Filed by CellStar Corporation pursuant
                                          to Rule 425 under the Securities Act
                                          of 1933 and Rule 13e-4(c) under the
                                          Securities Exchange Act of 1934.
                                          Subject Company: CellStar Corporation
                                          Registration Statement No. 333-68892


                                                                     No. 2002-01

                CELLSTAR ANNOUNCES COMMENCEMENT OF EXCHANGE OFFER

          CARROLLTON, TEXAS, January, 14, 2002 - CellStar Corporation (NASDAQ:
CLST), a value-added wireless logistics services leader, today announced that it
began the exchange offer for its $150 million 5% Convertible Subordinated Notes.
For each $1,000 principal amount of Subordinated Notes tendered, holders would
receive
     .    (i)  $366.67 in cash and
     .    (ii) at each holder's election, one of the following options:

                    (a) $400.94 in principal amount of 12% Senior Subordinated
                        Notes due February 2007 (the "Senior Notes"), or
                    (b) $320.75 in 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 in principal amount of Senior Convertible Notes.

          Each $1,000 of Senior Convertible Note is convertible at the holder's
option into 1,000 shares of CellStar common stock. The Senior Convertible Notes
are mandatorily convertible at maturity. The offer represents aggregate
consideration of $115.1 million, or 76.8% of the $150 million principal amount
of the Subordinated Notes outstanding.

          CellStar has received non-binding indications from the three largest
holders of Subordinated Notes (Stark Investments, LP, Creedon Capital, and
Northwestern Mutual Life) that they will tender their Subordinated Notes in the
offer. As of December 21, these three institutions owned $110 million, or 73%,
of the Subordinated Notes outstanding. Stark Investments, LP, and Northwestern
Mutual Life have indicated that they will exchange their Subordinated Notes for
cash and Senior Convertible Notes. Creedon Capital has indicated that it will
exchange its Subordinated Notes for cash, Senior Notes and Senior Convertible
Notes. Consummation of the exchange offer will be conditioned on the tender of
at least 90% of the Subordinated Notes outstanding.

          The Company will seek stockholder approval for the exchange offer at
the annual stockholder meeting scheduled for February 12, 2002. In addition, at
the meeting the Company will seek stockholder approval to reduce the number of
issued and outstanding shares of Common Stock through a reverse split of the
Common Stock on a one-for-five basis. The reverse split will apply equally to
the new shares issuable under the Senior Convertible Notes and to currently
issued shares. The Company believes that completion of the reverse split will
permit CellStar to meet the minimum trading price requirement of the Nasdaq
National Market System, although there can be no guarantee that this requirement
will be satisfied. The reverse split would become effective after the closing of
the exchange offer.

          The exchange offer and withdrawal rights will expire at 5:00 p.m., New
York City time, on February 12, 2002, unless extended. The Company does not
currently intend to extend the exchange offer. Stockholders and noteholders are
strongly advised to read the tender offer statement and other related documents
CellStar filed with the Securities and Exchange Commission because they contain
important



information. Stockholders and noteholders may obtain a free copy of these
documents from CellStar or at the SEC's website, www.sec.gov.
                                                 -----------

          Copies of the exchange offer materials may be obtained from the
information agent, MacKenzie Partners, Inc., at 800/322-2885. For questions or
information regarding the exchange offer, please call Dresdner Kleinwort
Wasserstein, the dealer manager for the exchange offer, at 212/969-2744.

          CellStar Corporation is a leading global provider of distribution and
value-added logistics services to the wireless communications industry, with
operations in Asia-Pacific, North America, Latin America and Europe. CellStar
facilitates the effective and efficient distribution of handsets, related
accessories and other wireless products from leading manufacturers to network
operators, agents, resellers, dealers and retailers. In many of its markets,
CellStar provides activation services that generate new subscribers for its
wireless carrier customers. For the year ended November 30, 2000, the Company
generated revenues of $2.5 billion. Additional information about CellStar may be
found on its web site at www.cellstar.com.

Contact: Stephen P. Adams 972/466-5031