(3)(4)(5)(7)/     $ 10.25/(8)/         $512,500/(8)/             $     48/(8)/

--------------------------------------------------------------------------------------------------------------------------
Aggregate Shares Registered     650,000                                     Aggregate Registration Fee   $    281
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

(1)  On February 12, 2002, at the Annual Meeting of Stockholders of CellStar
     Corporation (the "Company" or the "Registrant"), the stockholders of the
     Company voted to effect a one-for-five reverse stock split, whereby every
     five shares of the Company's common stock, par value $0.01 per share (the
     "Common Stock"), would be automatically combined into one share of Common
     Stock (the "Reverse Stock Split"). The Reverse Stock Split became effective
     February 22, 2002. Unless otherwise noted herein, every number of shares of
     Common Stock (and the market, purchase and exercise prices related thereto)
     referred to in this Registration Statement has been adjusted to reflect the
     Reverse Stock Split.

(2)  The 600,000 shares issuable under the CellStar Corporation 1993 Amended and
     Restated Long Term Incentive Plan (the "Plan") and registered hereby
     represent additional shares of Common Stock reserved for issuance under the
     Plan pursuant to stockholder approval on May 8, 2000 of an amendment to the
     Plan increasing the total number of shares of Common Stock available for
     issuance under the Plan from 1,600,000 shares to 2,200,000 shares.

(3)  The Company is registering for resale 200,000 shares of Common Stock issued
     to Terry S. Parker pursuant to the exercise of options granted to Mr.
     Parker under the Plan (150,000 shares) and options granted to Mr. Parker
     pursuant to a Non-Qualified Stock Option Agreement not granted under the
     Plan, dated as of July 5, 2001, and which has an exercise price of $10.25
     per share (the "Parker Option") (50,000 shares).

(4)  Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
     amended (the "Securities Act"), this Registration Statement shall also
     cover such indeterminable number of additional shares of Common Stock as
     may become issuable pursuant to terms designed to prevent dilution
     resulting from stock splits, stock dividends, mergers or combinations or
     similar events.

(5)  Each share is accompanied by a preferred stock purchase right pursuant to a
     Rights Agreement between the Company and Mellon Investor Services, LLC
     (formerly known as ChaseMellon Shareholder Services, L.L.C.), as Rights
     Agent.

(6)  The offering price per share, the aggregate offering price and the
     registration fee have been calculated in accordance with paragraphs (c) and
     (h) (1) of Rule 457 promulgated under the Securities Act based on the
     average of the high and low sale prices for the Common Stock reported on
     the National Association of Securities Dealers Automated Quotation National
     Market System ("Nasdaq") on May 28, 2002 (which is within five business
     days prior to the date of filing this Registration Statement), which was
     $4.21 per share.

(7)  The Company is registering 50,000 shares of Common Stock that may be issued
     to Terry S. Parker, the Chief Executive Officer and a director of the
     Company, upon the exercise of a stock option that was granted to Mr. Parker
     pursuant to the Parker Option.

(8)  The offering price per share, the aggregate offering price and the
     registration fee with respect to the shares of Common Stock issuable under
     the Parker Option have been calculated in accordance with paragraph (h) (1)
     of Rule 457 promulgated under the Securities Act, based on an exercise
     price of $10.25 per share for the 50,000 shares being registered for
     issuance pursuant to the Parker Option.

<PAGE>


                              CellStar Corporation

                         200,000 Shares of Common Stock

         We use the terms "we," "us," and "our" to refer to CellStar
Corporation, a Delaware corporation, and its subsidiaries unless the context
indicates otherwise.

         This prospectus relates to 200,000 shares of common stock of CellStar
Corporation to be sold from time to time by Terry S. Parker, the Chief Executive
Officer and a director of CellStar who we will refer to in the prospectus as the
selling stockholder. CellStar is not selling any shares under this prospectus,
and CellStar will not receive any of the proceeds from the sale of the shares of
common stock by the selling stockholder.

         On February 12, 2002, the stockholders of CellStar voted in favor of a
one-for-five reverse stock split, which became effective on February 22, 2002.
This means that every five shares of the Company's common stock was
automatically combined into one share. In this prospectus, unless otherwise
noted, any reference to a number of the Company's common stock has been adjusted
to reflect the reverse stock split.

         The selling stockholder may sell the shares of common stock covered by
this prospectus in a number of different ways and at varying prices. We provide
more information about how the selling stockholder may sell his shares in the
section entitled "Plan of Distribution" on page 2. You should read this
prospectus and any supplement carefully before you invest.

         Our common stock is traded on the National Association of Securities
Dealers Automated Quotation National Market System (also sometimes referred to
as Nasdaq) under the symbol "CLST." On May 28, 2002, the last reported sale
price of the common stock on the Nasdaq National Market System was $4.20 per
share. The address for our principal executive offices is 1730 Briercroft Court,
Carrollton, Texas, 75006 and the telephone number of our principal executive
offices is (972) 466-5000.

                          _____________________________

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

                          _____________________________

                   The date of this prospectus is May 29, 2002

<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
Use of Proceeds ........................................................     1
Selling Stockholder ....................................................     1
Plan of Distribution ...................................................     2
Legal Matters ..........................................................     3
Experts ................................................................     3
Where You Can Find More Information ....................................     4
</TABLE>

                             ______________________

<PAGE>

                                 USE OF PROCEEDS

         CellStar Corporation will not receive any proceeds from any sale of
shares of common stock by the selling stockholder. The selling stockholder will
receive all of the net proceeds from the sale of shares of common stock offered.

                               SELLING STOCKHOLDER

         General. The selling stockholder has acquired and/or may in the future
acquire shares of common stock from (1) the grant of restricted stock and/or the
exercise of outstanding options or stock appreciation rights granted to the
selling stockholder, either before or after the date of this prospectus, that
may be granted under the CellStar Corporation's 1993 Amended and Restated
Long-Term Incentive Plan, as amended to date, and (2) that Nonqualified Stock
Option Agreement, dated July 5, 2001, between CellStar Corporation and Terry S.
Parker. The plans and agreements referred to in items (1) and (2) of this
paragraph will sometimes be referred to in this prospectus as the "Plans."

         This prospectus covers offers and sales from time to time of our common
stock by the selling stockholder. Under Rule 416 of the Securities Act, the
selling stockholder may also offer and sell shares of common stock issued to the
selling stockholder as a result of, among other events, stock splits, stock
dividends and similar events that effect the number of shares of common stock
currently held by the selling stockholder.

