SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)

     INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES
     13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
     
                               (Amendment No. 1)*

                              Cellstar Corporation
                              --------------------
                                (Name of Issuer)

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

                                    150925204
                                  ------------
                                 (CUSIP Number)

                                December 31, 2004
--------------------------------------------------------------------------------
            (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

     [ ]  Rule 13d-1(b)

     [X]  Rule 13d-1(c)

     [ ]  Rule 13d-1(d)

*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).


                                  SCHEDULE 13G

CUSIP NO. 150925204                                                 Page 2 of 5
_____________________________________________________________________________
     NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
1
     Michael A. Roth and Brian J. Stark, as joint filers pursuant to
     Rule 13d-1(k)
_____________________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                (a) [X]
                                                                     (b) [ ]
_____________________________________________________________________________
3    SEC USE ONLY
_____________________________________________________________________________
4    CITIZENSHIP OR PLACE OF ORGANIZATION

     United States of America
_____________________________________________________________________________

NUMBER OF      5    SOLE VOTING POWER

SHARES              0
               ______________________________________________________________
BENEFICIALLY   6    SHARED VOTING POWER

OWNED BY            3,562,817
               ______________________________________________________________
EACH           7    SOLE DISPOSITIVE POWER

REPORTING           0
               ______________________________________________________________
PERSON         8    SHARED DISPOSITIVE POWER

WITH                3,562,817
_____________________________________________________________________________
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     3,562,817
_____________________________________________________________________________
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
                                                                          [ ]
_____________________________________________________________________________
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

     17.5%
_____________________________________________________________________________
12   TYPE OF REPORTING PERSON

     IN
_____________________________________________________________________________

                                  SCHEDULE 13G

CUSIP NO. 150925204                                                 Page 3 of 5

Item 1(a).     Name of Issuer:

               Cellstar Corporation (the "Issuer")

Item 1(b).     Address of Issuer's Principal Executive Offices:

               1730 Briercroft Drive
               Carrollton, Texas 75006

Items 2(a),
(b) and (c).   Name of Persons Filing, Address of Principal Business Office and
               Citizenship:

               This Amendment No. 1 to Schedule 13G is being filed on behalf of
               Michael A. Roth and Brian J. Stark, as joint filers
               (collectively, the "Reporting Persons").

               The Reporting Persons have entered into a Joint Filing Agreement,
               a copy of which is filed with this Amendment No. 1 to Schedule
               13G as Exhibit 1, pursuant to which the Reporting Persons have
               agreed to file this Amendment No. 1 to Schedule 13G jointly in
               accordance with the provisions of Rule 13d-1(k) of the Securities
               Exchange Act of 1934, as amended.

               The principal business office of the Reporting Persons is 3600
               South Lake Drive, St. Francis, WI 53235.

Item 2(d).     Title of Class of Securities:

               Common Stock, par value $.01 per share, of the Issuer (the
               "Common Stock")

Item 2(e).     CUSIP Number:

               150925204

Item 3.        Not applicable.

Item 4.        Ownership.

               (a)  Amount beneficially owned:

                    3,562,817 shares of Common Stock

               (b)  Percent of class:

                    Based on 20,367,504 shares of Common Stock of the Issuer
                    outstanding as of October 8, 2004 (as set forth in the
                    Issuer's 10-Q for the period ended August 31, 2004), the
                    Reporting Persons hold approximately 17.5% of the issued and
                    outstanding Common Stock of the Issuer.

               (c)  Number of shares to which such person has:

                                  SCHEDULE 13G

CUSIP NO. 150925204                                                 Page 4 of 5

                    (i)   Sole power to vote or direct the vote: 0

                    (ii)  Shared power to vote or direct the vote: 3,562,817

                    (iii) Sole power to dispose or to direct the disposition of:
                          0

                    (iv)  Shared power to dispose of or direct the disposition
                          of: 3,562,817

                    The Reporting Persons beneficially own an aggregate of
                    3,562,817 shares of Common Stock. The foregoing amount of
                    Common Stock and percentage ownership represent the combined
                    indirect holdings of Michael A. Roth and Brian J. Stark. All
                    of the foregoing represents an aggregate 3,562,817 shares of
                    Common Stock held directly by Stark Investments Limited
                    Partnership ("SILP") and Shepard Investments International,
                    Ltd. ("Shepherd"). The Reporting Persons are the Managing
                    Members of Stark Onshore Management, LLC ("Stark Onshore")
                    which serves as the managing general partner of SILP. The
                    Reporting Persons are also the Managing Members of Stark
                    Offshore Management, LLC ("Stark Offshore") which serve as
                    the investment manager of Shepherd. Through Stark Onshore
                    and Stark Offshore, the Reporting Persons share voting and
                    dispositive power over all of the foregoing shares.
                    Therefore, for the purposes of Rule 13d-3 under the
                    Securities Exchange Act of 1934, the Reporting Persons may
                    be deemed to be the beneficial owners of, but hereby
                    disclaim such beneficial ownership of, the foregoing shares.

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 By the Parent Holding
               Company.

               Not applicable

Item 8.        Identification and Classification of Members of the Group.

               Not applicable

Item 9.        Notice of Dissolution of a Group.

               Not applicable.

Item 10.       Certification.

               By signing below I certify that, to the best of my knowledge and
               belief, the securities referred to above were not acquired and
               are not held for the purpose of or with the effect of changing or
               influencing the control of the issuer of the securities and were
               not acquired and are not held in connection with or as a
               participant in any transaction having that purpose or effect.


                                  SCHEDULE 13G

CUSIP NO. 150925204                                                 Page 5 of 5

                                    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.

Dated:   February 14, 2005


                                        /s/ Michael A. Roth
                                        -----------------------
                                        Michael A. Roth

                                        /s/ Brian J. Stark
                                        -----------------------
                                        Brian J. Stark


                                  SCHEDULE 13G

CUSIP NO. 150925204

                                                                       Exhibit 1

                             JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned agree to the joint filing on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to
3,562,817 shares of Common Stock, of Cellstar Corporation and further agree that
this Joint Filing Agreement shall be included as an exhibit to such joint
filings.

     The undersigned further agree that each party hereto is responsible for the
timely filing of such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein; provided, however, that no party is responsible for the completeness or
accuracy of the information concerning any other party making the filing, unless
such party knows or has reason to believe that such information is inaccurate.

     IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement
on February 14, 2005.


                                        /s/ Michael A. Roth
                                        -----------------------
                                        Michael A. Roth


                                        /s/ Brian J. Stark
                                        -----------------------
                                        Brian J. Stark