<PAGE>
  As filed with the Securities and Exchange Commission on March 14,1997.  

                                            Registration No. 33- _______________


                       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                        (I.R.S. Employer
   of incorporation or organization)                    Identification No.)

         1730 BRIERCROFT COURT
           CARROLLTON, TEXAS                                   75006
(Address of Principal Executive Offices)                     (Zip Code)

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

    CELLSTAR CORPORATION 1993 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
                  STOCK OPTION AGREEMENT WITH RICHARD M. GOZIA
                            (Full title of the Plan)

                             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)

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

                                   COPIES TO:

                                Robert R. Kibby
                            Haynes and Boone, L.L.P.
                                901 Main Street
                             3100 NationsBank Plaza
                              Dallas, Texas  75202
                                 (214) 651-5000

       APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALES TO THE PUBLIC:
     From time to time after this Registration Statement becomes effective.


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
    Title of                               Proposed Maximum       Proposed Maximum      Amount of
 Securities to be       Amount to be      Offering Price Per     Aggregate Offering   Registration
   Registered            Registered           Share(1)             Price(1)               Fee(1)
--------------------------------------------------------------------------------------------------
<S>                  <C>                  <C>                    <C>                  <C>    
Common Stock,
$.01 par value       1,550,000 shares      $    23.9375          $  37,103,125.00     $  11,243.37
 per share
--------------------------------------------------------------------------------------------------
</TABLE> 
(1)  Estimated solely for the purpose of calculating the registration fee.
     Pursuant to Rules 457(c) and 457(h), the offering price and registration
     fee are computed on the basis of the average of the high and low prices of
     the Common Stock, as reported by the National Association of Securities
     Dealers Automated Quotation National Market System, on March 12, 1997.

<PAGE>
 
     Pursuant to General Instruction E of Form S-8, this Registration Statement
incorporates by reference the contents of the Registrant's Registration
Statement No. 33-87754 on Form S-8.
<PAGE>
 
PROSPECTUS
                             CELLSTAR CORPORATION
                       2,009,332 SHARES OF COMMON STOCK*

          This Prospectus has been prepared by CellStar Corporation, a Delaware
corporation (the "Company"), for use upon resale by certain directors and
officers of the Company (the "Selling Stockholders") of up to 2,009,332 shares
(the "Shares") of Common Stock, par value $.01 per share ("Common Stock"), of
the Company.  The Selling Stockholders have acquired and/or may in the future
acquire Shares from the Company pursuant to (i) the grant of restricted stock
and/or the exercise of outstanding options or stock appreciation rights
heretofore and/or hereafter granted to the Selling Stockholders pursuant to the
provisions of the Company's 1993 Amended and Restated Long-Term Incentive Plan
(as amended to date, the "Incentive Plan"); (ii) the exercise of outstanding
options heretofore or hereafter granted under the 1994 Amended and Restated
Director Nonqualified Stock Option Plan (the "Directors Option Plan"); or (iii)
that certain Stock Option Agreement, dated as of May 24, 1996, by and between
the Company and Richard M. Gozia (the "Option Agreement").  The Incentive Plan,
the Directors Option Plan and the Option Agreement are sometimes collectively
referred to herein as the "Plans."

          The Shares may be sold from time to time by the Selling Stockholders
or, to the extent permitted, by pledgees, donees, transferees or other
successors in interest.  Such sales may be made in the National Association of
Securities Dealers Automated Quotation National Market System (the
"NASDAQ/NMS"), or on one or more exchanges, or in the over the counter market,
or in negotiated transactions, in each case at prices and at terms then
prevailing or at prices related to the then current market price or at
negotiated prices and terms.  Upon any sale of the Shares offered hereby, the
Selling Stockholders or such successors in interest and participating agents,
brokers or dealers may be deemed to be underwriters as that term is defined in
the Securities Act of 1933, as amended (the "Securities Act"), and commissions
or discounts or any profit realized on the resale of such securities may be
deemed to be underwriting commissions or discounts under the Securities Act.
See "Plan of Distribution."

          The Common Stock is quoted in the NASDAQ/NMS under the symbol "CLST."
On March 13, 1997, the last reported sale price of the Common Stock, as quoted
by the NASDAQ/NMS was $24.00. The Company will not receive any of the proceeds
from the sales of Shares by Selling Stockholders. 

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

*  This figure is an estimate.  The Company has filed Registration Statements on
Form S-8, Registration Nos. 33-       (of which this Prospectus is a part) and 
33-87754, which cover the offer and sale by the Company of up to an aggregate of
2,009,332 shares of Common Stock pursuant to the Plans. This Prospectus covers
the resale by the Selling Stockholders of an indeterminate number of Shares
acquired by the Selling Stockholders pursuant to the Plans.

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

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

          The date of this Prospectus is March 14, 1997. 
<PAGE>
 
                              AVAILABLE INFORMATION

          The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the regional offices of
the Commission at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60611, and 7 World Trade Center, Suite 1300, New York,
New York 10048.  Copies of such materials can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. at prescribed rates.

          The Company has filed with the Commission a registration statement on
Form S-8 (together with all exhibits thereto, the "Registration Statement")
under the Securities Act with respect to the Common Stock to be issued pursuant
to the Plans.  As permitted by the rules and regulations of the Commission, this
Prospectus does not contain all of the information set forth in the Registration
Statement.  Copies of the Registration Statement are available from the Public
Reference Section of the Commission at prescribed rates.  Statements contained
herein concerning the provisions of documents filed with the Registration
Statement are necessarily summaries of such documents, and each such statement
is qualified in its entirety by reference to the copy of the applicable document
filed with the Commission.

          The Company's principal executive offices are located at 1730
Briercroft Court, Carrollton, Texas, 75006, and the Company's telephone number
at such address is (972) 466-5000.

