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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

INPHONIC, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

45772G 10 5

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		45772G 10 5


1	NAMES OF REPORTING PERSONS: TCV IV, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			930,612 SHARES OF COMMON STOCK (A)(B)

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			-0- SHARES OF COMMON STOCK

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			930,612 SHARES OF COMMON STOCK (A)(B)

WITH:		8	SHARED DISPOSITIVE POWER:

			-0- SHARES OF COMMON STOCK

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	930,612 SHARES OF COMMON STOCK (A)(B)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	2.5%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

(A) Current ownership includes warrants exercisable for 575,652 shares of common stock. Please see Item 4.

(B) 1,893,860 shares of common stock were owned on December 31, 2006 which included warrants exercisable for 575,652 shares of common stock.


CUSIP No.		45772G 10 5


1	NAMES OF REPORTING PERSONS: TCV IV STRATEGIC PARTNERS, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			34,702 SHARES OF COMMON STOCK (A)(B)

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			-0- SHARES OF COMMON STOCK

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			34,702 SHARES OF COMMON STOCK (A)(B)

WITH:		8	SHARED DISPOSITIVE POWER:

			-0- SHARES OF COMMON STOCK

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	34,702 SHARES OF COMMON STOCK (A)(B)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	Less than 1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

(A) Current ownership includes warrants exercisable for 21,466 shares of common stock. Please see item 4.

(B) 70,620 shares of common stock were owned on December 31, 2006 which included warrants exercisable for 21,466 shares of common stock.


CUSIP No.		45772G 10 5


1	NAMES OF REPORTING PERSONS: TECHNOLOGY CROSSOVER MANAGEMENT IV, L.L.C.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			965,314 SHARES OF COMMON STOCK (A)(B)

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			-0- SHARES OF COMMON STOCK

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			965,314 SHARES OF COMMON STOCK (A)(B)

WITH:		8	SHARED DISPOSITIVE POWER:

			-0- SHARES OF COMMON STOCK

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	965,314 SHARES OF COMMON STOCK (A)(B)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	2.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO

(A) Current ownership includes warrants exercisable for 597,118 shares of common stock. Please see Item 4.

(B) 1,964,480 shares of common stock were owned on December 31, 2006 which included warrants exercisable for 597,118 shares of common stock.


CUSIP No.		45772G 10 5


1	NAMES OF REPORTING PERSONS: TCMI, Inc. See Item 2 for identification of Managing Members

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			-0- SHARES OF COMMON STOCK (A)

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			-0- SHARES OF COMMON STOCK

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			-0- SHARES OF COMMON STOCK (A)

WITH:		8	SHARED DISPOSITIVE POWER:

			-0- SHARES OF COMMON STOCK

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	-0- SHARES OF COMMON STOCK (A)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO

(A) Current ownership. 834 shares of Common Stock were owned on December 31, 2006. Please see Item 4.


CUSIP No.		45772G 10 5


1	NAMES OF REPORTING PERSONS: Jay C. Hoag

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	U.S. Citizen

		5	SOLE VOTING POWER:

NUMBER OF			-0- SHARES OF COMMON STOCK

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			965,314 SHARES OF COMMON STOCK (A)(B)

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			965,314 SHARES OF COMMON STOCK (A)(B)

WITH:		8	SHARED DISPOSITIVE POWER:

			-0- SHARES OF COMMON STOCK

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	965,314 SHARES OF COMMON STOCK (A)(B)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	2.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

(A) Current ownership includes warrants exercisable for 597,118 shares of common stock. Please see Item 4.

(B) 1,965,480 shares of common stock were owned on December 31, 2006 which included (i) options issued under the Issuer’s 2004 Equity Incentive Plan and held directly by Reporting Person and exercisable for 1,000 shares of common stock and (ii) warrants exercisable for 597,118 shares of common stock.


CUSIP No.		45772G 10 5


1	NAMES OF REPORTING PERSONS: Richard H. Kimball

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	U.S. Citizen

		5	SOLE VOTING POWER:

NUMBER OF			-0- SHARES OF COMMON STOCK

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			965,314 SHARES OF COMMON STOCK (A) (B)

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			965,314 SHARES OF COMMON STOCK (A) (B)

WITH:		8	SHARED DISPOSITIVE POWER:

			-0- SHARES OF COMMON STOCK

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	965,314 SHARES OF COMMON STOCK (A) (B)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	2.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

(A) Current ownership includes warrants exercisable for 597,118 shares of common stock. Please see Item 4.

(B) 1,964,480 shares of common stock were owned on December 31, 2006 which included warrants exercisable for 597,118 shares of common stock.

ITEM 1.

(a) NAME OF ISSUER: InPhonic, Inc. (the “Company”)

(b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: 1010 Wisconsin Avenue Suite 600 Washington, D.C. 20007

ITEM 2.

Set forth below is the following information with respect to each of the persons filing this Schedule 13G (together, the Filing Persons): (a) name; (b) address of principal offices (if entity) or residence or business address (if individual); (c) citizenship (if individual) or jurisdiction of organization (if entity); (d) title of class of securities and (e) CUSIP number.

(a) TCV IV, L.P., a Delaware limited partnership (“TCV IV, L.P.”). The General Partner of TCV IV, L.P. is Technology Crossover Management IV, L.L.C., a limited liability company (“TCM IV”). The sole Managing Members of TCM IV are Jay C. Hoag (“Hoag”) and Richard H. Kimball (“Kimball”).