June 13, 2005


Mail Stop 0306



Robert J. Laikin, Chairman and Chief Executive Officer
Brightpoint Inc.
501 Airtech Parkway
Plainfield, Indiana 46168


Via U S Mail and FAX [(317)707-2513]


Re:	Brightpoint Inc.
	Form 10-K for the fiscal year ended December 31, 2004
			and Amendments Number 1 and 2
	Form 10-Q for the fiscal quarter ended March 31 2005
	File No.  1-12845


Dear Mr. Laikin:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures, and do not intend to expand our review to
other
portions of your documents. Where indicated, we ask you to provide
us
with supplemental information so we may better understand your
disclosure.  Please be as detailed as necessary in your
explanations.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.




Mr. Robert J. Laikin
Brightpoint Inc.
June 13  2005
Page 2


Amendment No. 2 to Form 10-K/A For The Fiscal Year Ended December
31,
2004

Item 9A. Controls and Procedures

1. Tell us more details of the changes that were implemented in
response to the material weaknesses in internal control and why
you
believe that these will assure proper recognition of these items.


Restated Financial Statements
Independent Auditor`s Report,  Page A-38

2. Since you have restated the financial statements, please tell
us
why the audit report on page A-38 does not make reference to the
restatement and to the related footnote.

3. In addition, tell us why you have not labeled columns "as
restated" throughout the filing.




*  *  *  *  *  *  *



      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a response letter that keys your responses to our
comments and provides the requested supplemental information.
Detailed response letters greatly facilitate our review.  Please
file
your response letter on EDGAR under the label "CORRESP."  Please
understand that we may have additional comments after reviewing
your
responses to our comments and the requested supplemental
information.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.



Mr. Robert J. Laikin
Brightpoint Inc.
June 13  2005
Page 3



	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.


      You may contact Jeanne Bennett at (202) 551-3606, if you
have
questions regarding our comments.  In her absence you may contact
me
at (202) 551-3676.


      Sincerely,


      							Brian R. Cascio
      							Accounting Branch Chief
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