               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

          The following documents, which have been filed with the Commission by
the Company, are incorporated herein by reference and made a part hereof:

          (i)   Current Report on Form 8-K dated December 30, 1996, filed
                January 3, 1997;

          (ii)  Annual Report on Form 10-K for the fiscal year ended November
                30, 1996; and

          (iii) Registration Statement on Form 8-A (No. 0-22972), filed November
                26, 1993.

          All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock to be made
hereunder shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents.  Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for all purposes of this
Prospectus

                                      -2-
<PAGE>
 
to the extent that a statement contained herein or in any other subsequently
filed document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

          The Company will provide, without charge, to each person to whom a
copy of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any and all of the documents incorporated herein by reference
(other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates).  Written or telephone requests for copies should be directed to
CellStar Corporation, 1730 Briercroft Court, Carrollton, Texas 75006, Attention:
Investor Relations (telephone: (972) 466-5000).

                                USE OF PROCEEDS

          The Company will not receive any proceeds from the sale of the Shares
offered pursuant to this Prospectus.

                              SELLING STOCKHOLDERS

          The following directors and officers of the Company are eligible to
resell Shares acquired upon exercise of options granted under the Plans:
<TABLE>
<CAPTION>
                                                                                    SHARES AVAILABLE
                                                                                   TO BE OFFERED FOR
                                                                 OWNERSHIP OF           SELLING              AMOUNT AND
                                                                 COMMON STOCK        STOCKHOLDER'S         PERCENTAGE OF
                                                                     PRIOR           ACCOUNT UPON           CLASS AFTER
NAME                         POSITION WITH THE COMPANY          TO OFFERING (1)         EXERCISE            OFFERING (2)
----                         -------------------------         ----------------    -----------------       -------------
<S>                       <C>                                <C>                 <C>                    <C>
Alan H. Goldfield            Chief Executive Officer and           8,562,870(3)          312,870          8,250,000(3)
                             Chairman of the Board                                                           (42.8%)
                                                                                                     
Richard M. Gozia             President, Chief Operating              200,000             200,000                  0*
                             Officer and Director                                                  
                                                                                                     
Mark Q. Huggins              Senior Vice President -                  40,000              40,000                  0*
                             Administration, Chief Financial                                       
                             Officer and Treasurer                                                  
                                                                                                     
Daniel T. Bogar              Vice President - South                   62,433              59,793              2,640*
                             American Operations and                                                 
                             Director                                                        
                                                                                                     
Michael S. Hedge             Vice President - Wholesale               59,793              59,793                  0*
                             Sales and Director                                                   
                                                                                                     
Timothy L. Maretti           Vice President -  Mexican                30,000              30,000                  0*
                             Operations

</TABLE>

                                      -3-
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                   SHARES AVAILABLE
                                                                                  TO BE OFFERED FOR
                                                              OWNERSHIP OF             SELLING           AMOUNT AND
                                                              COMMON STOCK          STOCKHOLDER'S       PERCENTAGE OF
                                                                PRIOR               ACCOUNT UPON         CLASS AFTER
NAME                      POSITION WITH THE COMPANY          TO OFFERING (1)          EXERCISE          OFFERING (2)
----                      -------------------------          ---------------      ----------------      -------------
<S>                       <C>                                <C>                 <C>                    <C>
 Elaine Flud Rodriguez        Vice President, General                 45,961              45,761                200*
                              Counsel and Secretary                                                
                                                                                                   
Richard L. White              Vice President and Chief                 5,000               5,000                  0*
                              Information Officer                                                 
                                                                                                   
Evelyn Henry Miller           Vice President - Corporate              15,000              15,000                  0*
                              Controller                                                     
                                                                                                   
James L. Johnson              Director                                10,000               2,500              7,500*
                                                                                                   
Terry S. Parker               Director                                 2,500               2,500                  0*
                                                                                                   
Sheldon I. Stein              Director                                12,500               2,500             10,000*
                                                                                                   
John T. Stupka                Director                                 2,500               2,500                  0*

</TABLE>
----------------------
 *   Indicates shares held are less than 1% of class.

(1)  Based on ownership as of February 14, 1997. Includes Shares to be acquired
     upon exercise of options granted under the Plans, some of which options are
     not 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 acquired thereby.

(3)  Includes 1,000,000 shares of Common Stock that are subject to a revocable
     (upon 90 days written notice) proxy, which proxy gives Mr. Goldfield the
     right to vote such shares.

          Information relating to any additional Selling Stockholders will be
provided by Prospectus Supplement.

                              PLAN OF DISTRIBUTION

          The Shares offered hereby may be sold from time to time by the Selling
Stockholders, or,   to the extent permitted, by pledgees, donees, transferees or
other successors in interest.  The   Shares may be disposed of from time to time
in one or more transactions through any one or   more of the following: (i) the
purchasers directly, (ii) in ordinary brokerage transactions and   transactions
in which the broker solicits purchasers, (iii) through underwriters or dealers
who   may receive compensation in the form of underwriting discounts,
concessions or commissions   from the Selling Stockholders or such successors in
interest and/or from the purchasers of the   Shares for whom they may act as
agent, (iv) the writing of options on the Shares, (v) the pledge   of the Shares
as security for any loan or obligation, including pledges to brokers or dealers
who

                                      -4-
<PAGE>
 
may, from time to time, themselves effect distributions of the Shares or
interest therein, (vi)   purchases by a broker or dealer as principal and resale
by such broker or dealer for its own   account, (vii) a block trade in which the
broker or dealer so engaged will attempt to sell the   Shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction and (viii) an exchange distribution in accordance with the rules of
such exchange or   transactions in the over the counter market.  Such sales may
be made at prices and at terms then   prevailing or at prices related to the
then current market price or at negotiated prices and terms.   In effecting
sales, brokers or dealers may arrange for other brokers or dealers to
participate.  The   Selling Stockholders or such successors in interest, and any
underwriters, brokers, dealers or   agents that participate in the distribution
of the Shares, may be deemed to be "underwriters"   within the meaning of the
Securities Act, and any profit on the sale of the Shares by them and   any
discounts, commissions or concessions received by any such underwriters,
brokers, dealers   or agents may be deemed to by underwriting commissions or
discounts under the Securities Act.

