<PAGE> 1
Rule 424(b)(3)
333-55945
BRIGHTPOINT, INC.
Supplement dated June 23, 1999 to
Prospectus dated July 2, 1998, as previously supplemented
on August 18, 1998 and February 3, 1999
This following table sets forth certain updated or additional
information concerning the beneficial ownership of LYONs by the Selling Holders
named below.
Principal Amount of LYONs
Beneficially Owned And That
Selling Holder May Be Offered Hereby(1)
- -------------- ------------------------
HBK Cayman L.P. 1,305,000(2)
HBK Offshore Fund Ltd. 2,695,000(2)
Merrill Lynch Pierce Fenner & Smith, Inc. 500,000(2)
Salomon Smith Barney Inc. 2,500,000(2)
South Dakota Retirement System 8,000,000(2)
Barry Zemel DBA Prizm Investment 1,000,000(3)
Teachers Insurance and Annuity
Association of America
6,000,000(3)
(1) The information regarding ownership of LYON's provided by the Selling
Holders listed herein is as of February 19, 1999.
(2) Updates information contained under the caption "Selling Holders" in the
Company's July 2, 1998 Prospectus as previously supplemented on August 18,
1998 and February 3, 1999. In addition, information regarding Salomon Smith
Barney Inc. has also been updated to reflect its new corporate name.
(3) Represents a Selling Holder and related information not previously listed
under the caption "Selling Holders" in the Company's July 2, 1998
Prospectus as previously supplemented on August 18, 1998 and February 3,
1999.
