<PAGE>

================================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                        ------------------------------

                                  FORM 10-K/A

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
                                      OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

        For the Fiscal Year                   Commission File Number
      Ended November 30, 2000                        0-22972

                        ------------------------------

                             CELLSTAR CORPORATION
            (Exact name of registrant as specified in its charter)

                        ------------------------------

       Delaware                                          75-2479727
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                             1730 Briercroft Court
                            Carrollton, Texas 75006
                           Telephone (972) 466-5000
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

                        ------------------------------

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

                    Common Stock, par value $0.01 per share
                               (Title of Class)

                  Rights to Purchase Series A Preferred Stock
                               (Title of Class)

   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   Yes [X]   No [ ]

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

   On February 23, 2001, the aggregate market value of the voting stock held by
nonaffiliates of the Company was approximately $44,785,675, based on the closing
sale price of $1.12 as reported by the NASDAQ/NMS. (For purposes of
determination of the above stated amount, only directors, executive officers and
10% or greater stockholders have been deemed affiliates).

   On February 23, 2001, there were 60,142,221 outstanding shares of Common
Stock, $0.01 par value per share.

                   DOCUMENTS INCORPORATED BY REFERENCE: None

================================================================================

<PAGE>

                             CELLSTAR CORPORATION

                             INDEX TO FORM 10-K/A

   CellStar Corporation (the "Company" or "CellStar") hereby amends and
restates in their entirety each of the following items of the Company's Annual
Report on Form 10-K for the fiscal year ended November 30, 2000 filed with the
Securities and Exchange Commission on February 28, 2001.

ITEM                                                                      PAGE
 NO.                                                                       NO.
----                                                                      ----
                                   PART III

10.     Directors and Executive Officers of the Registrant................   2
11.     Executive Compensation............................................   4
12.     Security Ownership of Certain Beneficial Owners and Management....  12
13.     Certain Relationships and Related Transactions....................  13


                                   PART III

Item 10. Directors and Executive Officers of the Registrant

   See Item 1 of the Company's Annual Report on Form 10-K, filed with the
Securities and Exchange Commission on February 28, 2001, "Business - Executive
Officers of the Registrant" for information concerning executive officers.

   The Company's Board of Directors consists of six directors. On March 10,
2000, Sheldon I. Stein, a Class I director, resigned from the Company's Board of
Directors. Each director has been elected to serve for a specified term or until
his successor has been elected and qualified.

   The following is a description of the principal occupations and other
employment during the past five years and their directorships in certain
companies of the directors of the Company:

   James L. Johnson, 73, whose term expires at the 2003 Annual Meeting of
Stockholders, has served as a director of the Company since March 1994. Mr.
Johnson has been Chairman Emeritus of GTE Corporation since May 1992 and served
as GTE's Chairman and Chief Executive Officer from April 1988 to April 1992. Mr.
Johnson began his career with Southwestern Associated Telephone Company (the
predecessor company of GTE Central) in 1949. He was a member of GTE's Board of
Directors from 1985 to May 1999. He is currently a director of Harte Hanks
Communications, Inc., M.O.N.Y (Mutual of New York, Inc.), Walter Industries
Incorporated and Finova Group Incorporated (formerly GFC Financial). Mr. Johnson
is also past Chairman of the United States Telephone Association. Mr. Johnson
presently serves on the Audit, Nominating and Compensation Committees of
CellStar's Board of Directors.

                                       2
<PAGE>

   J.L. Jackson, 69, whose term expires at the 2003 Annual Meeting of
Stockholders, has served as a director of the Company since March 1999. Mr.
Jackson is the former Chairman and Chief Executive Officer of Global Industrial
Technologies, Inc. (formerly, INDRESCO), where he served in that capacity from
1993 to 1998. Prior to joining Global Industrial Technologies, Mr. Jackson was
engaged in private executive business consulting from 1987 to 1993. From 1983 to
1987, Mr. Jackson served as a Director and as the President and Chief Operating
Officer of Diamond Shamrock Corporation and was Executive Vice President of
Diamond Shamrock and President of its then newly formed coal unit from 1979 to
1983. Mr. Jackson has served on numerous boards, including the Fourth District
Federal Reserve Bank of Cleveland, First Republic Bank, American Federal Bank,
Hadsen Energy Resources and National Gypsum Company. Mr. Jackson presently
serves as Chairman of the Nominating and Compensation Committees of CellStar's
Board of Directors and also serves on the Audit Committee of CellStar's Board of
Directors.

   Jere W. Thompson, 69, whose term expires at the 2003 Annual Meeting of
Stockholders, has served as a director of the Company since October 1999. Mr.
Thompson is the former President and Chief Executive Officer of The Southland
Corporation, where he served in that capacity from 1986 to 1991. Mr. Thompson
joined Southland in 1954 and was made Vice President of store operations in
1962. He became Southland's President in 1973 and was elected to Southland's
board of directors in 1961. Mr. Thompson was engaged in private business
consulting from 1991 to 1996 when he became the President of The Williamsburg
Corporation. Mr. Thompson serves on the board of directors and is the former
Chairman of The National Center for Policy Analysis. He is also a member and
former Chairman of The Development Board and the College and Graduate School of
Business Foundation Advisory Council for The University of Texas at Austin. Mr.
Thompson currently serves on the Compensation Committee of CellStar's Board of
Directors.