          The Company will pay all of the expenses incident to the offering and
sale of the Shares   to the public other than underwriting discounts or
commissions, brokers' fees and the fees and   expenses of any counsel to the
Selling Stockholders related thereto.

          In the event of a material change in the plan of distribution
disclosed in this Prospectus,   the Selling Stockholders will not be able to
effect transactions in the Shares pursuant to this   Prospectus until such time
as a post-effective amendment to the Registration Statement is filed   with, and
declared effective by, the Commission.


                                 LEGAL MATTERS

          Certain legal matters in connection with the validity of the Common
Stock offered hereby   have been passed upon by Haynes and Boone, L.L.P.,
Dallas, Texas.



                                    EXPERTS
 
          The consolidated financial statements of CellStar Corporation and
subsidiaries as of November 30, 1996 and 1995, and for each of the years in the
three-year period ended November 30, 1996, have been incorporated by reference
herein and in the Registration Statement in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
 
                                INDEMNIFICATION
 
          The Company is a Delaware corporation. Section 145 of the Delaware
General Corporation Law (the "DGCL") generally provides that a corporation is
empowered to

                                      -5-
<PAGE>
 
indemnify any person who was or is or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation in any of
such capacities of another corporation or other enterprise, if such director,
officer, employee or agent acted in good faith and in a manner he 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 conduct was unlawful. Such statute provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which such persons may be entitled under any bylaw, vote of
stockholders or disinterested directors or otherwise.

         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.
 
          The Company has entered into employment agreements with Alan H.
Goldfield and Richard M. Gozia, directors and officers of the Company, which
agreements provide that they will be indemnified by the Company to the fullest
extent permitted by law. Mr. Goldfield's and Mr. Gozia's rights to
indemnification are protected by their rights under their employment agreements
to require the Company to establish and fund a trust to indemnify them after a
"change in control" (as defined in their respective employment agreements) or a
potential "change in control."

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company 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.

                                      -6-
<PAGE>
 
No dealer, salesman or other person has been
authorized to give any information or to
make any representation not contained in this
Prospectus in connection with the offering
made hereby.  If given or made, such
information or representation must not be                  2,009,332
relied upon as having been authorized by the                 SHARES
Company.  Neither the delivery of this
Prospectus nor any sale made hereunder shall
under any circumstances create any
implication that the information contained
herein is correct as of any time subsequent to
the date hereof.  This Prospectus does not
constitute an offer to sell or a solicitation 
of an offer to buy any securities in any
jurisdiction to any person to whom it would                CELLSTAR
be unlawful to make such an offer or                      CORPORATION
solicitation in such jurisdiction.
 
 
     -----------------------

       TABLE OF CONTENTS                                 COMMON STOCK

                                  PAGE
 
Available Informationa............ 2

Incorporation of Certain Documents
 by Reference..................... 2                  ----------------

Use of Proceeds................... 3

Selling Stockholders.............. 3                      PROSPECTUS

Plan of Distribution.............. 4

Legal Matters..................... 5                  ----------------

Experts........................... 5

Indemnification................... 5                  March 14, 1997 
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.     Incorporation of Documents by Reference.
            --------------------------------------- 

     The following documents, which have been filed with the Commission by the
Company, are incorporated herein by reference and made a part hereof:

     (i)   Current Report on Form 8-K dated December 30, 1996, filed January 3,
           1997;

     (ii)  Annual Report on Form 10-K for the fiscal year ended November 30,
           1996; and

     (iii) Registration Statement on Form 8-A (No. 0-22972), filed November 26,
           1993.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of 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 of filing of such documents.

Item 4. Description of Securities.
        ------------------------- 

     Not applicable.

Item 5. Interests of Named Experts and Counsel.
        -------------------------------------- 


                                 Legal Matters
                                 -------------

     Certain legal matters in connection with the validity of the Common Stock
offered hereby have been passed upon by Haynes and Boone, L.L.P., Dallas, Texas.

                                      II-1
<PAGE>
 
                                    Experts
                                    -------

     The consolidated financial statements of CellStar Corporation and
subsidiaries as of  November 30, 1996 and 1995, and for each of the years in the
three-year period ended November 30, 1996, have been incorporated by reference
herein in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing. 

Item 6.    Indemnification of Directors and Officers.
           ----------------------------------------- 

     The Company is a Delaware corporation.  Section 145 of the DGCL generally
provides that a corporation is empowered to indemnify any person who was or is
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation in any of such capacities of another corporation or
other enterprise, if such director, officer, employee or agent acted in good
faith and in a manner he 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 conduct was unlawful.  Such
statute provides further that the indemnification permitted thereunder shall not
be deemed exclusive of any other rights to which such persons may be entitled
under any bylaw, vote of stockholders or disinterested directors or otherwise.

     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.

     The Company has entered into employment agreements with Alan H. Goldfield
and Richard M. Gozia, directors and officers of the Company, which agreements
provide that they will be indemnified by the Company to the fullest extent
permitted by law.  Mr. Goldfield's and Mr. Gozia's rights to indemnification are
protected by their rights under their employment agreements to require the
Company to establish and fund a trust to indemnify them after a "change in
control" (as defined in their respective employment agreements) or a potential
"change in control."

Item 7.   Exemption from Registration Claimed.
          ----------------------------------- 

     Not applicable.

