<PAGE>
Prospectus Supplement No. 5 Registration No. 333-41753
to Prospectus dated February 11, 1998 Rule 424(b)(3)Prospectus
$150,000,000 5% CONVERTIBLE SUBORDINATED NOTES DUE 2002
AND
2,882,635 SHARES OF COMMON STOCK
CELLSTAR CORPORATION
This Prospectus Supplement supplements information contained in that
certain Prospectus of CellStar Corporation, a Delaware corporation (the
"Company"), dated February 11, 1998, as supplemented by that certain
Prospectus Supplement No. 1, dated February 20, 1998, that certain Prospectus
Supplement No. 2, dated March 18, 1998, that certain Prospectus Supplement
No. 3, dated March 26, 1998 and that certain Prospectus Supplement No. 4,
dated April 22, 1998 (as supplemented, the "Prospectus"), relating to the
offer and sale (the "Offering") by certain selling securityholders (the
"Selling Securityholders") of (i) up to $150,000,000 aggregate principal
amount of 5% Convertible Subordinated Notes due 2002 (the "Notes") of the
Company, (ii) up to 2,710,761 shares (subject to adjustment) of Common Stock,
par value $0.01 per share (the "Common Stock"), of the Company issuable upon
conversion of the Notes and (iii) up to 171,874 shares of Common Stock
currently held by a Selling Securityholder. This Prospectus Supplement is
not complete without, and may not be delivered or utilized except in
connection with, the Prospectus, including any amendments or supplements
thereto. Capitalized terms used but not defined herein have the meanings
assigned to such terms in the Prospectus.
The following table amends and supplements the information set forth in
the Prospectus in the table under the caption "Selling Securityholders" with
respect to the named Selling Securityholder and (i) the amount of Notes owned
by the named Selling Securityholder (assuming no Notes have been sold since
the date on which such securityholder provided such information to the
Company), (ii) the maximum amount of Notes which may be offered for the
account of such Selling Securityholder under the Prospectus, as amended and
supplemented, (iii) the amount of Common Stock owned by such Selling
Securityholder (assuming no shares of Common Stock have been sold since the
date on which such securityholder provided such information to the Company)
and (iv) the maximum amount of Common Stock which may be offered for the
account of such Selling Securityholder under the Prospectus, as amended and
supplemented.
<TABLE>
Principal Principal Common
Amount of Amount of Stock Owned Common Stock
Name of Selling Notes Owned Notes Offered Prior to Offered Hereby
Securityholder (1) Prior to Offering Hereby Offering (2) (3)
- ------------------ ----------------- ------ ------------ --------------
<S> <C> <C> <C> <C>
Susquehanna Capital Group $1,500,000 $1,500,000 27,107 27,107
</TABLE>
(1) The information set forth herein is as of April 22, 1998.
<PAGE>
(2) Includes the shares of Common Stock into which the Notes
held by such Selling Securityholder are convertible at the
initial conversion price. The conversion price and the
number of shares of Common Stock issuable upon conversion
of the Notes are subject to adjustment under certain
circumstances. See "Description of Notes -- Conversion of
Notes." Accordingly, the number of shares of Common Stock
issuable upon conversion of the Notes may increase or
decrease from time to time.
(3) Assumes conversion into Common Stock of the full amount of
Notes held by the Selling Securityholder at the initial
conversion price and the offering of such shares by such
Selling Securityholder pursuant to the Registration
Statement of which this Prospectus forms a part. The
conversion price and the number of shares of Common Stock
issuable upon conversion of the Notes are subject to
adjustment under certain circumstances. See "Description
of Notes -- Conversion of Notes." Accordingly, the number
of shares of Common Stock issuable upon conversion of the
Notes may increase or decrease from time to time.
Fractional shares will not be issued upon conversion of
the Notes; rather, cash will be paid in lieu of fractional
shares, if any.
The date of this Prospectus Supplement is May 4, 1998.
