Smartphones sales hit almost 1 bn, as "two houses" still rule the race.
Demand for Samsungs, iPhones, and cheaper Androids, soared a whopping 42% (from 2012), according to Gartner, and totaled 968 million.
Samsung are still the top horse on 31% (+1.5% share, followed by Apple on 15%(- 3%), in 2013.
Smartphones accounted for over half of phones sold exceeding dumb phones for the first time, due to demand in Latin America, Middle East and Asia, all ditching their Nokia's for internet ready devices.
However, demand for smartphones fell in Q4 because consumers don't find reasons to upgrade, as Apple and Co. failed to come up with a wow factor, pre-Christmas.
"Lack of compelling hardware innovation has further exacerbated replacement cycles for high-end smartphones in 2013" says Anshul Gupta, analyst at Gartner.
"Two horses" Apple and Samsung both need to pull up their socks if they are to stay ahead, warns analysts as cheaper rivals Huawei and Lenovo all made it in to top 5 smartphone makers.
Cheaper Chinese brand Huawei grew sales 85% in Q4, while Lenovo, now owners of Motorola, Lenovo smartphone sales jumped 102%.
"The acquisition allowed it to expand rapidly across the global market," said Gupta.
"We believe this deal is not just about entering into the U.S, but more about stepping out of China."
Gartner expects smartphones to continue to drive overall sales in 2014 but not high end - mid tier and low end cheaper Androids.
"Mature markets face limited growth potential as the markets are saturated with smartphones."
It remains critical for Samsung to continue to build on its technology leadership at the high end and build clearer value around its midrange smartphones, Gartner warns.
Google Android's shares grew, running 78% of all smartphones in 2013.
Sales of Android phones are predicted to hit one billion in 2014.