                                      II-2
<PAGE>
 
Item 8.   Exhibits
          --------

     The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.

Exhibit No.                     Description of Exhibit
-----------                     ----------------------
 
     4.1  -  Specimen Common Stock Certificate of CellStar Corporation. (1)
 
     4.2  -  Amended and Restated Certificate of Incorporation of CellStar
             Corporation. (2)
 
     4.3  -  Amended and Restated Bylaws of CellStar Corporation. (3)
 
     5.1  -  Opinion of Haynes and Boone, L.L.P. with respect to validity of
             issuance of securities. (5)
 
    23.1  -  Consent of KPMG Peat Marwick LLP. (5)
 
    23.2  -  Consent of Haynes and Boone, L.L.P. (included in its opinion filed
             as Exhibit 5.1 to this Registration Statement). (5)
 
    24.1  -  Power of Attorney (appearing on page II-6 of this Registration
             Statement). (5)
 
    99.1  -  CellStar Corporation 1993 Amended and Restated Long-Term Incentive
             Plan. (4)
 
    99.2  -  Nonqualified Stock Option Agreement, dated May 24, 1996, by and
             between CellStar Corporation and Richard M. Gozia (5) 

------------------------
 
(1)  Previously filed as an exhibit to the Company's Annual Report on Form 10-K
     for the fiscal year ended November 30, 1995, and incorporated herein by
     reference.

(2)  Previously filed as an exhibit to the Company's Quarterly Report on Form
     10-Q for the quarterly period ended August 31, 1995, and incorporated
     herein by reference.
 
(3)  Previously filed as an exhibit to the Company's Quarterly Report on Form
     10-Q for the quarterly period ended February 29, 1996, and incorporated
     herein by reference.

(4)  Previously filed as an exhibit to the Company's Annual Report on Form 10-K
     for the fiscal year ended November 30, 1996, and incorporated herein by
     reference.

(5)  Filed herewith.

                                      II-3
<PAGE>
 
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;

               (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 the Registration Statement;

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

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do 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

          (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 that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, 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,

                                      II-4
<PAGE>
 
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
  
     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 Carrollton, State of Texas, on the 14th day of
March, 1997. 

                                        CELLSTAR CORPORATION


                                        By:     /s/ Alan H. Goldfield
                                            ------------------------------------
                                                    Alan H. Goldfield
                                                Chairman of the Board and
                                                 Chief Executive Officer


          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Alan H. Goldfield, Richard M.
Gozia and Elaine Flud Rodriguez his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, each of whom may act without joinder of the others, in
any and all capacities, to sign, execute, and file with the Securities and
Exchange Commission and any state securities regulatory board or commission any
documents relating to the proposed issuance and registration of the securities
offered pursuant to this Registration Statement on Form S-8 under the Securities
Act of 1933, as amended, including any amendment or amendments relating thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and purposes as he might
or could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done.

                                      II-6
<PAGE>
 
        Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-8 has been signed by the
following persons in the capacities and on the date indicated.

Signatures                               Title                      Date
----------                               -----                     ------


/s/ Alan H. Goldfield       Chairman of the Board and Chief
-------------------------        Executive Officer              March 14, 1997
    Alan H. Goldfield        (Principal Executive Officer)


/s/ Richard M. Gozia          President, Chief Operating        March 14, 1997
-------------------------        Officer and Director
    Richard M. Gozia



/s/ Evelyn Henry Miller        Vice President - Corporate       March 14, 1997
-------------------------             Controller
    Evelyn Henry Miller       (Principal Accounting Officer)


/s/ Michael S. Hedge           Vice President - Wholesale       March 14, 1997
-------------------------          Sales and Director
    Michael S. Hedge

/s/ Daniel T. Bogar          Vice President - South American    March 14, 1997
-------------------------        Operations and Director
    Daniel T. Bogar


/s/ James L. Johnson                Director                    March 14, 1997
-------------------------
    James L. Johnson

/s/ Sheldon I. Stein                Director                    March 14, 1997
-------------------------
    Sheldon I. Stein

/s/ John T. Stupka                  Director                    March 14, 1997
-------------------------
    John T. Stupka

/s/ Terry S. Parker                 Director                    March 14, 1997
-------------------------
    Terry S. Parker


/s/ Mark Q. Huggins              Senior Vice President -        March 14, 1997
-------------------------    Administration, Chief Financial
    Mark Q. Huggins              Officer and Treasurer
                              (Principal Financial Officer)

                                      II-7
<PAGE>
 
                               INDEX TO EXHIBITS
                               -----------------


                             Description of Exhibit
                             ----------------------

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

      4.2  Amended and Restated Certificate of Incorporation of CellStar
           Corporation. (2)
 
      4.3  Amended and Restated Bylaws of CellStar Corporation. (3)
 
      5.1  Opinion of Haynes and Boone, L.L.P. with respect to validity of
           issuance of securities. (5)
 
     23.1  Consent of KPMG Peat Marwick LLP. (5)
 
     23.2  Consent of Haynes and Boone, L.L.P. (included in its opinion filed as
           Exhibit 5.1 to this Registration Statement). (5) 
 
     24.1  Power of Attorney (appearing on page II-6 of this Registration
           Statement). (5)

     99.1  CellStar Corporation 1993 Amended and Restated Long-Term Incentive
           Plan. (4)

     99.2  Nonqualified Stock Option Agreement, dated May 24, 1996, by and
           between the CellStar Corporation and Richard M. Gozia (5)
            
----------------------- 
(1) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
    for the fiscal year ended November 30, 1995, and incorporated herein by
    reference.
 
(2) Previously filed as an exhibit to the Company's Quarterly Report on Form 10-
    Q for the quarterly period ended August 31, 1995, and incorporated herein by
    reference.
     
