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Rule 424 (b)(3)
333-55945
BRIGHTPOINT, INC.
Supplement dated February 3, 1999 to
Prospectus dated July 2, 1998, as supplemented on August 18, 1998
This supplement is filed solely to add the information set forth
below to the information contained under the caption "Selling Holders" in the
Company's July 2, 1998 Prospectus, as supplemented on August 18, 1998 concerning
the beneficial ownership of LYONs by the Selling Stockholder named below and the
principal amount of LYONs which may be offered and sold by such Selling
Stockholder pursuant to the Prospectus.
Principal amount of LYONs
Beneficially Owned And That
Selling Holder(1) May Be Offered Hereby(1)
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Fidelity Financial Trust: Fidelity
Convertible Securities Fund* $17,000,000
* The entity is either an investment company or a portfolio of an investment
company registered under Section 8 of the Investment Company Act of 1940, as
amended, or a private investment account advised by Fidelity Management &
Research Company ("FMR Co."). FMR Co. is a Massachusetts corporation and an
investment advisor registered under Section 203 of the Investment Advisors Act
of 1940, as amended, and provides investment advisory services to each of such
Fidelity entities identified above, and to other registered investment
companies and to certain other funds which are generally offered to a limited
group of investors. FMR Co. is a wholly-owned subsidiary of FMR Corp. ("FMR"),
a Massachusetts corporation. The holdings are as of July 31, 1998.
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