         Selling Stockholder Table. The following table lists the selling
stockholder, the number of shares of common stock beneficially owned by the
selling stockholder before this offering, the number of shares of common stock
acquired by the selling stockholder upon the exercise of options granted under
the Plans that may then be offered by the selling stockholder under this
prospectus, and the number of shares of common stock to be owned by the selling
stockholder upon completion of the offering if all shares registered for resale
by this registration statement are sold and assuming the exercise of all of the
options held by the selling stockholder. If the selling stockholder owns more
than 1% of the total number of shares of the Company's common stock, we will
also include the percentage of common stock the selling stockholder owns.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                                        Ownership of Common   Shares Available to be
                                                          Stock Prior to      Offered for Selling       Ownership of
                          Position With the                Offering           Stockholder's Account  Common Stock After
    Name                     Company                         (1)                Upon Exercise            Offering (2)
-----------------------------------------------------------------------------------------------------------------------
<S>                     <C>                             <C>                   <C>                    <C>
Terry S. Parker         Chief Executive Officer            55,750                 200,000                  55,750
                        and Director
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

______________

(1)   Based on beneficial ownership as of May 29, 2002. Represents shares of
      common stock to be acquired upon exercise of options (other than those set
      forth under the column heading "Shares Available to be Offered for Selling
      Stockholder's Account Upon Exercise") that are exercisable within 60 days
      of the date of this prospectus.

(2)   Assumes the exercise of all options granted under the Plans and the sale
      of the shares of common stock acquired under the options.

                                        1

<PAGE>

                              PLAN OF DISTRIBUTION

         The selling stockholder, his pledgees, donees, transferees or other
successors-in-interest may, from time to time, sell all or a portion of the
shares of common stock being registered hereunder in privately negotiated
transactions or otherwise, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such market prices or at
negotiated prices. The selling stockholder may sell his shares of common stock
by one or more of the following methods, without limitation:

         .   block trades in which the broker or dealer so engaged will attempt
             to sell the shares of common stock as agent but may position and
             resell a portion of the block as principal to facilitate the
             transaction;

         .   purchases by a broker or dealer as principal and resale by such
             broker or dealer for its account pursuant to this prospectus;

         .   an exchange distribution in accordance with the rules of the
             applicable exchange;

         .   ordinary brokerage transactions and transactions in which the
             broker solicits purchasers;

         .   privately negotiated transactions;

         .   short sales;

         .   a combination of any such methods of sale; and

         .   any other method permitted pursuant to applicable law.

         From time to time the selling stockholder may engage in short sales,
short sales against the box, puts and calls and other transactions in our
securities or derivatives thereof and may sell and deliver the shares of common
stock in connection therewith or in settlement of securities loans. From time to
time the selling stockholder may pledge his shares of common stock pursuant to
the margin provisions of his customer agreements with his brokers, if any. Upon
a default by the selling stockholder, the selling stockholder's brokers may
offer and sell the pledged shares of common stock from time to time.

         In effecting sales, brokers and dealers engaged by the selling
stockholder may arrange for other brokers or dealers to participate in such
sales. Brokers or dealers may receive commissions or discounts from the selling
stockholder (or, if any such broker-dealer acts as agent for the purchaser of
such shares, from such purchaser) in amounts to be negotiated which are not
expected to exceed those customary in the types of transactions involved.
Broker-dealers may agree with the selling stockholder to sell a specified number
of such shares of common stock at a stipulated price per share, and, to the
extent such broker-dealer is unable to do so acting as agent for the selling
stockholder, to purchase as principal any unsold shares of common stock at the
price required to fulfill the broker-dealer commitment to the selling
stockholder. Broker-dealers who acquire shares of common stock as principal may
thereafter resell such shares of common stock from time to time in transactions
(which may involve block transactions and sales to and through other
broker-dealers, including transactions of the nature described above) in the
over-the-counter market or otherwise at prices and on terms then prevailing at
the time of sale, at prices then related to the then-current market price or in
negotiated transactions and, in connection with such resales, may pay to or
receive from the purchasers of such shares commissions as described above. The
selling stockholder may also sell the shares of common stock in accordance with
Rule 144 under the Securities Act, rather than pursuant to this prospectus.

                                        2

<PAGE>

         The selling stockholder and any broker-dealers or agents that
participate with the selling stockholder in sales of the shares of common stock
may be deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales. In such event, any commissions received by such
broker-dealers or agents and any profit on the resale of the shares of common
stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.

         To comply with certain states' securities laws, if applicable, the
shares of common stock will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states, the
common stock may not be sold unless the common stock has been registered or
qualified for sale in such state or an exemption from registration or
qualification is available and is satisfied.

         If a material change occurs in the plan of distribution disclosed in
this prospectus, the selling stockholder will not be able to effect transactions
in the shares of common stock covered by the prospectus until such time as a
post-effective amendment to the registration statement registering the shares
covered by this prospectus is filed with the Securities and Exchange Commission.

                                  LEGAL MATTERS

         Certain legal matters in connection with the securities offered hereby
will be passed upon by Haynes and Boone, LLP.

                                     EXPERTS

         The consolidated financial statements of CellStar and subsidiaries as
of November 30, 2001 and 2000, and for each of the years in the three-year
period ended November 30, 2001, have been incorporated by reference herein and
in the registration statement in reliance on the report of KPMG LLP, independent
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.

                                        3

<PAGE>

                       WHERE YOU CAN FIND MORE INFORMATION

         We have filed with the Securities and Exchange Commission a
registration statement on Form S-8 under the Securities Act covering the resale
by the selling stockholder of the securities offered by this prospectus. This
prospectus constitutes a part of that registration statement and does not
contain all of the information in the registration statement. Copies of the
registration statement, including the exhibits, as well as the periodic reports,
proxy statements and other information we file with the Securities and Exchange
Commission, may be examined without charge and copies of the materials may be
obtained at prescribed rates from the public reference facilities maintained by
the Securities and Exchange Commission at its principal offices located at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You can get
information about the operation of the public reference facilities by calling
the Securities and Exchange Commission at 1-800-SEC-0330. In addition, the
Securities and Exchange maintains a website that contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the Securities and Exchange Commission at the address
http://www.sec.gov.

