<PAGE> 1
Rule 424(b)(3)
333-58863
BRIGHTPOINT, INC.
Supplement dated February 1, 1999 to
Prospectus dated July 29, 1998
This supplement, which supersedes the supplement dated September 2,
1998 to the Company's Prospectus dated July 29, 1998, is being filed solely
to revise the allocation between Messrs. Firestone and Olson of the number
of shares of the Company's Common Stock that may be sold by them pursuant
to the Company's July 29, 1998 Prospectus, and the resulting change in
their share ownership after the offering, as set forth in greater detail
below.
"The following table sets forth certain information concerning the
Selling Stockholders and their beneficial ownership of the Company's Common
Stock as listed under the caption "Selling Stockholders" in the Company's
July 29, 1998 Prospectus.
<TABLE>
<CAPTION>
Percentage
Beneficial Ownership of Shares
of Shares of Common Shares to be Shares Owned Owned After
Stock Sold in the After the the
Selling Stockholder Prior to Sale Offering Offering Offering
- ------------------- --------------------- ------------ ------------ -----------
<S> <C> <C> <C> <C>
Brian Firestone(1) 82,475 41,237 41,238 *
Norman Olson(1) 35,738 21,993 13,745 *
Leung Chi Kong, 361,344 161,344 200,000 *
Eric(2)
</TABLE>
----------------
* Less than 1%
(1) Mr. Firestone and Mr. Olson received their shares in connection with
Company's acquisition of Wireless Fulfillment Services, LLC from
Wireless Stockroom, Inc. Mr. Firestone, the former President and
principal stockholder of Wireless Stockroom, Inc., which was dissolved
in June 1998, is an employee of Wireless Fulfillment Services, LLC, a
subsidiary of the Company.
(2) Leung Chi Kong, Eric became an employee of Brightpoint China Limited, a
subsidiary of the Company, during 1997, in connection with the
Company's acquisition of certain assets of Legend International (Asia)
Limited, and remains an employee."
