<PAGE> 1
Rule 424(b)(3)
333-55945
BRIGHTPOINT, INC.
Supplement dated February 23, 2000 to
Prospectus dated July 2, 1998, as previously supplemented
This following table sets forth certain updated information concerning
the beneficial ownership of LYONs and the amount of LYONs that may be sold by
the Selling Holders named below.
Selling Holder Principal Principal
- -------------- Amount of LYONs Amount of LYONs
Beneficially That May Be
Owned Offered Hereby
--------------- ---------------
Aragon Investments Ltd. $1,180,000(1) $1,180,000(1)
Citadel Trading Group L.L.C. $720,000(1) $720,000(1)
HBK Master Fund L.P. $16,975,000(2) $1,900,000(2)
(1) The information regarding ownership of LYON's provided by the Selling Holder
listed herein is as of January 14, 2000.
(2) The information regarding ownership of LYONs provided by the Selling Holder
listed herein is as of February 22, 2000.
