Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  GOLDMAN SACHS GROUP INC/
 2. Date of Event Requiring Statement (Month/Day/Year)
12/04/2006		 3. Issuer Name and Ticker or Trading Symbol
BRIGHTPOINT INC [CELL]
(Last)
(First)
(Middle)
85 BROAD ST		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10004		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 2,113,683
I
See footnotes (1) (2) (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Call Option (right to buy)   (4) 01/20/2007 Common Stock 500,000 $ 15 I See footnotes (1) (3) (5)
Call Option (right to buy)   (4) 01/20/2007 Common Stock 2,500,000 $ 20 I See footnotes (1) (3) (5)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GOLDMAN SACHS GROUP INC/
85 BROAD ST
NEW YORK, NY 10004		     X    
GOLDMAN SACHS & CO
85 BROAD STREET
NEW YORK, NY 10004		     X    

Signatures

/s/ Andrea Louro DeMar, Attorney-in-fact 12/14/2006
**Signature of Reporting Person Date
/s/ Andrea Louro DeMar, Attorney-in-fact 12/14/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and, together with GS Group, the "Reporting Persons"). Goldman Sachs is a direct and indirect wholly-owned subsidiary of GS Group.
(2) The 2,113,683 shares of common stock, par value $0.01 per share (the "Common Stock") of Brightpoint, Inc. (the "Company") reported on Table I may be deemed to be beneficially owned indirectly by GS Group by reason of the direct ownership of such securities by Goldman Sachs or another direct or indirect wholly-owned subsidiary of GS Group (collectively, "Goldman"). Goldman also has open short positions of 158,194 shares of Common Stock.
(3) In connection with transactions that were part of baskets that met the requirements for exemption as outlined by the Securities and Exchange Commission, and therefore not reported, as of December 5, 2006, the Reporting Persons ceased to be the owners of more than 10% of the shares of Common Stock reported to be outstanding in the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2006, and are therefore no longer subject to Section 16.
(4) These options are immediately exercisable.
(5) The securities reported on Table II may be deemed to be beneficially owned indirectly by GS Group by reason of the direct ownership of such securities by Goldman.

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