<PAGE> 1
Rule 424(b)(3)
333-55945
BRIGHTPOINT, INC.
Supplement dated December 21, 1999 to
Prospectus dated July 2, 1998, as previously supplemented
This following table sets forth certain updated information
concerning the beneficial ownership of LYONs by the Selling Holder named below.
Principal Amount of LYONs
Beneficially Owned And That
Selling Holder May Be Offered Hereby(1)
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Merrill Lynch Pierce Fenner & Smith, Inc. $1,920,000(2)
(1) The information regarding ownership of LYON's provided by the Selling Holder
listed herein is as of December 17, 1999.
(2) Updates information contained under the caption "Selling Holder" with
respect to the Selling Holder listed herewith in the Company's July 2, 1998
Prospectus as previously supplemented.