   Alan H. Goldfield, 57, whose term expires at the 2001 Annual Meeting of
Stockholders, is a founder of the Company and has been the Chairman of the Board
and Chief Executive Officer of the Company since its formation. Mr. Goldfield
served as President of the Company from its formation until March 1995, and from
August 1996 until December 1996. Mr. Goldfield serves as an officer and director
of the Company pursuant to his employment agreement. See "Executive
Compensation--Employment Contracts and Termination of Employment and Change in
Control Arrangements."

   Terry S. Parker, 56, whose term expires at the 2001 Annual Meeting of
Stockholders, has served as a director of the Company since March 1995 and
served as President and Chief Operating Officer of the Company from March 1995
through July 1996. Mr. Parker served as Senior Vice President of GTE Corporation
and President of GTE's Personal Communications Services, GTE's wireless
division, from October 1993 until he joined the Company. From 1991 to 1993, Mr.
Parker served as President of GTE Telecommunications Products and Services.
Prior to 1991, Mr. Parker served as President of GTE Mobile Communications. Mr.
Parker has served on the Board of Directors for Nucentrix Corporation since
April 1988. In addition, Mr. Parker has served on the Board of Directors of
Telenetics Corporation from May 2000 until March 2001, and as the President and
Chief Executive Officer of Telenetics from September 2000 until March 2001. Mr.
Parker served on the Audit Committee of CellStar's Board of Directors until
January 21, 2000, when the CellStar Board of Directors restructured the
composition and duties of the Audit Committee.

   Dale V. Kesler, 62, whose term expires at the 2002 Annual Meeting of
Stockholders, has served as a director of the Company since March 1999. Mr.
Kesler retired as an active partner of the professional accounting firm of
Arthur Andersen LLP in 1996 and served as the Managing Partner of Arthur
Andersen's Dallas/Fort Worth office from 1983 to 1994. Mr. Kesler was
responsible for strategic planning on a world wide

                                       3
<PAGE>

basis for the Audit and Business Advisory practices of Arthur Andersen in 1982
and 1983 and served as the head of the Audit Practice in the firm's Dallas
office from 1973 to 1982. Mr. Kesler also serves on the Boards of Elcor
Corporation, New Millennium Homes, Resource Services, Inc., Triad Hospitals,
Inc. and Compass Bank--Dallas. Mr. Kesler currently serves on the Audit and
Nominating Committees of CellStar's Board of Directors. Mr. Kesler served on the
Compensation Committee of CellStar's Board of Directors from March 1999 until
January 21, 2000.

Section 16(a) Beneficial Ownership Reporting Compliance

   Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file initial reports of
ownership and reports of changes in ownership with the Securities and Exchange
Commission. Such persons are required by regulations of the Securities and
Exchange Commission to furnish the Company with copies of all Section 16(a)
reports that they file.

   To the Company's knowledge, based solely on its review of the copies of such
reports received by it with respect to fiscal year end November 30, 2000, or
written representations from certain reporting persons, all of the Company's
directors, officers and holders of more than 10% of a registered class of the
Company's equity securities have, with respect to fiscal year end November 30,
2000, timely filed all reports required by Section 16(a) of the Securities
Exchange Act of 1934.

Item 11. Executive Compensation

Summary Compensation Table

   The following table sets forth information concerning the compensation of the
Company's Chief Executive Officer, each of the other four most highly
compensated executive officers of the Company who were serving as such on
November 30, 2000 and two former highly compensated executive officers (based on
salary and bonus earned during fiscal year end November 30, 2000) (collectively,
the "Named Executive Officers").

<TABLE>
<CAPTION>
                                                                                                Long Term
                                                            Annual Compensation             Compensation Awards
                                                      -------------------------------   ---------------------------
                                                                                        Restricted      Securities
                                                                          Other Annual     Stock         Underlying     All Other
                                                       Salary     Bonus   Compensation    Award(s)      Options/SARs  Compensation
Name and Principal Position                 Year        ($)        ($)        ($)           ($)           (#)(1)(2)       ($)
---------------------------------------  ---------    -------   ------   ------------   ----------      -----------  --------------
<S>                                      <C>          <C>       <C>      <C>            <C>             <C>          <C>
Alan H. Goldfield......................       2000    850,000       --             --           --          100,000       50,975(3)
   Chairman of the Board                      1999    850,000       --             --           --               --       26,434(3)
   and Chief Executive Officer                1998    850,000       --             --           --          200,000       26,434(3)

A.S. Horng.............................       2000    800,103   66,675             --           --          457,414           --
   Chairman, Chief Executive                  1999    796,897   66,162         25,388(4)        --          100,000           --
   Officer and General Manager                1998    795,487       --         34,620(4)        --          200,000           --
   of CellStar (Asia) Corporation Ltd.