         The Securities and Exchange Commission allows us to "incorporate" into
this prospectus information that we file with the Securities and Exchange
Commission in other documents. This means that we can disclose important
information to you by referring to other documents that contain that
information. The information incorporated by reference is considered to be part
of this prospectus. We incorporate by reference the documents listed below and
any future filings made with the Securities and Exchange Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, until
all of the securities covered by this prospectus are sold:

               (a)  The Company's Quarterly Report on Form 10-Q for the
                    quarterly period ended February 28, 2002, as filed with the
                    Commission on April 12, 2002;

               (b)  The Company's Annual Report on Form 10-K for the fiscal year
                    ended November 30, 2001, as filed with the Commission on
                    February 28, 2002;

               (c)  The description of the Company's Common Stock included in
                    the Company's Report on Form 8-A (No. 0-22972) as filed with
                    the Commission on November 26, 1993;

               (d)  All documents subsequently filed by the Company pursuant to
                    Sections 13(a), 13(c), 14, and 15(d) of the Securities
                    Exchange Act of 1934, as amended, prior to the filing of a
                    post-effective amendment that indicates that all securities
                    offered under this prospectus have been sold or that
                    deregisters all securities then remaining unsold, shall be
                    deemed to be incorporated by reference into this prospectus
                    and to be a part of this prospectus from the date such
                    documents are filed.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference into this prospectus shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference in this prospectus modifies or supersedes
such statement.

         We will provide without charge to each person, including any beneficial
owner, to whom this prospectus is delivered, upon the written or oral request of
each person, a copy of any and all of the documents incorporated by reference
(other than exhibits to the documents unless exhibits are specifically
incorporated by reference in the documents). Any request should be directed to
the attention of the Investor Relations Department, 1730 Briercroft Court,
Carrollton, Texas, 75006, telephone (972) 466-5000.

                                        4


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Registration of Additional Securities

         On February 12, 2002, at the Annual Meeting of Stockholders of CellStar
Corporation (the "Company" or the "Registrant"), the stockholders of the Company
voted to effect a one-for-five reverse Stock split, whereby every five shares of
the Company's common stock, par value $0.01 per share (the "Common Stock"),
would be automatically combined into one share of Common Stock (the "Reverse
Stock Split"). The Reverse Stock Split became effective February 22, 2002.
Unless otherwise noted herein, every number of shares of Common Stock (and the
market, purchase and exercise prices related thereto) referred to in this
Registration Statement has been adjusted to reflect the Reverse Stock Split.

         Pursuant to this Registration Statement, the Company hereby registers

         (i)  600,000 shares of its Common Stock for issuance under the CellStar
         Corporation 1993 Amended and Restated Long Term Incentive Plan (the
         "Plan"). This registration of 600,000 shares of Common Stock will
         increase the number of shares registered for issuance under the Plan to
         an aggregate of 2,200,000 shares of Common Stock, subject to adjustment
         as provided in the Plan. The increase in the number of shares of Common
         Stock that may be issued under the Plan was approved by the Company's
         stockholders at the Company's Annual Meeting of Stockholders held on
         May 8, 2000.

         (ii) 50,000 shares of Common Stock that may be issued to Terry S.
         Parker, the Chief Executive Officer and a Director of the Company, upon
         the exercise of stock options that were granted to Mr. Parker pursuant
         to a Non-Qualified Stock Option Agreement, dated as of July 5, 2001,
         and having an exercise price of $10.25 per share (the "Parker Option").

         Pursuant to General Instruction E of Form S-8, and with respect to the
600,000 shares of Common Stock that are being registered hereby, in order to
register the additional shares of Common Stock that may be issued pursuant to
the Plan, this Registration Statement incorporates by reference the contents of
the Company's Registration Statement on Form S-8, Registration No. 333-77415,
filed with the Securities and Exchange Commission (the "Commission") on April
30, 1999 (the "1999 Form S-8").

         This Registration Statement also incorporates by reference the
Company's Registration Statement on Form S-8 (Registration No. 333-23381) filed
with the Commission on October 3, 1997 (the "October 1997 Form S-8"), the
Company's Registration Statement on Form S-8 (Registration No. 333-23381) filed
with the Commission on March 14, 1997, and the Company's Registration Statement
on Form S-8 (Registration No. 33-87754), filed with the Commission on December
23, 1994.

                                      II-1

<PAGE>

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

Item 3.           Incorporation of Documents by Reference

         The Company hereby incorporates by reference the following documents,
each of which have been filed with the Commission:

                  (a)      The Company's Quarterly Report on Form 10-Q for the
                           quarterly period ended February 28, 2002, as filed
                           with the Commission on April 12, 2002;

                  (b)      The Company's Annual Report on Form 10-K for the
                           fiscal year ended November 30, 2001, as filed with
                           the Commission on February 28, 2002;

                  (c)      The description of the Company's Common Stock
                           included in the Company's Report on Form 8-A (No.
                           0-22972) as filed with the Commission on November 26,
                           1993;

                  (d)      All documents subsequently filed by the Company
                           pursuant to Sections 13(a), 13(c), 14, and 15(d) of
                           the Securities Exchange Act of 1934, as amended (the
                           "Exchange Act"), prior to the filing of a
                           post-effective amendment that indicates that all
                           securities offered hereunder have been sold or that
                           deregisters all securities then remaining unsold,
                           shall be deemed to be incorporated by reference
                           herein and to be a part hereof from the date such
                           documents are filed.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference in this Registration Statement modifies
or supersedes such statement.

Item 4.           Description of Securities

         Not applicable.

Item 5.           Interests of Named Experts and Counsel

         Not applicable.

Item 6.           Indemnification of Directors and Officers

         (a)      Section 145(a) of the Delaware General Corporation Law (the
"DGCL") provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (collectively, a "Proceeding") (other than an action by or in the
right of the corporation) by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action, suit or proceeding, if such person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

                                      II-2

<PAGE>

         Section 145(b) of the DGCL provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against such expenses
actually and reasonably incurred by him or her in connection with the defense or
settlement of such action or suit if he or she acted under similar standards,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnification
for such expenses which the court shall deem proper.

         Further, Section 145(c) of the DGCL provides that, to the extent a
director or officer of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to above or
in the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.

         Section 145(f) of the DGCL provides that the statutory provisions on
indemnification are not exclusive of indemnification provided pursuant to, among
other things, the bylaws or indemnification agreements. The Company's Amended
and Restated Bylaws contain provisions regarding the indemnification of
directors and officers of the Company. Article VII of the Company's Bylaws
provides for the indemnification of the Company's officers and directors to
substantially the same extent permitted by the DGCL.

         Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, but excludes specifically liability
for any (i) breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) acts or omissions not in good faith or involving intentional
misconduct or a knowing violation of law, (iii) payments of unlawful dividends
or unlawful stock repurchases or redemptions, or (iv) transactions from which
the director derived an improper personal benefit. The provision does not limit
equitable remedies, such as an injunction or rescission for breach of a
director's fiduciary duty of care.

