EXHIBIT 99.3
                               Offer to Exchange

      Up to $150,000,000 Outstanding Aggregate Principal Amount of the 5%
               Convertible Subordinated Notes Due 2002 issued by

                             CELLSTAR CORPORATION

                                      for

  Up to an Aggregate of $55,000,000 in Cash, and up to $60,124,000 Aggregate
 Principal Amount of 12% Senior Subordinated Notes due February 2007 and up to
 $60,124,000 Aggregate Principal Amount of 5% Senior Subordinated Convertible
                            Notes due November 2002

The Exchange Offer will expire at 5:00 p.m., New York City time, on    , 2002,
 unless extended or earlier terminated. Tenders may be withdrawn prior to 5:00
               p.m., New York City time, on the expiration date.
                                                                January  , 2002

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

   We have been appointed by CellStar Corporation, a Delaware corporation
("CellStar"), to act as Dealer Manager in connection with CellStar's offer to
exchange (the "Exchange Offer") (i) $366.67 in cash and (ii) at your election,
either (a) $400.94 principal amount of 12% Senior Subordinated Notes due
February 2007 (the "Senior Notes") or (b) $320.75 principal amount of Senior
Notes and $80.19 principal amount of 5% Senior Subordinated Convertible Notes
due November 2002 (the "Senior Convertible Notes") or (c) $400.94 principal
amount of Senior Convertible Notes for each $1,000 principal amount of
CellStar's currently outstanding 5% Convertible Subordinated Notes due 2002
(CUSIP Nos. 150925AC9, 150925AB1, 150925AA3 and U12623AA9) (the "Existing
Subordinated Notes") upon the terms and conditions set forth in the Prospectus,
dated    , 2002, as may be supplemented or amended from time to time (the
"Prospectus") and the related Letter of Transmittal (the "Letter of
Transmittal"). Subject to the terms and conditions of the Exchange Offer,
CellStar will issue up to an aggregate of $55,000,000 in cash and up to
$60,124,000 aggregate principal amount of Senior Notes and $60,124,000
aggregate principal amount of Senior Convertible Notes for up to $150,000,000
aggregate principal amount of Existing Subordinated Notes, representing 100% of
the outstanding principal amount of the Existing Subordinated Notes, that are
properly tendered and not withdrawn prior to the expiration of the Exchange
Offer. CellStar will also pay accrued and unpaid interest up to the date of
acceptance on Existing Subordinated Notes CellStar accepts for exchange. The
Senior Notes and Senior Convertible Notes are sometimes referred to herein as
the "Exchange Notes."

   CellStar reserves the right to extend or terminate the Exchange Offer, and
to otherwise amend the Exchange Offer in any respect. The Exchange Offer is
open to all holders of Existing Subordinated Notes and is subject to customary
conditions. Subject to applicable securities laws and the terms set forth in
the Prospectus, as may be amended or supplemented from time to time, CellStar
reserves the right to waive any and all conditions to the Exchange Offer.

   For your information and for forwarding to your clients for whom you hold
Existing Subordinated Notes registered in your name or in the name of your
nominee, we are enclosing the following documents:

    1. The Prospectus;



    2. The Letter of Transmittal for your use in accepting the Exchange Offer
       and tendering Existing Subordinated Notes and for the information of
       your clients;

    3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer
       if (a) certificates for the Existing Subordinated Notes are not
       immediately available, (b) time will not permit the certificates for the
       Existing Subordinated Notes and all other required documents to reach
       The Bank of New York (the "Exchange Agent") before the expiration of the
       Exchange Offer, or (c) the procedures for book-entry transfer cannot be
       completed prior to the expiration of the Exchange Offer;

    4. A form of letter which may be sent to your clients for whose account you
       hold Existing Subordinated Notes registered in your name or the name of
       your nominee, with space provided for obtaining such clients'
       instructions with respect to the Exchange Offer;

    5. Guidelines for Certification of Taxpayer Identification Number on
       Substitute Form W-9; and

    6. A return envelope addressed to the Exchange Agent.

   Your prompt action is requested. The Exchange Offer will expire at 5:00
p.m., New York City time, on    , 2002 (as it may be extended, the "Expiration
Date"). CellStar, in its sole and absolute discretion, may extend the Exchange
Offer.

   Upon the terms and conditions of the Exchange Offer, CellStar will accept
for exchange any Existing Subordinated Notes which are validly tendered and not
properly withdrawn prior to the Expiration Date when, as and if CellStar has
given oral or written notice of acceptance to the Exchange Agent. In all cases,
the issuance of the Exchange Notes and payment of cash in exchange for Existing
Subordinated Notes exchanged pursuant to the Exchange Offer will be made only
after timely receipt by the Exchange Agent of:

    .  the certificates evidencing such Existing Subordinated Notes or a
       book-entry confirmation of transfer of the Existing Subordinated Notes
       into the Exchange Agent's account at The Depository Trust Company;

    .  properly completed and duly executed Letter of Transmittal, with any
       required signature guarantees, or, in the case of a book-entry transfer,
       either a properly completed and duly executed Letter of Transmittal or
       an Agent's Message (as defined below); and

    .  any other documents required by the Letter of Transmittal.

   The term "Agent's Message" means a message, transmitted by The Depository
Trust Company and received by the Exchange Agent and forming a part of the
Book-Entry Confirmation, which states that The Depository Trust Company has
received an express acknowledgment from the tendering holder of Existing
Subordinated Notes that the holder has received and has agreed to be bound by
the Letter of Transmittal.

   If a registered holder of Existing Subordinated Notes wishes to tender
Existing Subordinated Notes in the Exchange Offer and time will not permit the
Letter of Transmittal, certificates representing such Existing Subordinated
Notes and all other required documents to reach the Exchange Agent before the
Expiration Date, or the procedure for book-entry transfer cannot be completed
before the Expiration Date, a tender of Existing Subordinated Notes may be
effected by following the Guaranteed Delivery Procedures described in the
Prospectus under the title "The Exchange Offer--Guaranteed Delivery Procedures."

   CellStar will not make any payments to brokers, dealers or other persons
(other than MacKenzie Partners, Inc., as described in the Prospectus) for
soliciting tenders of Existing Subordinated Notes pursuant to the Exchange
Offer. CellStar will, however, upon request, reimburse brokers, dealers,
commercial banks, trust companies and other nominees for reasonable and
necessary costs and expenses incurred by them in forwarding the enclosed
materials to the beneficial owners of Existing Subordinated Notes held by them
as nominee or in a fiduciary capacity. CellStar will pay or cause to be paid
all stock transfer taxes applicable to the exchange of Existing Subordinated
Notes in the Exchange Offer, except as set forth in the Letter of Transmittal.



   Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to The Bank
of New York, the Exchange Agent for the Exchange Offer, at one of the addresses
and telephone number set forth on the front of the Letter of Transmittal or
MacKenzie Partners, Inc., the Information Agent for the Exchange Offer, at the
address and telephone numbers set forth in the Prospectus.

                                          Very truly yours,

                                          DRESDNER KLEINWORT WASSERSTEIN, INC.

   NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU OR ANY PERSON
AS AN AGENT OF CELLSTAR, THE DEALER MANAGER, THE INFORMATION AGENT OR THE
EXCHANGE AGENT, OR OF ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE
IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures