Prospectus Supplement No. 10                          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 and that certain Prospectus Supplement 
No. 9, dated August 5, 1998 (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 Securityholders and (i) the amount of Notes 
owned by the named Selling Securityholders (assuming no Notes have been sold 
since the dates on which such securityholders provided such information to 
the Company), (ii) the maximum amount of Notes which may be offered for the 
account of such Selling Securityholders under the Prospectus, as amended and 
supplemented, (iii) the amount of Common Stock owned by such Selling 
Securityholders (assuming no shares of Common Stock have been sold since the 
dates on which such securityholders provided such information to the Company) 
and (iv) the maximum amount of Common Stock which may be offered for the 
account of such Selling Securityholders under the Prospectus, as amended and 
supplemented.





                                   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)
- ---------------------------     ---------------        ---------------        ------------       ------------------
                                                                                     
Forest Alternative
Strategies Fund A5I                 $10,000                $10,000                 360                   360

Forest Alternative
Strategies Fund A5M                 $ 5,000                $ 5,000                 181                   181

Forest Alternative
Strategies Fund B-3                 $40,000                $40,000               1,445                 1,445

Forest Global
Convertible Fund
Series B1                           $35,000                $35,000               1,264                 1,264

Forest Greyhound                    $35,000                $35,000               1,264                 1,264

Forest Performance
Fund LP                             $90,000                $90,000               3,252                 3,252

LLT Limited (4)                     $ 5,000                $ 5,000                 181                   181


- ----------------
(1)  The information set forth herein is as of (a) January 28, 1999 for LLT
     Limited and (b) January 27, 1999 for each of the other Selling
     Securityholders.

(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.

(4)  Forest Investment Management L.P., the investment advisor for such Selling
     Securityholder, has the power to vote and dispose of such securities.


          The date of this Prospectus Supplement is February 11, 1999.