(3) Previously filed as an exhibit to the Company's Quarterly Report on Form 10-
    Q for the quarterly period ended February 29, 1996, and incorporated herein
    by reference.
     
(4) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
    for the fiscal year ended November 30, 1996, and incorporated herein by
    reference.

(5) Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 42373}]
{"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": "333-23381", "film-number": "97557016"}, "business-address": {"street1": "1730 BRIERCROFT DR", "city": "CARROLLTON", "state": "TX", "zip": "75006", "phone": "2144665000"}}
As filed with the Securities and Exchange Commission on March 14,1997.  

                                            Registration No. 33- _______________

                       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                        (I.R.S. Employer
   of incorporation or organization)                    Identification No.)

         1730 BRIERCROFT COURT
           CARROLLTON, TEXAS                                   75006
(Address of Principal Executive Offices)                     (Zip Code)

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

    CELLSTAR CORPORATION 1993 AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
                  STOCK OPTION AGREEMENT WITH RICHARD M. GOZIA
                            (Full title of the Plan)

                             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)

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

                                   COPIES TO:

                                Robert R. Kibby
                            Haynes and Boone, L.L.P.
                                901 Main Street
                             3100 NationsBank Plaza
                              Dallas, Texas  75202
                                 (214) 651-5000

       APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALES TO THE PUBLIC:
     From time to time after this Registration Statement becomes effective.

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------
    Title of                               Proposed Maximum       Proposed Maximum      Amount of
 Securities to be       Amount to be      Offering Price Per     Aggregate Offering   Registration
   Registered            Registered           Share(1)             Price(1)               Fee(1)
--------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value       1,550,000 shares      $    23.9375          $  37,103,125.00     $  11,243.37
 per share
--------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee.
     Pursuant to Rules 457(c) and 457(h), the offering price and registration
     fee are computed on the basis of the average of the high and low prices of
     the Common Stock, as reported by the National Association of Securities
     Dealers Automated Quotation National Market System, on March 12, 1997.
Pursuant to General Instruction E of Form S-8, this Registration Statement
incorporates by reference the contents of the Registrant's Registration
Statement No. 33-87754 on Form S-8.
PROSPECTUS
                             CELLSTAR CORPORATION
                       2,009,332 SHARES OF COMMON STOCK*

          This Prospectus has been prepared by CellStar Corporation, a Delaware
corporation (the "Company"), for use upon resale by certain directors and
officers of the Company (the "Selling Stockholders") of up to 2,009,332 shares
(the "Shares") of Common Stock, par value $.01 per share ("Common Stock"), of
the Company.  The Selling Stockholders have acquired and/or may in the future
acquire Shares from the Company pursuant to (i) the grant of restricted stock
and/or the exercise of outstanding options or stock appreciation rights
heretofore and/or hereafter granted to the Selling Stockholders pursuant to the
provisions of the Company's 1993 Amended and Restated Long-Term Incentive Plan
(as amended to date, the "Incentive Plan"); (ii) the exercise of outstanding
options heretofore or hereafter granted under the 1994 Amended and Restated
Director Nonqualified Stock Option Plan (the "Directors Option Plan"); or (iii)
that certain Stock Option Agreement, dated as of May 24, 1996, by and between
the Company and Richard M. Gozia (the "Option Agreement").  The Incentive Plan,
the Directors Option Plan and the Option Agreement are sometimes collectively
referred to herein as the "Plans."

          The Shares may be sold from time to time by the Selling Stockholders
or, to the extent permitted, by pledgees, donees, transferees or other
successors in interest.  Such sales may be made in the National Association of
Securities Dealers Automated Quotation National Market System (the
"NASDAQ/NMS"), or on one or more exchanges, or in the over the counter market,
or in negotiated transactions, in each case at prices and at terms then
prevailing or at prices related to the then current market price or at
negotiated prices and terms.  Upon any sale of the Shares offered hereby, the
Selling Stockholders or such successors in interest and participating agents,
brokers or dealers may be deemed to be underwriters as that term is defined in
the Securities Act of 1933, as amended (the "Securities Act"), and commissions
or discounts or any profit realized on the resale of such securities may be
deemed to be underwriting commissions or discounts under the Securities Act.
See "Plan of Distribution."

          The Common Stock is quoted in the NASDAQ/NMS under the symbol "CLST."
On March 13, 1997, the last reported sale price of the Common Stock, as quoted
by the NASDAQ/NMS was $24.00. The Company will not receive any of the proceeds
from the sales of Shares by Selling Stockholders. 

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

*  This figure is an estimate.  The Company has filed Registration Statements on
Form S-8, Registration Nos. 33-       (of which this Prospectus is a part) and 
33-87754, which cover the offer and sale by the Company of up to an aggregate of
2,009,332 shares of Common Stock pursuant to the Plans. This Prospectus covers
the resale by the Selling Stockholders of an indeterminate number of Shares
acquired by the Selling Stockholders pursuant to the Plans.

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

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

          The date of this Prospectus is March 14, 1997.
AVAILABLE INFORMATION

          The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the regional offices of
the Commission at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60611, and 7 World Trade Center, Suite 1300, New York,
New York 10048.  Copies of such materials can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. at prescribed rates.

          The Company has filed with the Commission a registration statement on
Form S-8 (together with all exhibits thereto, the "Registration Statement")
under the Securities Act with respect to the Common Stock to be issued pursuant
to the Plans.  As permitted by the rules and regulations of the Commission, this
Prospectus does not contain all of the information set forth in the Registration
Statement.  Copies of the Registration Statement are available from the Public
Reference Section of the Commission at prescribed rates.  Statements contained
herein concerning the provisions of documents filed with the Registration
Statement are necessarily summaries of such documents, and each such statement
is qualified in its entirety by reference to the copy of the applicable document
filed with the Commission.

