Prospectus Supplement No. 3                           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, and that certain 
Prospectus Supplement No. 2, dated March 18, 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.


                      Principal      
                      Amount of      Principal        Common           
                     Notes Owned     Amount of     Stock Owned     Common Stock
 Name of Selling      Prior to     Notes Offered     Prior to     Offered Hereby
Securityholder (1)    Offering         Hereby      Offering (2)         (3)
- - ------------------   -----------   -------------   ------------   --------------
                                                      
Bear, Stearns & 
  Co., Inc. (4)      $12,715,000    $12,715,000       229,782         229,782




(1)  The information set forth herein is as of March 26, 1998.

(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.

(4)  Bear, Stearns & Co., Inc. ("Bear") was an Initial Purchaser in the private
     placement of the Notes.  Mr. Sheldon I. Stein, a member of the Board of
     Directors of the Company, is a Senior Managing Director of Bear.  Bear has
     provided investment banking services to the Company in the past year, and
     it is anticipated that it will continue to provide such services in the
     current year.

     The date of this Prospectus Supplement is March 26, 1998.