Dale H. Allardyce......................       2000    400,000       --        172,674(5)        --               --       21,813(3)
   President and Chief Operating              1999(6)  17,375       --             --           --               --           --
   Officer                                    1998(7)      --       --             --           --               --           --

Austin P. Young........................       2000    350,000       --             --           --               --        6,912(3)
   Senior Vice President,                     1999(8)  24,006       --             --           --               --           --
   Chief Financial Officer                    1998(7)      --       --             --           --               --           --
   and Treasurer
</TABLE>

                                       4
<PAGE>

<TABLE>
<S>                                          <C>      <C>       <C>      <C>            <C>             <C>          <C>

Daniel T. Bogar............................   2000(9)  327,851       --             --           --          154,627          --
   Senior Vice President--                    1999     300,000       --             --           --               --          --
   Americas Region                            1998     295,000       --             --           --               --          --

Timothy L. Maretti.........................   2000(9)  244,941       --             --           --           19,280     130,769(10)
   Senior Vice President--                    1999     300,000       --             --           --               --          --
   Brazilian Region                           1998     295,000       --             --           --               --          --

Lawrence King..............................   2000     360,000   30,000             --           --           43,136       1,826(3)
   President and Chief Operating Officer--    1999     310,000   30,000             --           --               --       1,826(3)
   CellStar (Asia) Corporation Limited        1998     240,000   40,000             --           --               --          --
</TABLE>
--------------------------------------
(1)  Reflects options to acquire shares of Common Stock. The Company has not
     granted stock appreciation rights.
(2)  All figures in this column reflect an adjustment for the Company's two-for-
     one Common Stock split that was effected in the form of a stock dividend in
     June 1998.
(3)  Consists of life insurance premiums paid by the Company.
(4)  Represents amounts paid or reimbursed by the Company to Mr. Horng as an
     annual housing allowance. See "--Employment Contracts and Termination of
     Employment and Change in Control Arrangements."
(5)  Consists of relocation expenses paid or reimbursed by the Company.
(6)  Mr. Allardyce became the Company's President and Chief Operating Officer in
     November 1999.
(7)  In accordance with Item 402 of Regulation S-K promulgated under the
     Securities Exchange Act of 1934, as amended, no information is included for
     fiscal years during which the Named Executive Officer did not serve as an
     executive officer of the Company.
(8)  Mr. Young became the Company's Senior Vice President, Chief Financial
     Officer and Treasurer in November 1999.
(9)  Mr. Bogar and Mr. Maretti resigned from the Company in July 2000.
(10) Consists of severance payments paid by the Company to Mr. Maretti.

Option Grants During 2000 Fiscal Year

   The following table provides information related to options granted to the
Named Executive Officers during fiscal year end November 30, 2000.

<TABLE>
<CAPTION>
                                                                                                Potential Realizable Value
                                                                                                  at Assumed Annual Rates
                                                                                               of Stock Price Appreciation
                                                 Individual Grants                                  for Option Term(1)
                             --------------------------------------------------------------    ---------------------------
                               Number of       % of Total
                               Securities     Options/SARs    Exercise
                               Underlying      Granted to     of Base
                              Options/SARs    Employees in     Price
Name                          Granted(#)(2)    Fiscal Year   ($/Sh)(3)    Expiration Date          5% ($)        10% ($)
---------------------------  ---------------  ------------  ----------- -------------------    ------------   ------------
<S>                          <C>              <C>           <C>         <C>                    <C>            <C>
Alan H. Goldfield.........           100,000           6.6        9.875  January 20, 2010        620,818.44   1,573,151.94
A.S. Horng................           451,414          29.8        9.875  January 20, 2010      2,802,461.36   7,101,428.12
Dale H. Allardyce(4)......                --            --           --                --                --             --
Austin P. Young(4)........                --            --           --                --                --             --
Daniel T. Bogar(5)........           154,627          10.2        9.875  January 20, 2010        959,952.94   2,432,517.66
Timothy L. Maretti(5).....            19,280           1.3        9.875  January 20, 2010        119,693.80     303,303.69
Lawrence King.............            43,136           2.8        9.875  January 20, 2010        267,796.24     678,594.82
</TABLE>