          The Company's principal executive offices are located at 1730
Briercroft Court, Carrollton, Texas, 75006, and the Company's telephone number
at such address is (972) 466-5000.

               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

          The following documents, which have been filed with the Commission by
the Company, are incorporated herein by reference and made a part hereof:

          (i)   Current Report on Form 8-K dated December 30, 1996, filed
                January 3, 1997;

          (ii)  Annual Report on Form 10-K for the fiscal year ended November
                30, 1996; and

          (iii) Registration Statement on Form 8-A (No. 0-22972), filed November
                26, 1993.

          All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock to be made
hereunder shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents.  Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for all purposes of this
Prospectus

                                      -2-
to the extent that a statement contained herein or in any other subsequently
filed document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

          The Company will provide, without charge, to each person to whom a
copy of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any and all of the documents incorporated herein by reference
(other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates).  Written or telephone requests for copies should be directed to
CellStar Corporation, 1730 Briercroft Court, Carrollton, Texas 75006, Attention:
Investor Relations (telephone: (972) 466-5000).

                                USE OF PROCEEDS

          The Company will not receive any proceeds from the sale of the Shares
offered pursuant to this Prospectus.

                              SELLING STOCKHOLDERS

          The following directors and officers of the Company are eligible to
resell Shares acquired upon exercise of options granted under the Plans:
SHARES AVAILABLE
                                                                                   TO BE OFFERED FOR
                                                                 OWNERSHIP OF           SELLING              AMOUNT AND
                                                                 COMMON STOCK        STOCKHOLDER'S         PERCENTAGE OF
                                                                     PRIOR           ACCOUNT UPON           CLASS AFTER
NAME                         POSITION WITH THE COMPANY          TO OFFERING (1)         EXERCISE            OFFERING (2)
----                         -------------------------         ----------------    -----------------       -------------
Alan H. Goldfield            Chief Executive Officer and           8,562,870(3)          312,870          8,250,000(3)
                             Chairman of the Board                                                           (42.8%)
                                                                                                     
Richard M. Gozia             President, Chief Operating              200,000             200,000                  0*
                             Officer and Director                                                  
                                                                                                     
Mark Q. Huggins              Senior Vice President -                  40,000              40,000                  0*
                             Administration, Chief Financial                                       
                             Officer and Treasurer                                                  
                                                                                                     
Daniel T. Bogar              Vice President - South                   62,433              59,793              2,640*
                             American Operations and                                                 
                             Director                                                        
                                                                                                     
Michael S. Hedge             Vice President - Wholesale               59,793              59,793                  0*
                             Sales and Director                                                   
                                                                                                     
Timothy L. Maretti           Vice President -  Mexican                30,000              30,000                  0*
                             Operations
-3-
SHARES AVAILABLE
                                                                                  TO BE OFFERED FOR
                                                              OWNERSHIP OF             SELLING           AMOUNT AND
                                                              COMMON STOCK          STOCKHOLDER'S       PERCENTAGE OF
                                                                PRIOR               ACCOUNT UPON         CLASS AFTER
NAME                      POSITION WITH THE COMPANY          TO OFFERING (1)          EXERCISE          OFFERING (2)
----                      -------------------------          ---------------      ----------------      -------------
Elaine Flud Rodriguez        Vice President, General                 45,961              45,761                200*
                              Counsel and Secretary                                                
                                                                                                   
Richard L. White              Vice President and Chief                 5,000               5,000                  0*
                              Information Officer                                                 
                                                                                                   
Evelyn Henry Miller           Vice President - Corporate              15,000              15,000                  0*
                              Controller                                                     
                                                                                                   
James L. Johnson              Director                                10,000               2,500              7,500*
                                                                                                   
Terry S. Parker               Director                                 2,500               2,500                  0*
                                                                                                   
Sheldon I. Stein              Director                                12,500               2,500             10,000*
                                                                                                   
John T. Stupka                Director                                 2,500               2,500                  0*
----------------------
 *   Indicates shares held are less than 1% of class.

(1)  Based on ownership as of February 14, 1997. Includes Shares to be acquired
     upon exercise of options granted under the Plans, some of which options are
     not 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 acquired thereby.

(3)  Includes 1,000,000 shares of Common Stock that are subject to a revocable
     (upon 90 days written notice) proxy, which proxy gives Mr. Goldfield the
     right to vote such shares.

          Information relating to any additional Selling Stockholders will be
provided by Prospectus Supplement.

                              PLAN OF DISTRIBUTION

          The Shares offered hereby may be sold from time to time by the Selling
Stockholders, or,   to the extent permitted, by pledgees, donees, transferees or
other successors in interest.  The   Shares may be disposed of from time to time
in one or more transactions through any one or   more of the following: (i) the
purchasers directly, (ii) in ordinary brokerage transactions and   transactions
in which the broker solicits purchasers, (iii) through underwriters or dealers
who   may receive compensation in the form of underwriting discounts,
concessions or commissions   from the Selling Stockholders or such successors in
interest and/or from the purchasers of the   Shares for whom they may act as
agent, (iv) the writing of options on the Shares, (v) the pledge   of the Shares
as security for any loan or obligation, including pledges to brokers or dealers
who

                                      -4-
may, from time to time, themselves effect distributions of the Shares or
interest therein, (vi)   purchases by a broker or dealer as principal and resale
by such broker or dealer for its own   account, (vii) a block trade in which the
broker or dealer so engaged will attempt to sell the   Shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction and (viii) an exchange distribution in accordance with the rules of
such exchange or   transactions in the over the counter market.  Such sales may
be made at prices and at terms then   prevailing or at prices related to the
then current market price or at negotiated prices and terms.   In effecting
sales, brokers or dealers may arrange for other brokers or dealers to
participate.  The   Selling Stockholders or such successors in interest, and any
underwriters, brokers, dealers or   agents that participate in the distribution
of the Shares, may be deemed to be "underwriters"   within the meaning of the
Securities Act, and any profit on the sale of the Shares by them and   any
discounts, commissions or concessions received by any such underwriters,
brokers, dealers   or agents may be deemed to by underwriting commissions or
discounts under the Securities Act.

