8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 15, 2002

CELLSTAR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-22972	75-2479727
(State of incorporation)	(Commission file number)	(I.R.S. employer identification no.)

1730 Briercroft Court, Carrollton, Texas 75006

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code:

(972) 466-5000

Item 7.    Financial Statements and Exhibits.

(a)  Financial statements of businesses acquired.

Not applicable.

(b)  Pro forma financial information.

Not applicable.

(c)  Exhibits.

The following exhibits are furnished in accordance with the provisions of Item 601 of Regulation S-K:

Number	Description of Exhibit
99.1	Statement Under Oath of Principal Executive Officer dated as of October 15, 2002.
99.2	Statement Under Oath of Principal Financial Officer dated as of October 15, 2002.

Item 9.    Regulation FD Disclosure.

On October 15, 2002, each of the Principal Executive Officer, Terry S. Parker, and the Principal Financial Officer, Robert A. Kaiser, of CellStar Corporation submitted to the Securities and Exchange Commission sworn statements pursuant to the Securities and Exchange Commission order dated June 27, 2002, File No. 4-460.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CELLSTAR CORPORATION
By:	/s/    Elaine Flud Rodriguez
Name:	Elaine Flud Rodriguez
Title:	Sr. Vice President and General Counsel

Date:    October 15, 2002

2

EXHIBIT INDEX

Number	Description of Exhibit
99.1	Statement Under Oath of Principal Executive Officer dated as of October 15, 2002.
99.2	Statement Under Oath of Principal Financial Officer dated as of October 15, 2002.

3

EX-99.1

Exhibit 99.1

STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING

FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Terry S. Parker, state and attest that:

(1)  To the best of my knowledge, based upon a review of the covered reports of CellStar Corporation, and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)  I have reviewed the contents of this statement with the Company’s audit committee.

(3)  In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• the Annual Report on Form 10-K for the fiscal year ended November 30, 2001, filed with the Commission on February 28, 2002, of CellStar Corporation;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of CellStar Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

/s/    TERRY S. PARKER Terry S. Parker October 15, 2002	Subscribed and sworn to before me this 15 day of October 2002.
	/s/    SHELLY T. SHEETS Notary Public
	My Commission Expires: January 8, 2005

EX-99.2

Exhibit 99.2

STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING

FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGs

I, Robert A. Kaiser, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of CellStar Corporation, and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2) I have reviewed the contents of this statement with the Company’s audit committee.

(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• the Annual Report on Form 10-K for the fiscal year ended November 30, 2001, filed with the Commission on February 28, 2002, of CellStar Corporation;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of CellStar Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

/s/    Robert A. Kaiser Robert A. Kaiser October 15, 2002	Subscribed and sworn to before me this 15 day of October 2002.
	/s/    SHELLY T. SHEETS Notary Public
	My Commission Expires: January 8, 2005