                                       5
<PAGE>
-----------------------
(1) The potential realizable value portion of the table illustrates value that
    might be realized upon exercise of the options immediately prior to the
    expiration of their term, assuming the specified compounded rates of
    appreciation on the Company's Common Stock over the term of the options.
    These numbers do not take into account provisions of certain options
    providing for termination of the option following termination of employment,
    nontransferability or vesting over periods of up to ten years.
(2) Reflects options to acquire shares of Common Stock. The Company has not
    granted stock appreciation rights. The options become exercisable with
    respect to 25% of the shares covered thereby on each of the first four
    anniversaries of the date of grant. In the event of a "change of control"
    (as defined in the 1993 Amended and Restated Long-Term Incentive Plan (the
    "1993 Plan")) of the Company, any unexercisable portion of the options will
    become immediately exercisable.
(3) The exercise price is equal to the fair market value of the Common Stock on
    the date of grant. The option exercise price may be paid as follows: (a) in
    cash or by certified check, bank draft or money order payable to the order
    of the Company; (b) with Common Stock (including restricted stock), valued
    at its fair market value on the date of exercise; (c) by delivery to the
    Company or its designated agent of an executed irrevocable option exercise
    form together with irrevocable instructions from the optionee to a broker or
    dealer, reasonably acceptable to the Company, to sell certain of the shares
    of Common Stock purchased upon exercise of the stock option or to pledge
    such shares as collateral for a loan and promptly deliver to the Company the
    amount of sale or loan proceeds necessary to pay such purchase price; and/or
    (d) in any other form of valid consideration that is acceptable to the
    Compensation Committee in its sole discretion.
(4) Each of Messrs. Allardyce and Young joined the Company in November 1999 and
    received options to acquire 200,000 and 150,000 shares of the Company's
    Common Stock, respectively.
(5) Each of Messrs. Bogar and Maretti resigned their respective positions with
    the Company in July 2000.


Option Exercises During 2000 Fiscal Year and Fiscal Year End Option Values

   The following table provides information related to options exercised by
the Named Executive Officers during the fiscal year ended November 30, 2000 and
the number and value of options held at fiscal year end. The Company does not
have any outstanding stock appreciation rights.

<TABLE>
<CAPTION>
                                                     Number of Securities          Value of Unexercised
                                                     Underlying Unexercised           In-the-Money
                             Shares        Value   Options/SARs at FY-End (#)  Options/SARs at FY-End ($)(1)
                           Acquired on   Realized  --------------------------  -----------------------------
Name                       Exercise (#)   ($)(2)   Exercisable  Unexercisable   Exercisable    Unexercisable
-------------------------  -----------   --------  -----------  -------------  ------------    -------------
<S>                        <C>           <C>       <C>          <C>            <C>          <C>
Alan H. Goldfield........           --         --           --        925,000           --             --
A.S. Horng...............           --         --           --        517,854           --             --
Dale H. Allardyce(3).....           --         --           --         50,000           --             --
Austin P. Young(3).......           --         --           --         37,500           --             --
Daniel T. Bogar(4).......           --         --           --             --(5)        --             --
Timothy L. Maretti(4)....           --         --           --             --(5)        --             --
Lawrence King............           --         --           --        213,284           --             --
</TABLE>
----------------------------
(1) The closing price for the Company's Common Stock as reported by the
    NASDAQ/National Market System on November 30, 2000 (the last trading day of
    fiscal 2000) was $1.656. Value is calculated on the basis of the difference
    between the option exercise price and $1.656 multiplied by the number of
    shares of Common Stock underlying the option.

                                       6
<PAGE>

(2) Value is calculated based on the difference between the option exercise
    price and the closing market price of the Common Stock on the date of
    exercise multiplied by the number of shares to which the exercise related.
(3) Each of Messrs. Allardyce and Young joined the Company in November 1999 and
    received options to acquire 200,000 and 150,000 shares of the Company's
    Common Stock, respectively.
(4) Each of Messrs. Bogar and Maretti resigned their respective positions with
    the Company in July 2000.
(5) Pursuant to the 1993 Plan, all options granted to Messrs. Bogar and Maretti
    expired as of August 20, 2000 and August 5, 2000, respectively, which was
    the 30th day following the date of their respective resignations.

Compensation of Directors

   During the fiscal year ended November 30, 2000, each director of the Company
who was not an officer or other employee of the Company (an "Independent
Director") received an annual retainer fee of $25,000, plus $1,500 for each
meeting of the Board of Directors or committee of the Board of Directors that he
attended and $750 for each telephonic Board of Directors or committee meeting
attended. In addition, to the extent that any committee meeting is held on the
same day as a full Board of Directors meeting or another committee meeting, only
one $1,500 or $750 fee (as applicable) will be paid. Beginning in January 2000,
the Company began paying a per diem fee of $1,500 to each Independent Director
for each day such director performs additional services for the Company at the
request of the Chief Executive Officer.

   Pursuant to the 1994 Amended and Restated Non-Employee Director Nonqualified
Stock Option Plan (the "Directors' Plan"), each Independent Director
automatically receives an option (the "Initial Option") to purchase 7,500 shares
of Common Stock upon becoming an Independent Director. Also beginning in fiscal
1998, in addition to the Initial Option, each Independent Director receives an
annual grant pursuant to the 1993 Plan of an option (the "Annual Option") to
purchase 5,000 shares of Common Stock, which option will be automatically
granted on the date of the first full Board of Directors meeting following the
end of each fiscal year. The Annual Option will vest with respect to 25% of the
shares covered thereby on each anniversary of the date of grant and will expire
ten years following the date of grant. The exercise price of all options granted
to Independent Directors must be equal to the fair market value of the Company's
Common Stock on the date of grant.