          The Company will pay all of the expenses incident to the offering and
sale of the Shares   to the public other than underwriting discounts or
commissions, brokers' fees and the fees and   expenses of any counsel to the
Selling Stockholders related thereto.

          In the event of a material change in the plan of distribution
disclosed in this Prospectus,   the Selling Stockholders will not be able to
effect transactions in the Shares pursuant to this   Prospectus until such time
as a post-effective amendment to the Registration Statement is filed   with, and
declared effective by, the Commission.

                                 LEGAL MATTERS

          Certain legal matters in connection with the validity of the Common
Stock offered hereby   have been passed upon by Haynes and Boone, L.L.P.,
Dallas, Texas.

                                    EXPERTS
 
          The consolidated financial statements of CellStar Corporation and
subsidiaries as of November 30, 1996 and 1995, and for each of the years in the
three-year period ended November 30, 1996, have been incorporated by reference
herein and in the Registration Statement in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
 
                                INDEMNIFICATION
 
          The Company is a Delaware corporation. Section 145 of the Delaware
General Corporation Law (the "DGCL") generally provides that a corporation is
empowered to

                                      -5-
indemnify any person who was or is or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation in any of
such capacities of another corporation or other enterprise, if such director,
officer, employee or agent acted in good faith and in a manner he 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 conduct was unlawful. Such statute provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which such persons may be entitled under any bylaw, vote of
stockholders or disinterested directors or otherwise.

         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.
 
          The Company has entered into employment agreements with Alan H.
Goldfield and Richard M. Gozia, directors and officers of the Company, which
agreements provide that they will be indemnified by the Company to the fullest
extent permitted by law. Mr. Goldfield's and Mr. Gozia's rights to
indemnification are protected by their rights under their employment agreements
to require the Company to establish and fund a trust to indemnify them after a
"change in control" (as defined in their respective employment agreements) or a
potential "change in control."

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company 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.

                                      -6-
No dealer, salesman or other person has been
authorized to give any information or to
make any representation not contained in this
Prospectus in connection with the offering
made hereby.  If given or made, such
information or representation must not be                  2,009,332
relied upon as having been authorized by the                 SHARES
Company.  Neither the delivery of this
Prospectus nor any sale made hereunder shall
under any circumstances create any
implication that the information contained
herein is correct as of any time subsequent to
the date hereof.  This Prospectus does not
constitute an offer to sell or a solicitation 
of an offer to buy any securities in any
jurisdiction to any person to whom it would                CELLSTAR
be unlawful to make such an offer or                      CORPORATION
solicitation in such jurisdiction.
 
 
     -----------------------

       TABLE OF CONTENTS                                 COMMON STOCK

                                  PAGE
 
Available Informationa............ 2

Incorporation of Certain Documents
 by Reference..................... 2                  ----------------

Use of Proceeds................... 3

Selling Stockholders.............. 3                      PROSPECTUS

Plan of Distribution.............. 4

Legal Matters..................... 5                  ----------------

Experts........................... 5

Indemnification................... 5                  March 14, 1997
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.
            --------------------------------------- 

     The following documents, which have been filed with the Commission by the
Company, are incorporated herein by reference and made a part hereof:

     (i)   Current Report on Form 8-K dated December 30, 1996, filed January 3,
           1997;

     (ii)  Annual Report on Form 10-K for the fiscal year ended November 30,
           1996; and

     (iii) Registration Statement on Form 8-A (No. 0-22972), filed November 26,
           1993.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, and 15(d) of 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 of filing of such documents.

Item 4. Description of Securities.
        ------------------------- 

     Not applicable.

Item 5. Interests of Named Experts and Counsel.
        -------------------------------------- 

                                 Legal Matters
                                 -------------

     Certain legal matters in connection with the validity of the Common Stock
offered hereby have been passed upon by Haynes and Boone, L.L.P., Dallas, Texas.

                                      II-1
Experts
                                    -------

     The consolidated financial statements of CellStar Corporation and
subsidiaries as of  November 30, 1996 and 1995, and for each of the years in the
three-year period ended November 30, 1996, have been incorporated by reference
herein in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing. 

Item 6.    Indemnification of Directors and Officers.
           ----------------------------------------- 

     The Company is a Delaware corporation.  Section 145 of the DGCL generally
provides that a corporation is empowered to indemnify any person who was or is
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation in any of such capacities of another corporation or
other enterprise, if such director, officer, employee or agent acted in good
faith and in a manner he 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 conduct was unlawful.  Such
statute provides further that the indemnification permitted thereunder shall not
be deemed exclusive of any other rights to which such persons may be entitled
under any bylaw, vote of stockholders or disinterested directors or otherwise.

     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.

     The Company has entered into employment agreements with Alan H. Goldfield
and Richard M. Gozia, directors and officers of the Company, which agreements
provide that they will be indemnified by the Company to the fullest extent
permitted by law.  Mr. Goldfield's and Mr. Gozia's rights to indemnification are
protected by their rights under their employment agreements to require the
Company to establish and fund a trust to indemnify them after a "change in
control" (as defined in their respective employment agreements) or a potential
"change in control."

Item 7.   Exemption from Registration Claimed.
          ----------------------------------- 

     Not applicable.

                                      II-2
Item 8.   Exhibits
          --------

     The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.

