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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

                                     0-23494
                              (COMMISSION FILE NO.)
                                BRIGHTPOINT, INC.
             (Exact name of registrant as specified in its charter)

               INDIANA                                      35-1778566
    (State or other jurisdiction of                       (I.R.S. Employer
            incorporation)                               Identification No.)

                 501 AIRTECH PARKWAY, PLAINFIELD, INDIANA 46168
           (Address of principal executive offices including zip code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (317) 707-2355

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                          COMMON STOCK, $.01 PAR VALUE
                         PREFERRED SHARE PURCHASE RIGHTS

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ]

The aggregate market value of the Registrant's Common Stock held by
non-affiliates as of June 30, 2004, which was the last business day of the
registrant's most recently completed second fiscal quarter was approximately
$243,025,873. As of January 28, 2005, there were 17,759,026 shares of the
Registrant's Common Stock outstanding, excluding 1,755,900 treasury shares.

                      DOCUMENTS INCORPORATED BY REFERENCE:


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Portions of the registrant's proxy statement in connection with its annual
meeting of shareholders to be held in 2005, are incorporated by reference in
Items 11, 12, 13 and 14 of Part III of this Form 10-K.


                                EXPLANATORY NOTE

This Form 10-K/A (Amendment No. 1) is being filed solely to clarify on the cover
page that as of January 28, 2005 there were 17,759,026 shares of the
Registrant's Common Stock outstanding after deducting 1,755,900 treasury shares
and adding 16,000 shares of restricted stock that were awarded pursuant to the
Registrant's Amended and Restated Independent Director Stock Compensation Plan
as of January 1, 2005, but which were issued after January 28, 2005. This
Amendment No. 1 amends only the number of shares outstanding as of January 28,
2005 on the cover page of the Registrant's Form 10-K for the fiscal year ended
December 31, 2004 and does not amend any other part of the cover page of the
Form 10-K or any other Part of the Form 10-K.


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934 the registrant has duly caused the amendment to this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 11, 2005



                                        BRIGHTPOINT, INC.

                                        By: /s/ Robert J. Laikin
                                            ------------------------------------
                                            Robert J. Laikin
                                            Chief Executive Officer and Director
                                            (Principal Executive Officer)


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                                  EXHIBIT INDEX


EXHIBIT

31.1            Certification of Chief Executive Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.

31.2            Certification of Chief Financial Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.