   Directors who are also employees of the Company receive no additional
compensation for serving as directors. All directors of the Company are entitled
to reimbursement of their reasonable out-of-pocket expenses in connection with
their travel to, and attendance at, meetings of the Board of Directors or
committees thereof.

Employment Contracts and Termination of Employment and Change in Control
Arrangements

   The Company has entered into employment agreements (collectively, the
"Employment Agreements" or individually, an "Employment Agreement") with Mr.
Goldfield, Mr. Horng, Mr. Allardyce, Mr. Young and Mr. King (collectively, the
"Executives" and individually, an "Executive"), effective December 1, 1994,
January 22, 1998, November 12, 1999, November 5, 1999 and February 2, 1998,
respectively. The Employment Agreements of Messrs. Goldfield, Horng, Allardyce,
Young and King provide for annual base salaries of $850,000, $800,000, $400,000,
$350,000 and $240,000, respectively, subject to increase by the Compensation
Committee of the Board of Directors. Each of the Employment Agreements also
provides that the Executive is eligible to receive an annual bonus.

                                       7
<PAGE>

   The Company is obligated under the Employment Agreements to provide to
Messrs. Goldfield, Horng and King (i) life insurance policies with face amounts
of $5,000,000, $4,000,000 and $1,200,000, respectively, and (ii) disability
insurance policies with annual disability benefits of $640,000, $300,000 and
$192,000, respectively, until attainment of age 65. In addition, the Company is
obligated to pay or reimburse each Executive for all medical and dental expenses
incurred by him or his spouse or dependents. The Company has in place insurance
to cover a portion of such expenses. Messrs. Allardyce and Young are eligible to
participate in the life, health and disability insurance programs customarily
made available to executives of the Company.

   Mr. Goldfield's Employment Agreement expires on the fifth anniversary of
the date on which the Board of Directors notifies Mr. Goldfield that it has
determined to fix the expiration date of the Employment Agreement. The
Employment Agreements of Messrs. Horng, Allardyce, Young and King have terms of
five years, four years, four years and three years, respectively. Mr. King
continues to serve under his Employment Agreement while Mr. King and the Company
negotiate and finalize a new Employment Agreement. All of the Employment
Agreements are subject to earlier termination as follows: (i) by the Company (a)
due to the disability of the Executive, (b) for "cause" or (c) "without cause";
or (ii) by the Executive (a) upon a material breach by the Company of the
Employment Agreement ("Company Breach"), (b) within twelve months of a "change
in control" or (c) without "good reason" (i.e., for any reason other than
Company Breach). If Mr. Goldfield terminates his employment due to Company
Breach or if he is terminated by the Company "without cause," he will be
entitled to receive his accrued but unpaid base salary and annual incentive
payments through the date of termination plus five times the sum of (a) his base
salary plus (b) the average of his annual incentive payments for the preceding
two years. If any of Messrs. Horng, Allardyce, Young or King terminates his
employment due to Company Breach or if any of them is terminated by the Company
"without cause," he will be entitled to receive his accrued but unpaid base
salary and annual incentive payments through the date of termination plus an
amount equal to the product of (i)(a) his base salary plus (b) the average of
his annual incentive payments for the preceding two years (one year for Mr.
Horng) divided by 365 and multiplied by (ii) the number of days remaining in the
term of his Employment Agreement. In the event of termination of employment
after a "change in control," each of the Executives will be entitled to receive
an amount equal to $100 less than three times his "annualized includable
compensation," which is the maximum payment permitted by the Internal Revenue
Code that does not constitute an "excess parachute payment."

   Under the Employment Agreements, a termination will be deemed to be "without
cause" if it is for any reason other than due to the disability of the Executive
or for "cause." Under the Employment Agreements for Messrs. Goldfield, Horng and
King, a termination will generally be considered to be for "cause" if it is due
to the Executive's (i) willful gross misconduct, (ii) conviction of a felony,
(iii) gross incompetence, (iv) willful failure to follow the directives of the
Board of Directors, or (v) any other material breach of his Employment Agreement
that is not cured within sixty (60) days after receipt of written notice from
the Company specifying the breach. Under the Employment Agreements for Messrs.
Allardyce and Young, a termination will generally be considered to be for
"cause," as determined by the Board of Directors in the exercise of good faith,
if it is due to the Executive's (i) willful failure to perform his duties, (ii)
misconduct that causes or is likely to cause material economic harm to, or
material discredit to the reputation of, the Company or its affiliated entities,
(iii) failure to follow the directions of senior management or the Board of
Directors of the Company, (iv) conviction or a plea of nolo contendre of a
felony involving moral turpitude or the entry of an order by any federal or
state regulatory agency prohibiting the Executive from participating in the
affairs of the Company, or (v) any other material breach of his Employment
Agreement that is not cured within sixty (60) days after receipt of written
notice from the Company specifying the breach.