Exhibit No.                     Description of Exhibit
-----------                     ----------------------
 
     4.1  -  Specimen Common Stock Certificate of CellStar Corporation. (1)
 
     4.2  -  Amended and Restated Certificate of Incorporation of CellStar
             Corporation. (2)
 
     4.3  -  Amended and Restated Bylaws of CellStar Corporation. (3)
 
     5.1  -  Opinion of Haynes and Boone, L.L.P. with respect to validity of
             issuance of securities. (5)
 
    23.1  -  Consent of KPMG Peat Marwick LLP. (5)
 
    23.2  -  Consent of Haynes and Boone, L.L.P. (included in its opinion filed
             as Exhibit 5.1 to this Registration Statement). (5)
 
    24.1  -  Power of Attorney (appearing on page II-6 of this Registration
             Statement). (5)
 
    99.1  -  CellStar Corporation 1993 Amended and Restated Long-Term Incentive
             Plan. (4)
 
    99.2  -  Nonqualified Stock Option Agreement, dated May 24, 1996, by and
             between CellStar Corporation and Richard M. Gozia (5) 

------------------------
 
(1)  Previously filed as an exhibit to the Company's Annual Report on Form 10-K
     for the fiscal year ended November 30, 1995, and incorporated herein by
     reference.

(2)  Previously filed as an exhibit to the Company's Quarterly Report on Form
     10-Q for the quarterly period ended August 31, 1995, and incorporated
     herein by reference.
 
(3)  Previously filed as an exhibit to the Company's Quarterly Report on Form
     10-Q for the quarterly period ended February 29, 1996, and incorporated
     herein by reference.

(4)  Previously filed as an exhibit to the Company's Annual Report on Form 10-K
     for the fiscal year ended November 30, 1996, and incorporated herein by
     reference.

(5)  Filed herewith.

                                      II-3
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;

               (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 the Registration Statement;

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

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do 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

          (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 that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, 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,

                                      II-4
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
  
     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 Carrollton, State of Texas, on the 14th day of
March, 1997. 

                                        CELLSTAR CORPORATION

                                        By:     /s/ Alan H. Goldfield
                                            ------------------------------------
                                                    Alan H. Goldfield
                                                Chairman of the Board and
                                                 Chief Executive Officer

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Alan H. Goldfield, Richard M.
Gozia and Elaine Flud Rodriguez his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, each of whom may act without joinder of the others, in
any and all capacities, to sign, execute, and file with the Securities and
Exchange Commission and any state securities regulatory board or commission any
documents relating to the proposed issuance and registration of the securities
offered pursuant to this Registration Statement on Form S-8 under the Securities
Act of 1933, as amended, including any amendment or amendments relating thereto,
with all exhibits and any and all documents required to be filed with respect
thereto with any regulatory authority, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and purposes as he might
or could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done.

                                      II-6
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-8 has been signed by the
following persons in the capacities and on the date indicated.

Signatures                               Title                      Date
----------                               -----                     ------

/s/ Alan H. Goldfield       Chairman of the Board and Chief
-------------------------        Executive Officer              March 14, 1997
    Alan H. Goldfield        (Principal Executive Officer)

/s/ Richard M. Gozia          President, Chief Operating        March 14, 1997
-------------------------        Officer and Director
    Richard M. Gozia

/s/ Evelyn Henry Miller        Vice President - Corporate       March 14, 1997
-------------------------             Controller
    Evelyn Henry Miller       (Principal Accounting Officer)

/s/ Michael S. Hedge           Vice President - Wholesale       March 14, 1997
-------------------------          Sales and Director
    Michael S. Hedge

/s/ Daniel T. Bogar          Vice President - South American    March 14, 1997
-------------------------        Operations and Director
    Daniel T. Bogar

/s/ James L. Johnson                Director                    March 14, 1997
-------------------------
    James L. Johnson

/s/ Sheldon I. Stein                Director                    March 14, 1997
-------------------------
    Sheldon I. Stein

/s/ John T. Stupka                  Director                    March 14, 1997
-------------------------
    John T. Stupka

/s/ Terry S. Parker                 Director                    March 14, 1997
-------------------------
    Terry S. Parker

/s/ Mark Q. Huggins              Senior Vice President -        March 14, 1997
-------------------------    Administration, Chief Financial
    Mark Q. Huggins              Officer and Treasurer
                              (Principal Financial Officer)

                                      II-7
INDEX TO EXHIBITS
                               -----------------

                             Description of Exhibit
                             ----------------------

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

      4.2  Amended and Restated Certificate of Incorporation of CellStar
           Corporation. (2)
 
      4.3  Amended and Restated Bylaws of CellStar Corporation. (3)
 
      5.1  Opinion of Haynes and Boone, L.L.P. with respect to validity of
           issuance of securities. (5)
 
     23.1  Consent of KPMG Peat Marwick LLP. (5)
 
     23.2  Consent of Haynes and Boone, L.L.P. (included in its opinion filed as
           Exhibit 5.1 to this Registration Statement). (5) 
 
     24.1  Power of Attorney (appearing on page II-6 of this Registration
           Statement). (5)

     99.1  CellStar Corporation 1993 Amended and Restated Long-Term Incentive
           Plan. (4)

     99.2  Nonqualified Stock Option Agreement, dated May 24, 1996, by and
           between the CellStar Corporation and Richard M. Gozia (5)
            
----------------------- 
(1) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
    for the fiscal year ended November 30, 1995, and incorporated herein by
    reference.
 
(2) Previously filed as an exhibit to the Company's Quarterly Report on Form 10-
    Q for the quarterly period ended August 31, 1995, and incorporated herein by
    reference.
     
(3) Previously filed as an exhibit to the Company's Quarterly Report on Form 10-
    Q for the quarterly period ended February 29, 1996, and incorporated herein
    by reference.
     
(4) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
    for the fiscal year ended November 30, 1996, and incorporated herein by
    reference.

(5) Filed herewith.