<PAGE>
Prospectus Supplement No. 11 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, that certain Prospectus Supplement No. 4, dated
April 22, 1998, that certain Prospectus Supplement No. 5, dated May 4, 1998,
that certain Prospectus Supplement No. 6, dated May 13, 1998, that certain
Prospectus Supplement No. 7, dated June 24, 1998, that certain Prospectus
Supplement No. 8, dated July 20, 1998, that certain Prospectus Supplement No.
9, dated August 5, 1998 and that certain Prospectus Supplement No. 10, dated
February 19, 1999 (as supplemented, the "Prospectus"), relating to the offer
and sale (the "Offering") (i) by certain selling securityholders (the
"Selling Securityholders") of (a) up to $150,000,000 aggregate principal
amount of 5% Convertible Subordinated Notes due 2002 (the "Notes") of the
Company, and (b) 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 (ii) up to 171,874 shares of Common
Stock 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 dates 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
dates 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.
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<TABLE>
<CAPTION>
Principal Common
Amount of Notes Principal Stock Owned
Name of Selling Owned Prior to Amount of Notes Prior to Common Stock
Securityholder (1) Offering Offered Hereby Offering (2) Offered Hereby (3)
- ---------------------------- --------------- --------------- ------------ ------------------
<S> <C> <C> <C> <C>
Ashton J. Ryan, Jr. $25,000 $25,000 903 903
</TABLE>
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(1) The information set forth herein is as of February 16, 1999.
(2) Includes the shares of Common Stock into which the Notes held by such
Selling Securityholder are convertible at the current conversion price
of $27.67 principal amount of Notes per share of Common Stock. 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. The
conversion price was adjusted to $27.67 principal amount of Notes per
share of Common Stock from the initial conversion price of $55.335
principal amount of Notes per share of Common Stock to give effect to a
two-for-one stock split declared on the Common Stock (the "Stock
Split"). The Stock Split was made in the form of a dividend to those
holders of record of Common Stock on June 5, 1998. The adjustment to
the conversion price became effective immediately after the close of
business on June 5, 1998.
(3) Assumes conversion into Common Stock of the full amount of Notes held
by the Selling Securityholder at the current 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 March 19, 1999.
