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.





                                   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)
- ----------------------------    ---------------        ---------------         ------------      ------------------
                                                                                     
Ashton J. Ryan, Jr.                 $25,000                 $25,000                 903                  903


- -------------
(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.