         Article 11 of the Amended and Restated Certificate of Incorporation of
the Company and Section 7 of Article VII of the Company's Amended and Restated
Bylaws provide generally for indemnification of all such directors, officers and
agents. In addition, Article 11 of the Amended and Restated Certificate of
Incorporation of the Company provides that, to the fullest extent permitted by
the DGCL, as the same exists or may hereafter be amended, a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director.

         (b) The Company has entered into employment agreements with Terry S.
Parker, an officer and director of the Company, and Robert A. Kaiser, Dale H.
Allardyce, A.S. Horng and Elaine Flud Rodriguez, each of whom are officers of
the Company, which agreements provide that they will be indemnified by the
Company to the fullest extent permitted by law.

Item 7.           Exemption from Registration Claimed

         Not applicable.

                                      II-3

<PAGE>

Item 8.      Exhibits

Exhibit No.                       Description of Exhibits
-----------                       -----------------------

    4.1          Specimen Common Stock certificate of CellStar Corporation. (1)

    5.1          Opinion of Haynes and Boone, LLP, with respect to the validity
                 of the issuance of the securities registered hereunder. (2)

    23.1         Consent of Haynes and Boone, LLP (included in its opinion filed
                 as Exhibit 5.1 to this Registration Statement). (2)

    23.2         Consent of KPMG LLP. (2)

    24.1         Power of attorney of the directors and certain officers of the
                 Company (included on the signature page of this Registration
                 Statement. (2)

___________

(1)  Previously filed as Exhibit 4.1 to the Company's Quarterly Report on Form
     10-Q for the quarterly period ended February 28, 2002, and incorporated by
     herein by reference.

(2)  Filed herewith.

Item 9.  Undertakings

     a.    The undersigned Registrant hereby undertakes:

       (1) To file, during any period in which offers or sales are being made, a
       post-effective amendment to this Registration Statement:

           (i)   to include any prospectus required by Section 10(a)(3) of the
                 Securities Act of 1933, as amended (the "Securities Act");

           (ii)  to reflect in the prospectus any facts or events arising after
                 the effective date of the Registration Statement (or the most
                 recent post-effective amendment thereof) which, individually or
                 in the aggregate, represent a fundamental change in the
                 information set forth in this Registration Statement; and

           (iii) to include any material information with respect to the plan of
                 distribution not previously disclosed in this Registration
                 Statement or any material change to such information in this
                 Registration Statement;

       provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) will not
       --------  -------
       apply if the information required to be included in a post-effective
       amendment by those paragraphs is contained in periodic reports filed by
       the registrant pursuant to Section 13 or Section 15(d) of the Exchange
       Act that are incorporated by reference in this Registration Statement.

       (2) That, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be
       a new registration statement relating to the securities offered therein,
       and the offering of such securities at that time shall be deemed to be
       the initial bona fide offering thereof; and

                                      II-4

<PAGE>

       (3) To remove from registration by means of a post-effective amendment
       any of the securities being registered which remain unsold at the
       termination of the offering.

     b.    The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     c.    Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-5

<PAGE>

                        SIGNATURES AND POWER OF ATTORNEY

THE COMPANY:

     Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Dallas, State of Texas, on the 29th day of May, 2002.

                                       CELLSTAR CORPORATION



                                       By: /s/ Elaine Flud Rodriguez
                                           -------------------------------------
                                           Elaine Flud Rodriguez
                                           Senior Vice President,
                                           General Counsel and Secretary

<PAGE>

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below hereby constitutes and appoints Terry S. Parker and Elaine Flud Rodriguez,
and each of them, each with full power to act without the other, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstituion for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Commission, granting unto each of said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person hereby ratifying and
confirming that each of said attorneys-in-fact and agents or his substitutes may
lawfully do or cause to be done by virtue hereto.

Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
included:

<TABLE>
<CAPTION>
Name                           Capacities                                                 Date
----                           ----------                                                 ----
<S>                            <C>                                                    <C>
/s/ Terry S. Parker            Chief Executive Officer and Director                   May 29, 2002
----------------------------
Terry S. Parker                (Principal Executive Officer)

/s/ James L. Johnson           Chairman of the Board                                  May 29, 2002
----------------------------
James L. Johnson

/s/ Robert A. Kaiser           Senior Vice President, Chief Financial Officer         May 29, 2002
----------------------------
Robert A. Kaiser               and Treasurer
                               (Principal Financial Officer)

/s/ Raymond L. Durham          Vice President and Corporate Controller                May 29, 2002
----------------------------
Raymond L. Durham              (Principal Accounting Officer)

/s/ John L. ("J.L.") Jackson   Director                                               May 29, 2002
----------------------------
John L. ("J.L.") Jackson

/s/ Dale V. Kesler             Director                                               May 29, 2002
----------------------------
Dale V. Kesler

/s/ Jere W. Thompson           Director                                               May 29, 2002
----------------------------
Jere W. Thompson
</TABLE>

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.                           Description of Exhibits
----------                            -----------------------

    4.1          Specimen Common Stock certificate of CellStar Corporation.(1)

    5.1          Opinion of Haynes and Boone, LLP, with respect to the validity
                 of the issuance of the securities registered hereunder.(2)

   23.1          Consent of Haynes and Boone, LLP (included in its opinion filed
                 as Exhibit 5.1 to this Registration Statement).(2)

   23.2          Consent of KPMG LLP.(2)

   24.1          Power of attorney of the directors and certain officers of the
                 Company (included on the signature page of this Registration
                 Statement.(2)

_______________

(1)  Previously filed as Exhibit 4.1 to the Company's Quarterly Report on Form
     10-Q for the quarterly period ended February 28, 2002, and incorporated by
     herein by reference.

(2)  Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 44504}]
{"company-data": {"conformed-name": "CELLSTAR CORP", "cik": "0000913590", "assigned-sic": "5065", "irs-number": "752479727", "state-of-incorporation": "DE", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89298", "film-number": "02664708"}, "business-address": {"street1": "1730 BRIERCROFT DR", "city": "CARROLLTON", "state": "TX", "zip": "75006", "phone": "9724665000"}, "mail-address": {"street1": "1730 BRIERCROFT DRIVE", "city": "CARROLLTON", "state": "TX", "zip": "75006"}}
As filed with the Securities and Exchange Commission on May 29, 2002
                                                   Registration No. 333-________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              CELLSTAR CORPORATION
             (Exact name of registrant as specified in its charter)

         DELAWARE                                         75-2479727
   (State or other jurisdiction of        (I.R.S. Employer Identification No.)
   incorporation or organization)

            1730 Briercroft Court
            Carrollton, Texas                               75006
    (Address of Principal Executive Offices)              (Zip Code)
                      ____________________________________