                                       8
<PAGE>

   For purposes of the Employment Agreements, a "change in control" will be
deemed to occur upon the occurrence of any of the following: (1) any
consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of the Company's
Common Stock would be converted into cash, securities or other property, other
than a merger of the Company in which the holders of the Company's Common Stock
immediately prior to the merger have the same proportionate ownership of common
stock of the surviving corporation immediately after the merger; (2) any sale,
lease, exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all of the assets of the Company; (3) any
approval by the stockholders of the Company of any plan or proposal for the
liquidation or dissolution of the Company; (4) the cessation of control (by
virtue of their not constituting a majority of directors) of the Company's Board
of Directors by the Continuing Directors (as defined); (5) the acquisition of
beneficial ownership of 15% of the voting power of the Company's outstanding
voting securities by any person or group who beneficially owned less than 10% of
such voting power on the date of the Employment Agreement or the acquisition of
beneficial ownership of an additional 5% of the voting power of the Company's
outstanding voting securities by any person or group who beneficially owned at
least 10% of such voting power on the date of the Employment Agreement, in each
case subject to certain exceptions; or (6) subject to applicable law, in a
Chapter 11 bankruptcy proceeding, the appointment of a trustee or the conversion
of a case involving the Company to a case under Chapter 7 of the United States
Bankruptcy Code. In addition, the Employment Agreements of Messrs. Horng,
Allardyce and Young each provide that a "change in control" will be deemed to
occur (subject to certain exceptions) upon the execution by the Company and a
stockholder of a contract that by its terms grants such stockholder (in its, his
or her capacity as a stockholder) or such stockholder's affiliate, including,
without limitation, such stockholder's nominee to the Board of Directors (in
its, his or her capacity as an affiliate of such stockholder), the right to veto
or block decisions or actions of the Board of Directors.

   The Employment Agreements also provide that the Executives will be
indemnified by the Company to the fullest extent permitted by law. The rights of
Messrs. Goldfield and Horng to indemnification are protected by their respective
rights to require the Company to establish and fund a trust for their
indemnification after a change in control or a potential change in control. The
Employment Agreements of all Executives include non-competition and
confidentiality provisions.

Report of the Compensation Committee of the Board of Directors on Executive
Compensation

   General. Subject to existing contractual obligations, the Compensation
Committee of the Board of Directors is primarily responsible for the Company's
executive compensation policies and practices, and administers executive awards
under the Company's 1993 Plan and the Amended and Restated Annual Incentive
Compensation Plan (the "Incentive Plan"). The Compensation Committee is
currently composed of Messrs. J.L. Jackson (Chairman), James L. Johnson and Jere
W. Thompson. Mr. Kesler served on the Compensation Committee from March 1999
until January 21, 2000.

   Compensation Philosophy. The Company's executive compensation philosophy
reflects its belief that the compensation of executives (i) should be linked to
achievement of the Company's business and strategic goals; (ii) should be
aligned with the interests of stockholders through awards of stock options and
other stock-based compensation; (iii) should recognize individual contributions,
as well as overall business results; and (iv) should have the ultimate result of
attracting, motivating and retaining highly-talented executives for the Company.
To achieve these objectives, the Company's current compensation program consists
of the following elements:

                                       9
<PAGE>

   .  Base salary

   .  Annual incentive compensation, the receipt of which is based on (i) the
      financial performance of the Company and its divisions from year to year
      and/or (ii) significant individual contributions

   .  Long-term incentive compensation, primarily in the form of stock options

   Chief Executive Officer's Fiscal 2000 Compensation. The structure of Mr.
Goldfield's fiscal 2000 compensation was based in large part on the
recommendations of an outside consulting firm hired by the Company. In
accordance with such recommendations, the Company entered into an employment
agreement with Mr. Goldfield, effective December 1, 1994. Such agreement
provides for an annual base salary of $850,000 or such greater amount as may be
approved by the Compensation Committee. In addition, such agreement provides
that Mr. Goldfield is eligible for an annual bonus pursuant to an incentive plan
approved by the Compensation Committee. Mr. Goldfield's base salary has not been
raised from the $850,000 amount provided for in 1994; however, during fiscal
2000, Mr. Goldfield was eligible to receive a cash bonus under the Incentive
Plan of up to 100% of his base salary (the "Maximum Bonus"), subject to
achievement by the Company of an earnings threshold specified by the
Compensation Committee. The percentage of the Maximum Bonus that Mr. Goldfield
was eligible to receive was based on a range of earnings per share targets
established by the Compensation Committee. Because the Company did not achieve
the specified earnings per share target, Mr. Goldfield did not receive a bonus
in fiscal 2000. Thus, a significant percentage of Mr. Goldfield's fiscal 2000
compensation was tied to performance of the Company. The Compensation Committee
believes that the structure of Mr. Goldfield's compensation, with its strong
emphasis on Company performance, is in the best interests of the Company's
stockholders because it more closely aligns the interests of Mr. Goldfield and
the Company's stockholders. Mr. Goldfield was awarded a grant of 100,000 options
under the 1993 Plan in January 2000.

