<PAGE> 1
Rule 424(b)(3)
333-55945
BRIGHTPOINT, INC.
Supplement dated August 18, 1998 to
Prospectus dated July 2, 1998
The following table sets forth certain updated information to the
information contained under the caption "Selling Holders" in the July 2, 1998
Prospectus concerning the beneficial ownership of LYONs by the Selling
Stockholders named below and the principal amount of LYONs which may be
offered and sold by such Selling Stockholders pursuant to the Prospectus.
<TABLE>
<CAPTION>
Principal
Amount of
LYONs
Beneficially
Owned And
That May Be
Offered
Selling Holder(1) Hereby(1)
- ----------------- ---------
<S> <C>
HBK Cayman L.P. $13,715,000
HBK Offshore Fund Ltd. 26,785,000
OCM Convertible Trust 7,895,000
TQA Vantage Plus Fund, Ltd. 500,000
The Travelers Indemnity Company 5,832,000
The Travelers Insurance Company 3,751,000
The Travelers Life & Annuity Company 417,000
</TABLE>
(1) The information provided by the Selling Stockholders listed herein is as
of July 2, 1998.