     CELLSTAR CORPORATION 1993 AMENDED AND RESTATED LONG TERM INCENTIVE PLAN

   OPTION GRANTED TO TERRY S. PARKER PURSUANT TO A NON-QUALIFIED STOCK OPTION
                                   AGREEMENT

                            (Full title of the plans)
                      ____________________________________

                              ELAINE FLUD RODRIGUEZ
                              1730 Briercroft Court
                             Carrollton, Texas 75006
                     (Name and address of agent for service)

                                 (972) 466-5000
          (Telephone number, including area code, of agent for service)
                      ____________________________________

                                 With a copy to:

                              WILLIAM R. HAYS, III
                              Haynes and Boone, LLP
                                 901 Main Street
                           3100 Bank of America Plaza
                            Dallas, Texas 75202-3789
                                 (214) 651-5000
                      ____________________________________
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
Title of securities                  Amount            Proposed maximum         Proposed maximum           Amount of
to be registered                      to be                offering         aggregate offering price    registration fee
                                  registered/(1)/       price per share
--------------------------------------------------------------------------------------------------------------------------
Common Stock
$0.01 par value per share       600,000/(2)(3)(4)(5)/      $ 4.21/(6)/         $2,526,000/(6)/           $    233/(6)/

--------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value
per share, Issuable pursuant
to options granted to Terry
S. Parker                        50,000/(3)(4)(5)(7)/     $ 10.25/(8)/         $512,500/(8)/             $     48/(8)/

--------------------------------------------------------------------------------------------------------------------------
Aggregate Shares Registered     650,000                                     Aggregate Registration Fee   $    281
--------------------------------------------------------------------------------------------------------------------------
(1)  On February 12, 2002, at the Annual Meeting of Stockholders of CellStar
     Corporation (the "Company" or the "Registrant"), the stockholders of the
     Company voted to effect a one-for-five reverse stock split, whereby every
     five shares of the Company's common stock, par value $0.01 per share (the
     "Common Stock"), would be automatically combined into one share of Common
     Stock (the "Reverse Stock Split"). The Reverse Stock Split became effective
     February 22, 2002. Unless otherwise noted herein, every number of shares of
     Common Stock (and the market, purchase and exercise prices related thereto)
     referred to in this Registration Statement has been adjusted to reflect the
     Reverse Stock Split.

(2)  The 600,000 shares issuable under the CellStar Corporation 1993 Amended and
     Restated Long Term Incentive Plan (the "Plan") and registered hereby
     represent additional shares of Common Stock reserved for issuance under the
     Plan pursuant to stockholder approval on May 8, 2000 of an amendment to the
     Plan increasing the total number of shares of Common Stock available for
     issuance under the Plan from 1,600,000 shares to 2,200,000 shares.

(3)  The Company is registering for resale 200,000 shares of Common Stock issued
     to Terry S. Parker pursuant to the exercise of options granted to Mr.
     Parker under the Plan (150,000 shares) and options granted to Mr. Parker
     pursuant to a Non-Qualified Stock Option Agreement not granted under the
     Plan, dated as of July 5, 2001, and which has an exercise price of $10.25
     per share (the "Parker Option") (50,000 shares).

(4)  Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
     amended (the "Securities Act"), this Registration Statement shall also
     cover such indeterminable number of additional shares of Common Stock as
     may become issuable pursuant to terms designed to prevent dilution
     resulting from stock splits, stock dividends, mergers or combinations or
     similar events.

(5)  Each share is accompanied by a preferred stock purchase right pursuant to a
     Rights Agreement between the Company and Mellon Investor Services, LLC
     (formerly known as ChaseMellon Shareholder Services, L.L.C.), as Rights
     Agent.

(6)  The offering price per share, the aggregate offering price and the
     registration fee have been calculated in accordance with paragraphs (c) and
     (h) (1) of Rule 457 promulgated under the Securities Act based on the
     average of the high and low sale prices for the Common Stock reported on
     the National Association of Securities Dealers Automated Quotation National
     Market System ("Nasdaq") on May 28, 2002 (which is within five business
     days prior to the date of filing this Registration Statement), which was
     $4.21 per share.

(7)  The Company is registering 50,000 shares of Common Stock that may be issued
     to Terry S. Parker, the Chief Executive Officer and a director of the
     Company, upon the exercise of a stock option that was granted to Mr. Parker
     pursuant to the Parker Option.

(8)  The offering price per share, the aggregate offering price and the
     registration fee with respect to the shares of Common Stock issuable under
     the Parker Option have been calculated in accordance with paragraph (h) (1)
     of Rule 457 promulgated under the Securities Act, based on an exercise
     price of $10.25 per share for the 50,000 shares being registered for
     issuance pursuant to the Parker Option.
CellStar Corporation

                         200,000 Shares of Common Stock

         We use the terms "we," "us," and "our" to refer to CellStar
Corporation, a Delaware corporation, and its subsidiaries unless the context
indicates otherwise.

         This prospectus relates to 200,000 shares of common stock of CellStar
Corporation to be sold from time to time by Terry S. Parker, the Chief Executive
Officer and a director of CellStar who we will refer to in the prospectus as the
selling stockholder. CellStar is not selling any shares under this prospectus,
and CellStar will not receive any of the proceeds from the sale of the shares of
common stock by the selling stockholder.

         On February 12, 2002, the stockholders of CellStar voted in favor of a
one-for-five reverse stock split, which became effective on February 22, 2002.
This means that every five shares of the Company's common stock was
automatically combined into one share. In this prospectus, unless otherwise
noted, any reference to a number of the Company's common stock has been adjusted
to reflect the reverse stock split.

         The selling stockholder may sell the shares of common stock covered by
this prospectus in a number of different ways and at varying prices. We provide
more information about how the selling stockholder may sell his shares in the
section entitled "Plan of Distribution" on page 2. You should read this
prospectus and any supplement carefully before you invest.

         Our common stock is traded on the National Association of Securities
Dealers Automated Quotation National Market System (also sometimes referred to
as Nasdaq) under the symbol "CLST." On May 28, 2002, the last reported sale
price of the common stock on the Nasdaq National Market System was $4.20 per
share. The address for our principal executive offices is 1730 Briercroft Court,
Carrollton, Texas, 75006 and the telephone number of our principal executive
offices is (972) 466-5000.

                          _____________________________

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

                          _____________________________

                   The date of this prospectus is May 29, 2002
TABLE OF CONTENTS
Page
                                                                          ----
Use of Proceeds ........................................................     1
Selling Stockholder ....................................................     1
Plan of Distribution ...................................................     2
Legal Matters ..........................................................     3
Experts ................................................................     3
Where You Can Find More Information ....................................     4
______________________
USE OF PROCEEDS

         CellStar Corporation will not receive any proceeds from any sale of
shares of common stock by the selling stockholder. The selling stockholder will
receive all of the net proceeds from the sale of shares of common stock offered.