   In fiscal 1999, the Company commissioned a new compensation survey to
review its compensation practices in light of the practices of certain of its
competitors and industry peers. The report, delivered in January 2000, confirmed
that the range of cash compensation, bonus awards and option grants to
executives and managers of the Company are competitive and that the thresholds
and performance targets set by management of the Company are generally
consistent with those of its peers and competitors.

   Compensation of Other Executive Officers. In the fiscal year ended November
30, 2000, the compensation package received by the other executives of the
Company consisted of base salary, stock options and bonus awards. Each element
is consistent with the compensation philosophy set forth above, and the
determinations of the Compensation Committee regarding the appropriate form and
level of executive compensation were based in part on the recommendations of
management. Such recommendations reflected each individual's level of
responsibility and experience and the assessment by the Compensation Committee
of the individual's contribution to the success of the Company's business.

   The Compensation Committee continues to place its emphasis on compensation
that would more closely align the executives' interests with the stockholders'
interests. Therefore, as with the Chief Executive Officer, a significant
percentage of each executive's total compensation opportunity was tied to
performance of the Company and individual achievement through bonus eligibility,
based on a combination of (i) individual performance and (ii) Company
performance, and stock option awards.

                                       10
<PAGE>

   Subject to achievement by the Company of an earnings threshold specified by
the Compensation Committee, certain of the Company's executives are eligible to
receive incentive bonuses under the Incentive Plan ranging from 33% to 100% of
their base salaries. The percentage of the bonus amount awarded is based in part
on a range of targets established by the Compensation Committee involving the
Company's earnings per share, return on capital employed and operating income
generated.

   In granting stock options to the Company's executives, the Compensation
Committee, with the input of management, considered each executive's current and
future ability to impact achievement of strategic goals and objectives, as well
as internal equity within the executive's peer group. The Compensation Committee
believes this emphasis on equity compensation is in the best interests of the
Company's stockholders because it more closely aligns the interests of the
executives and the Company's stockholders for both near and long-term. All
options granted during fiscal 2000 to the Company's executives were granted at
the fair market value on the date of grant. All of such options vest at a rate
of 25% per year, beginning on the first anniversary of the date of grant. See
"Executive Compensation--Option Grants During Fiscal 2000." Therefore, an
executive will receive full benefits from the option grant only if the Company's
stock price appreciates and only if the executive remains with the Company for
the full term of vesting.

   Internal Revenue Code Section 162(m). In August 1993, as part of the
Omnibus Budget Reconciliation Act of 1993, Section 162(m) of the Internal
Revenue Code (the "Code") was enacted, which section provides for an annual one
million dollar limitation (the "Deduction Limitation") on the deduction that an
employer may claim for compensation of certain executives. Section 162(m) of the
Code provides an exception (the "Performance-Based Compensation Exception") to
the Deduction Limitation for certain performance-based compensation, and it is
the intent of the Compensation Committee to qualify executive compensation for
such exception to the extent necessary, feasible and in the best interests of
the Company.

                                              J.L. Jackson
                                              James L. Johnson
                                              Jere W. Thompson

   Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933 or the Securities Exchange Act
of 1934 that might incorporate future filings, in whole or in part, the
preceding report and the Performance Graph shown hereinafter shall not be
incorporated by reference into any such filings.

Comparative Performance Graph

   The following chart compares the cumulative total stockholder return on the
Company's Common Stock with the cumulative total return on the stocks comprising
The Nasdaq Market Value Index (the "Nasdaq Index") and the Electronics Wholesale
Index over the period commencing December 1, 1995 and ending November 30, 2000.
The comparison assumes $100 was invested on December 1, 1995 in the Company's
Common Stock and in each of the foregoing indices and assumes reinvestment of
dividends. The stock performance graph is not necessarily indicative of future
price performance.

                     Comparison of Cumulative Total Return
     of CellStar Corporation, Nasdaq Index and Electronics Wholesale Index

                       [PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
                          ----------------------------------FISCAL YEAR ENDING----------------------------------
COMPANY/INDEX/MARKET       12/01/1995     11/29/1996     11/28/1997     11/30/1998     11/30/1999    11/30/2000
<S>                       <C>             <C>           <C>             <C>           <C>            <C>
CellStar Corp                  100.00         44.52         147.78          73.53         110.30         18.92

Electronics Wholesale          100.00        113.67         129.54         106.85         120.29         98.41

NASDAQ Market Index            100.00        124.07         154.11         190.51         312.01        259.11
</TABLE>
                                       11
<PAGE>

Item 12. Security Ownership of Certain Beneficial Owners and Management

   The following table sets forth information with respect to the number of
shares of Common Stock beneficially owned as of March 26, 2001, by (i) each
person known by the Company to beneficially own more than five percent (5%) of
the outstanding shares of Common Stock; (ii) the Named Executive Officers; (iii)
each director and nominee for director of the Company; and (iv) all directors
and executive officers of the Company as a group. Unless otherwise noted, the
persons named in the table have sole voting and investment power with respect to
all shares of Common Stock beneficially owned by them.

