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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
CellStar Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
150925105
(CUSIP Number)
Check the following box if a fee is being paid with this statement.
____________
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP 150925105 13G Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Audiovox Corporation 13-1964841
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)____
(b)____
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 1,015,000
OWNED BY EACH 6 SHARED VOTING POWER
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 1,015,000
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,015,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.23%
12 TYPE OF REPORTING PERSON*
HC
Item 1(a). Name of Issuer:
The name of the issuer is CellStar Corporation.
Item 1(b). Address of Issuer's Principal Executive Offices:
The principal executive offices of CellStar Corporation are located at 1730
Briercroft Drive, Carrollton, Texas 75006.
Item 2(a). Name of Person Filing:
This Schedule 13G is filed by Audiovox Corporation, a Delaware corporation,
and its wholly owned subsidiary, Audiovox Holding Corp., A New York corporation.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business office of Audiovox Corporation and Audiovox Holding
Corp. is located at 150 Marcus Boulevard, Hauppauge, New York 11788.
Item 2(c). Citizenship:
Audiovox Corporation is a corporation incorporated under the laws of the
state of Delaware and its wholly owned subsidiary, Audiovox Holding Corp., is a
corporation incorporated under the laws of the State of New York.
Item 2(d). Title of Class of Securities:
This statement relates to the common stock, par value $.01 per share
("Common Stock"), of CellStar Corporation.
Item 2(e). CUSIP Number:
The CUSIP number assigned to the Common Stock of CellStar is 150925105.
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
Not applicable.
Item 4. Ownership.
The following sets forth Audiovox Corporation's beneficial ownership
(through its wholly owned subsidiary, Audiovox Holding Corp.) of shares of
Common Stock of CellStar Corporation as of February 28, 1997:
(a) Amount beneficially owned: 1,015,000
(b) Percent of class: 5.23%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 1,015,000
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the
disposition of 1,015,000
(iv) Shared power to dispose or to direct the
disposition of 0
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
See Exhibit A attached hereto.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
March 3, 1997
(Date)
S/Charles M. Stoehr
(Signature)
Charles M. Stoehr
Senior Vice President and
Chief Financial Officer
(Name/Title)
EXHIBIT A
Audiovox Holding Corp., a wholly owned subsidiary of Audiovox Corporation, is
the direct beneficial owner of the 1,015,000 shares of the Common Stock of
CellStar Corporation (the "Shares").