                               SELLING STOCKHOLDER

         General. The selling stockholder has acquired and/or may in the future
acquire shares of common stock from (1) the grant of restricted stock and/or the
exercise of outstanding options or stock appreciation rights granted to the
selling stockholder, either before or after the date of this prospectus, that
may be granted under the CellStar Corporation's 1993 Amended and Restated
Long-Term Incentive Plan, as amended to date, and (2) that Nonqualified Stock
Option Agreement, dated July 5, 2001, between CellStar Corporation and Terry S.
Parker. The plans and agreements referred to in items (1) and (2) of this
paragraph will sometimes be referred to in this prospectus as the "Plans."

         This prospectus covers offers and sales from time to time of our common
stock by the selling stockholder. Under Rule 416 of the Securities Act, the
selling stockholder may also offer and sell shares of common stock issued to the
selling stockholder as a result of, among other events, stock splits, stock
dividends and similar events that effect the number of shares of common stock
currently held by the selling stockholder.

         Selling Stockholder Table. The following table lists the selling
stockholder, the number of shares of common stock beneficially owned by the
selling stockholder before this offering, the number of shares of common stock
acquired by the selling stockholder upon the exercise of options granted under
the Plans that may then be offered by the selling stockholder under this
prospectus, and the number of shares of common stock to be owned by the selling
stockholder upon completion of the offering if all shares registered for resale
by this registration statement are sold and assuming the exercise of all of the
options held by the selling stockholder. If the selling stockholder owns more
than 1% of the total number of shares of the Company's common stock, we will
also include the percentage of common stock the selling stockholder owns.
-----------------------------------------------------------------------------------------------------------------------
                                                        Ownership of Common   Shares Available to be
                                                          Stock Prior to      Offered for Selling       Ownership of
                          Position With the                Offering           Stockholder's Account  Common Stock After
    Name                     Company                         (1)                Upon Exercise            Offering (2)
-----------------------------------------------------------------------------------------------------------------------
Terry S. Parker         Chief Executive Officer            55,750                 200,000                  55,750
                        and Director
-----------------------------------------------------------------------------------------------------------------------
______________

(1)   Based on beneficial ownership as of May 29, 2002. Represents shares of
      common stock to be acquired upon exercise of options (other than those set
      forth under the column heading "Shares Available to be Offered for Selling
      Stockholder's Account Upon Exercise") that are exercisable within 60 days
      of the date of this prospectus.

(2)   Assumes the exercise of all options granted under the Plans and the sale
      of the shares of common stock acquired under the options.

                                        1
PLAN OF DISTRIBUTION

         The selling stockholder, his pledgees, donees, transferees or other
successors-in-interest may, from time to time, sell all or a portion of the
shares of common stock being registered hereunder in privately negotiated
transactions or otherwise, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such market prices or at
negotiated prices. The selling stockholder may sell his shares of common stock
by one or more of the following methods, without limitation:

         .   block trades in which the broker or dealer so engaged will attempt
             to sell the shares of common stock as agent but may position and
             resell a portion of the block as principal to facilitate the
             transaction;

         .   purchases by a broker or dealer as principal and resale by such
             broker or dealer for its account pursuant to this prospectus;

         .   an exchange distribution in accordance with the rules of the
             applicable exchange;

         .   ordinary brokerage transactions and transactions in which the
             broker solicits purchasers;

         .   privately negotiated transactions;

         .   short sales;

         .   a combination of any such methods of sale; and

         .   any other method permitted pursuant to applicable law.

         From time to time the selling stockholder may engage in short sales,
short sales against the box, puts and calls and other transactions in our
securities or derivatives thereof and may sell and deliver the shares of common
stock in connection therewith or in settlement of securities loans. From time to
time the selling stockholder may pledge his shares of common stock pursuant to
the margin provisions of his customer agreements with his brokers, if any. Upon
a default by the selling stockholder, the selling stockholder's brokers may
offer and sell the pledged shares of common stock from time to time.

         In effecting sales, brokers and dealers engaged by the selling
stockholder may arrange for other brokers or dealers to participate in such
sales. Brokers or dealers may receive commissions or discounts from the selling
stockholder (or, if any such broker-dealer acts as agent for the purchaser of
such shares, from such purchaser) in amounts to be negotiated which are not
expected to exceed those customary in the types of transactions involved.
Broker-dealers may agree with the selling stockholder to sell a specified number
of such shares of common stock at a stipulated price per share, and, to the
extent such broker-dealer is unable to do so acting as agent for the selling
stockholder, to purchase as principal any unsold shares of common stock at the
price required to fulfill the broker-dealer commitment to the selling
stockholder. Broker-dealers who acquire shares of common stock as principal may
thereafter resell such shares of common stock from time to time in transactions
(which may involve block transactions and sales to and through other
broker-dealers, including transactions of the nature described above) in the
over-the-counter market or otherwise at prices and on terms then prevailing at
the time of sale, at prices then related to the then-current market price or in
negotiated transactions and, in connection with such resales, may pay to or
receive from the purchasers of such shares commissions as described above. The
selling stockholder may also sell the shares of common stock in accordance with
Rule 144 under the Securities Act, rather than pursuant to this prospectus.

                                        2
The selling stockholder and any broker-dealers or agents that
participate with the selling stockholder in sales of the shares of common stock
may be deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales. In such event, any commissions received by such
broker-dealers or agents and any profit on the resale of the shares of common
stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.

         To comply with certain states' securities laws, if applicable, the
shares of common stock will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states, the
common stock may not be sold unless the common stock has been registered or
qualified for sale in such state or an exemption from registration or
qualification is available and is satisfied.

         If a material change occurs in the plan of distribution disclosed in
this prospectus, the selling stockholder will not be able to effect transactions
in the shares of common stock covered by the prospectus until such time as a
post-effective amendment to the registration statement registering the shares
covered by this prospectus is filed with the Securities and Exchange Commission.

                                  LEGAL MATTERS

         Certain legal matters in connection with the securities offered hereby
will be passed upon by Haynes and Boone, LLP.

                                     EXPERTS

         The consolidated financial statements of CellStar and subsidiaries as
of November 30, 2001 and 2000, and for each of the years in the three-year
period ended November 30, 2001, have been incorporated by reference herein and
in the registration statement in reliance on the report of KPMG LLP, independent
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.

