SecProbe.io

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June 27, 2005

Mr. Brian R. Cascio
Accounting Branch Chief
Corporation Finance Division
United States Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549-0306

RE:      Brightpoint, Inc. ("the Company")
         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. Cascio:

Attached you will find our responses to the staff's comments set forth in your
letter dated June 13, 2005. For your convenience, our responses repeat the
staff's comments (in bold) and include our response thereunder.

We confirm that we will comply with these comments in all future filings with
the United States Securities and Exchange Commission ("Commission").

The Company acknowledges its responsibility for the adequacy and accuracy of the
disclosure in the filing. The Company acknowledges that 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. The Company also
acknowledges that it may not assert staff comments as a defense in any
proceeding initiated by the Commission or any persons under the federal
securities laws of the United States.

We hope that these responses are helpful and if I can be of further assistance
in clarification, please feel free to call me on my direct line at (317)
707-2520.

Sincerely,
Brightpoint, Inc.
/s/ Steven E. Fivel
Steven E. Fivel
Executive Vice President, General Counsel and Secretary

Attachment

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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.

              The Company has reviewed its processes and control environment,
              with respect to its operations where the material weaknesses were
              identified, and has made changes or additions to: the reporting
              structure for personnel, balance sheet reconciliation procedures,
              month-end reporting procedures, quarterly reporting procedures and
              other operating controls. The Company believes that these changes
              and additions to our processes and procedures will assure proper
              recognition as a result of the increased visibility and oversight
              of the items which gave rise to the material weaknesses. An
              overview of the details of these changes, additions and
              enhancements are as follows:

FRANCE

             (a.) Change in Reporting Structure for Personnel and Changes in
                  Personnel

                  (i) The former Finance Director of our operations in France
                  has been removed and is no longer employed by Brightpoint
                  France.

                  (ii) An experienced interim Finance Director has been retained
                  by Brightpoint France. The interim Finance Director has the
                  following duties and responsibilities:

                           1. Reviewing existing financial controls and
                           recommending and implementing improvements;
                           2. Documenting all financial department policies &
                           procedures for internal audit review; and
                           3. Assessing the capabilities of the remaining
                           finance function employees

                  ; and

                  (iii) The interim Finance Director of our operations in France
                  now reports directly to the CFO of our Europe division.
                  Previously, the Finance Director of our operations in France
                  reported directly to the Managing Director of Brightpoint
                  France.

             (b.) Balance Sheet Reconciliation

                  The following balance sheet reconciliations will be performed
                  in our operations in France:

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                  (i) The reconciliation process has been enhanced for certain
                  critical balance sheet accounts. Each month it is required
                  that each of these reconciliations be reviewed and approved by
                  the CFO of our Europe division; and

                  (ii) A process is being implemented to ensure that all balance
                  sheet accounts are reconciled after each month-end in
                  preparation for quarter-end reporting.

             (c.) Month-End Reporting

                  (i) Detailed month-end financial reporting checklists have
                  been developed and provide for additional financial reporting
                  and analysis at each month-end;

                  (ii) A process to reconcile and review certain critical
                  balance sheet accounts has been enhanced which involves
                  preparation, reconciliation, review and approval by the
                  Finance Director of our operations in France. In addition,
                  these critical accounts are reviewed and approved by the CFO
                  of the Europe division; and

                  (iii) Third Party Subsidy, Key Performance Indicator and
                  Accrued Income detailed reports have been developed to enable
                  a more complete comparison and review of amounts recorded
                  related to the transaction types that caused the errors. These
                  reports will be prepared monthly and reviewed by the CFO of
                  our Europe division.

             (d.) Quarterly reporting

                  Detailed reconciliations of significant customer and vendor
                  accounts with the respective customer or vendor records will
                  be performed at each quarter-end; and

             (e.) Additional Operating Controls

                  (i) Purchase Orders for products in an amount greater than
                  50,000 Euros now require the approval of the CFO of our Europe
                  division or the President of our Europe division;

                  (ii) Issuance of certain credit notes to the dealer networks
                  for previously withheld commissions requires the approval of
                  the CFO of our Europe division;

                  (iii) In addition to the Finance Director of our France
                  operations, the CFO of our Europe division has been added as a
                  signatory over all bank accounts; and

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                  (iv) Brightpoint France's detailed records for its business
                  activities are now being reconciled with the applicable
                  customer or vendor records on at least a monthly basis.

         In addition to the enhancements discussed above, additional review
procedures will be performed in France by the Company's independent auditors as
a part of their June 30, 2005 quarterly review and on a prospective basis as
required.

AUSTRALIA

             (a.) Changes in communication of material vendor rebates

                  (i) Written communications with significant vendors relating
                  to rebates, volume bonuses and other incentives are now
                  required to be communicated to the Finance Director of our
                  Australia operations and the CFO of our Asia-Pacific division
                  at the time they are communicated to product sales and
                  operations management; and

                  (ii) Each month, the Finance Director of our Australia
                  operations and the CFO of our Asia-Pacific division have a
                  required meeting with product sales and operations management
                  to discuss all data related to vendor rebates, volume bonuses
                  and other incentives.

In addition to the specific local and regional procedures mentioned above, the
Company has undergone the following changes at the Corporate level:

              (i) As reported in the Company's Form 8-K filed on March 15, 2005,
              Frank Terence, the Company's CFO became disabled and Lisa M.
              Kelley was appointed Acting CFO. In a Form 8-K filed on June 7,
              2005, the Company announced the resignation of Ms. Kelley and the
              appointment of Anthony W. Boor as the Acting CFO of the Company.
              The Company also announced the appointment of Gregory L. Wiles as
              Acting CAO; and

              (ii) As reported in the Company's Form 8-K filed on June 7, 2005,
              the Company's Board of Directors has established a Finance
              Committee comprised of no less than two Independent Directors, at
              least one of whom also serves on the Company's Audit Committee
              (currently the Chairperson of the Company's Audit Committee serves
              on the Finance Committee), that will exercise oversight
              responsibility with regard to certain of the Company's material
              financial matters. The responsibilities of the Finance Committee
              include consulting with Company management regarding recruiting,
              evaluation and training of the global corporate finance team and
              reviewing and consulting with management regarding the appropriate
              global corporate finance organization structure.

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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 THE RELATED FOOTNOTE.

              We note that the audit report on page A-38 states that it is dated
              "February 1, 2005, except for Note 19, as to which the date is May
              5, 2005." Note 19 is the note that describes the restatement. We
              have discussed this comment with our independent registered public
              accounting firm, Ernst & Young, LLP, and they have provided us
              with the following explanation for why there is no specific
              reference to the restatement in the audit report:

                  The restatement of the Company's financial statements resulted
              from error corrections that did not involve the incorrect
              application of accounting principles. Consistent with SAS 1.420/AU
              420.15, a correction of an error that resulted from mathematical
              mistakes, oversight, or misuse of existing facts does not require
              mention in the auditor's report if no element of accounting
              principles or practices or their application is included.

3.            IN ADDITION, TELL US WHY YOU HAVE NOT LABELED COLUMNS "AS
              RESTATED" THROUGHOUT THE FILING.

              We will amend our filing to provide "as restated" on all columns
              that contain financial information that has been restated and
              which have not already been labeled "as restated."

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