<TABLE>
<CAPTION>
                                                          Amount and Nature
                                                                 of
                                                             Beneficial         Percent
Name of Beneficial Owner or Group                            Ownership         of Class
------------------------------------------------------  --------------------  ---------
<S>                                                     <C>                   <C>
Lord, Abbet & Co.(1)..................................    4,651,032(2)            7.7%
Fuller & Thaler Asset Management, Inc.(3)(4)..........    3,656,700(5)(6)         6.1
Alan H. Goldfield(7)..................................   21,001,110(8)           35.0
A.S. Horng(7).........................................    2,887,854(9)            4.8
Dale H. Allardyce(7)..................................       80,000(10)            *
Austin P. Young(7)....................................       45,500(11)            *
James L. Johnson(7)...................................       41,250(12)(13)        *
Terry S. Parker(7)....................................       18,750(12)(13)        *
Dale V. Kesler(7).....................................        9,750(12)(14)        *
J.L. Jackson(7).......................................       18,750(12)(14)        *
Jere W. Thompson(7)...................................       10,950(12)(14)        *
Lawrence King(7)......................................      213,284(15)            *
Current Directors and Executive Officers as a Group...   21,957,198(16)          36.5
</TABLE>

--------------------------
*    Less than 1%.

(1)  The address for Lord, Abbet & Co. is 90 Hudson Street, Jersey City, New
     Jersey 07302.
(2)  Based on a Schedule 13G/A filed with the Securities and Exchange Commission
     on January 19, 2001, by Lord, Abbet & Co., Lord, Abbet & Co. reported sole
     voting power and sole dispositive power with respect to all 4,651,032
     shares.
(3)  The address for Fuller & Thaler Asset Management, Inc., is 411 Borel
     Avenue, Suite 402, San Mateo, California 94402.
(4)  The address for Mr. Russell J. Fuller is 411 Borel Avenue, Suite 402, San
     Mateo, California 94402.
(5)  Based on a Schedule 13G filed with the Securities and Exchange Commission
     on February 13, 2001, by Fuller & Thaler Asset Management, Inc., and
     Russell J. Fuller, Fuller & Thaler Asset Management, Inc., reported sole
     voting power with respect to 2,745,700 shares and sole dispositive power
     with respect to all 3,656,700 shares.
(6)  Russell J. Fuller has investment authority over assets held by Fuller &
     Thaler Asset Management, Inc.
(7)  The address is 1730 Briercroft Court, Carrollton, Texas 75006.
(8)  Includes 17,706,110 held jointly with Mr. Goldfield's wife. Also includes
     2,370,000 shares that are subject to a revocable (upon 90 days written
     notice) proxy granted to Mr. Goldfield by Mr. A.S. Horng, which proxy gives
     Mr. Goldfield the right to vote such shares. Also includes 925,000 shares
     subject to options granted under the 1993 Plan, which options are
     exercisable within 60 days.

                                       12
<PAGE>

(9)  Includes 2,370,000 shares that are subject to a revocable (upon 90 days
     written notice) proxy to vote such shares held by Alan H. Goldfield. Also
     includes 517,854 shares subject to options granted under the 1993 Plan,
     which options are exercisable within 60 days.
(10) Includes 50,000 shares subject to options granted under the 1993 Plan, to
     which options are exercisable within 60 days.
(11) Includes 37,500 shares subject to options granted under the 1993 Plan, to
     which options are exercisable within 60 days.
(12) Includes 7,500 shares subject to options granted under the Directors' Plan,
     which options are exercisable within 60 days.
(13) Includes 11,250 shares subject to options granted under the 1993 Plan,
     which options are exercisable within 60 days.
(14) Includes 1,250 shares subject to options granted under the 1993 Plan, which
     options are exercisable within 60 days.
(15) Includes 213,284 shares subject to options granted under the 1993 Plan,
     which options are exercisable within 60 days.
(16) In addition to the ownership of the directors and executive officers listed
     in the table and more fully described in footnotes 8 through 15 above,
     includes 1,807,388 shares subject to options granted under the 1993 Plan,
     which options are exercisable within 60 days.

Item 13. Certain Relationships and Related Transactions

Related Transactions

   In May 2000, CellStar (Asia) Corporation Limited ("CellStar Asia") loaned
$320,503 to Mr. A.S. Horng, Chairman and Chief Executive Officer of CellStar
Asia, at an interest rate of 6%. CellStar Asia made the loan to Mr. Horng to
assist with the payment of taxes. Mr. Horng paid the loan in September 2000.

   In connection with its initial public offering in December 1993, the
Company bought from Mr. Goldfield, its Chief Executive Officer, a jet aircraft
at book value and agreed that he would have the right to buy the aircraft back
at its then current book value if the Company decided to sell it. In January
2001, the Company sold the aircraft to Mr. Goldfield for its book value, which
was $2,236,718.

Signature

   Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                           CELLSTAR CORPORATION

March 30, 2001                             By:  /s/ Austin P. Young
                                                ----------------------------
                                                Austin P. Young
                                                Senior Vice President, Chief
                                                Financial Officer and Treasurer

                                       13