                                        3
WHERE YOU CAN FIND MORE INFORMATION

         We have filed with the Securities and Exchange Commission a
registration statement on Form S-8 under the Securities Act covering the resale
by the selling stockholder of the securities offered by this prospectus. This
prospectus constitutes a part of that registration statement and does not
contain all of the information in the registration statement. Copies of the
registration statement, including the exhibits, as well as the periodic reports,
proxy statements and other information we file with the Securities and Exchange
Commission, may be examined without charge and copies of the materials may be
obtained at prescribed rates from the public reference facilities maintained by
the Securities and Exchange Commission at its principal offices located at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You can get
information about the operation of the public reference facilities by calling
the Securities and Exchange Commission at 1-800-SEC-0330. In addition, the
Securities and Exchange maintains a website that contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the Securities and Exchange Commission at the address
http://www.sec.gov.

         The Securities and Exchange Commission allows us to "incorporate" into
this prospectus information that we file with the Securities and Exchange
Commission in other documents. This means that we can disclose important
information to you by referring to other documents that contain that
information. The information incorporated by reference is considered to be part
of this prospectus. We incorporate by reference the documents listed below and
any future filings made with the Securities and Exchange Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, until
all of the securities covered by this prospectus are sold:

               (a)  The Company's Quarterly Report on Form 10-Q for the
                    quarterly period ended February 28, 2002, as filed with the
                    Commission on April 12, 2002;

               (b)  The Company's Annual Report on Form 10-K for the fiscal year
                    ended November 30, 2001, as filed with the Commission on
                    February 28, 2002;

               (c)  The description of the Company's Common Stock included in
                    the Company's Report on Form 8-A (No. 0-22972) as filed with
                    the Commission on November 26, 1993;

               (d)  All documents subsequently filed by the Company pursuant to
                    Sections 13(a), 13(c), 14, and 15(d) of the Securities
                    Exchange Act of 1934, as amended, prior to the filing of a
                    post-effective amendment that indicates that all securities
                    offered under this prospectus have been sold or that
                    deregisters all securities then remaining unsold, shall be
                    deemed to be incorporated by reference into this prospectus
                    and to be a part of this prospectus from the date such
                    documents are filed.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference into this prospectus shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference in this prospectus modifies or supersedes
such statement.

         We will provide without charge to each person, including any beneficial
owner, to whom this prospectus is delivered, upon the written or oral request of
each person, a copy of any and all of the documents incorporated by reference
(other than exhibits to the documents unless exhibits are specifically
incorporated by reference in the documents). Any request should be directed to
the attention of the Investor Relations Department, 1730 Briercroft Court,
Carrollton, Texas, 75006, telephone (972) 466-5000.

                                        4
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Registration of Additional Securities

         On February 12, 2002, at the Annual Meeting of Stockholders of CellStar
Corporation (the "Company" or the "Registrant"), the stockholders of the Company
voted to effect a one-for-five reverse Stock split, whereby every five shares of
the Company's common stock, par value $0.01 per share (the "Common Stock"),
would be automatically combined into one share of Common Stock (the "Reverse
Stock Split"). The Reverse Stock Split became effective February 22, 2002.
Unless otherwise noted herein, every number of shares of Common Stock (and the
market, purchase and exercise prices related thereto) referred to in this
Registration Statement has been adjusted to reflect the Reverse Stock Split.

         Pursuant to this Registration Statement, the Company hereby registers

         (i)  600,000 shares of its Common Stock for issuance under the CellStar
         Corporation 1993 Amended and Restated Long Term Incentive Plan (the
         "Plan"). This registration of 600,000 shares of Common Stock will
         increase the number of shares registered for issuance under the Plan to
         an aggregate of 2,200,000 shares of Common Stock, subject to adjustment
         as provided in the Plan. The increase in the number of shares of Common
         Stock that may be issued under the Plan was approved by the Company's
         stockholders at the Company's Annual Meeting of Stockholders held on
         May 8, 2000.

         (ii) 50,000 shares of Common Stock that may be issued to Terry S.
         Parker, the Chief Executive Officer and a Director of the Company, upon
         the exercise of stock options that were granted to Mr. Parker pursuant
         to a Non-Qualified Stock Option Agreement, dated as of July 5, 2001,
         and having an exercise price of $10.25 per share (the "Parker Option").

         Pursuant to General Instruction E of Form S-8, and with respect to the
600,000 shares of Common Stock that are being registered hereby, in order to
register the additional shares of Common Stock that may be issued pursuant to
the Plan, this Registration Statement incorporates by reference the contents of
the Company's Registration Statement on Form S-8, Registration No. 333-77415,
filed with the Securities and Exchange Commission (the "Commission") on April
30, 1999 (the "1999 Form S-8").

         This Registration Statement also incorporates by reference the
Company's Registration Statement on Form S-8 (Registration No. 333-23381) filed
with the Commission on October 3, 1997 (the "October 1997 Form S-8"), the
Company's Registration Statement on Form S-8 (Registration No. 333-23381) filed
with the Commission on March 14, 1997, and the Company's Registration Statement
on Form S-8 (Registration No. 33-87754), filed with the Commission on December
23, 1994.

                                      II-1
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

Item 3.           Incorporation of Documents by Reference

         The Company hereby incorporates by reference the following documents,
each of which have been filed with the Commission:

                  (a)      The Company's Quarterly Report on Form 10-Q for the
                           quarterly period ended February 28, 2002, as filed
                           with the Commission on April 12, 2002;

                  (b)      The Company's Annual Report on Form 10-K for the
                           fiscal year ended November 30, 2001, as filed with
                           the Commission on February 28, 2002;

                  (c)      The description of the Company's Common Stock
                           included in the Company's Report on Form 8-A (No.
                           0-22972) as filed with the Commission on November 26,
                           1993;

                  (d)      All documents subsequently filed by the Company
                           pursuant to Sections 13(a), 13(c), 14, and 15(d) of
                           the Securities Exchange Act of 1934, as amended (the
                           "Exchange Act"), prior to the filing of a
                           post-effective amendment that indicates that all
                           securities offered hereunder have been sold or that
                           deregisters all securities then remaining unsold,
                           shall be deemed to be incorporated by reference
                           herein and to be a part hereof from the date such
                           documents are filed.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference in this Registration Statement modifies
or supersedes such statement.

Item 4.           Description of Securities

         Not applicable.

Item 5.           Interests of Named Experts and Counsel

         Not applicable.

Item 6.           Indemnification of Directors and Officers

         (a)      Section 145(a) of the Delaware General Corporation Law (the
"DGCL") provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (collectively, a "Proceeding") (other than an action by or in the
right of the corporation) by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action, suit or proceeding, if such person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

                                      II-2
Section 145(b) of the DGCL provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against such expenses
actually and reasonably incurred by him or her in connection with the defense or
settlement of such action or suit if he or she acted under similar standards,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnification
for such expenses which the court shall deem proper.

         Further, Section 145(c) of the DGCL provides that, to the extent a
director or officer of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to above or
in the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.

         Section 145(f) of the DGCL provides that the statutory provisions on
indemnification are not exclusive of indemnification provided pursuant to, among
other things, the bylaws or indemnification agreements. The Company's Amended
and Restated Bylaws contain provisions regarding the indemnification of
directors and officers of the Company. Article VII of the Company's Bylaws
provides for the indemnification of the Company's officers and directors to
substantially the same extent permitted by the DGCL.

         Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, but excludes specifically liability
for any (i) breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) acts or omissions not in good faith or involving intentional
misconduct or a knowing violation of law, (iii) payments of unlawful dividends
or unlawful stock repurchases or redemptions, or (iv) transactions from which
the director derived an improper personal benefit. The provision does not limit
equitable remedies, such as an injunction or rescission for breach of a
director's fiduciary duty of care.

         Article 11 of the Amended and Restated Certificate of Incorporation of
the Company and Section 7 of Article VII of the Company's Amended and Restated
Bylaws provide generally for indemnification of all such directors, officers and
agents. In addition, Article 11 of the Amended and Restated Certificate of
Incorporation of the Company provides that, to the fullest extent permitted by
the DGCL, as the same exists or may hereafter be amended, a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director.

         (b) The Company has entered into employment agreements with Terry S.
Parker, an officer and director of the Company, and Robert A. Kaiser, Dale H.
Allardyce, A.S. Horng and Elaine Flud Rodriguez, each of whom are officers of
the Company, which agreements provide that they will be indemnified by the
Company to the fullest extent permitted by law.

Item 7.           Exemption from Registration Claimed

         Not applicable.

                                      II-3
Item 8.      Exhibits

Exhibit No.                       Description of Exhibits
-----------                       -----------------------

    4.1          Specimen Common Stock certificate of CellStar Corporation. (1)

    5.1          Opinion of Haynes and Boone, LLP, with respect to the validity
                 of the issuance of the securities registered hereunder. (2)

    23.1         Consent of Haynes and Boone, LLP (included in its opinion filed
                 as Exhibit 5.1 to this Registration Statement). (2)

    23.2         Consent of KPMG LLP. (2)

    24.1         Power of attorney of the directors and certain officers of the
                 Company (included on the signature page of this Registration
                 Statement. (2)

___________

(1)  Previously filed as Exhibit 4.1 to the Company's Quarterly Report on Form
     10-Q for the quarterly period ended February 28, 2002, and incorporated by
     herein by reference.

(2)  Filed herewith.

Item 9.  Undertakings

     a.    The undersigned Registrant hereby undertakes:

       (1) To file, during any period in which offers or sales are being made, a
       post-effective amendment to this Registration Statement:

           (i)   to include any prospectus required by Section 10(a)(3) of the
                 Securities Act of 1933, as amended (the "Securities Act");

           (ii)  to reflect in the prospectus any facts or events arising after
                 the effective date of the Registration Statement (or the most
                 recent post-effective amendment thereof) which, individually or
                 in the aggregate, represent a fundamental change in the
                 information set forth in this Registration Statement; and

           (iii) to include any material information with respect to the plan of
                 distribution not previously disclosed in this Registration
                 Statement or any material change to such information in this
                 Registration Statement;

       provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) will not
       --------  -------
       apply if the information required to be included in a post-effective
       amendment by those paragraphs is contained in periodic reports filed by
       the registrant pursuant to Section 13 or Section 15(d) of the Exchange
       Act that are incorporated by reference in this Registration Statement.

       (2) That, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be
       a new registration statement relating to the securities offered therein,
       and the offering of such securities at that time shall be deemed to be
       the initial bona fide offering thereof; and

                                      II-4
(3) To remove from registration by means of a post-effective amendment
       any of the securities being registered which remain unsold at the
       termination of the offering.

     b.    The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     c.    Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-5
SIGNATURES AND POWER OF ATTORNEY

THE COMPANY:

     Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Dallas, State of Texas, on the 29th day of May, 2002.

                                       CELLSTAR CORPORATION

                                       By: /s/ Elaine Flud Rodriguez
                                           -------------------------------------
                                           Elaine Flud Rodriguez
                                           Senior Vice President,
                                           General Counsel and Secretary
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below hereby constitutes and appoints Terry S. Parker and Elaine Flud Rodriguez,
and each of them, each with full power to act without the other, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstituion for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Commission, granting unto each of said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person hereby ratifying and
confirming that each of said attorneys-in-fact and agents or his substitutes may
lawfully do or cause to be done by virtue hereto.

Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
included:
Name                           Capacities                                                 Date
----                           ----------                                                 ----
/s/ Terry S. Parker            Chief Executive Officer and Director                   May 29, 2002
----------------------------
Terry S. Parker                (Principal Executive Officer)

/s/ James L. Johnson           Chairman of the Board                                  May 29, 2002
----------------------------
James L. Johnson

/s/ Robert A. Kaiser           Senior Vice President, Chief Financial Officer         May 29, 2002
----------------------------
Robert A. Kaiser               and Treasurer
                               (Principal Financial Officer)

/s/ Raymond L. Durham          Vice President and Corporate Controller                May 29, 2002
----------------------------
Raymond L. Durham              (Principal Accounting Officer)

/s/ John L. ("J.L.") Jackson   Director                                               May 29, 2002
----------------------------
John L. ("J.L.") Jackson

/s/ Dale V. Kesler             Director                                               May 29, 2002
----------------------------
Dale V. Kesler

/s/ Jere W. Thompson           Director                                               May 29, 2002
----------------------------
Jere W. Thompson
EXHIBIT INDEX

Exhibit No.                           Description of Exhibits
----------                            -----------------------

    4.1          Specimen Common Stock certificate of CellStar Corporation.(1)

    5.1          Opinion of Haynes and Boone, LLP, with respect to the validity
                 of the issuance of the securities registered hereunder.(2)

   23.1          Consent of Haynes and Boone, LLP (included in its opinion filed
                 as Exhibit 5.1 to this Registration Statement).(2)

   23.2          Consent of KPMG LLP.(2)

   24.1          Power of attorney of the directors and certain officers of the
                 Company (included on the signature page of this Registration
                 Statement.(2)

_______________

(1)  Previously filed as Exhibit 4.1 to the Company's Quarterly Report on Form
     10-Q for the quarterly period ended February 28, 2002, and incorporated by
     herein by reference.

(2)  Filed herewith.