FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * GOLDMAN SACHS GROUP INC/   2. Issuer Name and Ticker or Trading Symbol INPHONIC INC [INPC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 85 BROAD ST 3. Date of Earliest Transaction (Month/Day/Year) 12/08/2006 (Street) NEW YORK, NY 10004 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/08/2006   S   2,444 D $ 11.59 5,083,778 I See footnotes (1) (2) Common Stock 12/12/2006   P   1,544 A $ 11.7 5,085,322 I See footnotes (1) (2) Common Stock 12/12/2006   P   200 A $ 11.68 5,085,522 I See footnotes (1) (2) Common Stock 12/12/2006   P   400 A $ 11.67 5,085,922 I See footnotes (1) (2) Common Stock 12/12/2006   P   300 A $ 11.65 5,086,222 (3) I See footnotes (1) (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrants to Purchase Common Stock

$ 0.01

(4)

11/07/2011

Common Stock

687,500

687,500

I

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

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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 securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs Execution & Clearing, L.P. ("GSEC"), a wholly-owned subsidiary of GS Group. Without admitting any legal obligation, GSEC, or another wholly-owned subsidiary of GS Group, will remit appropriate profits, if any, to InPhonic, Inc. (the "Company"). The 5,086,222 shares of the Company's common stock, $0.01 par value per share (the "Common Stock") reported herein 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 has open short positions of 162,876 shares of Common Stock.
(3)	The 5,086,222 shares of Common Stock and open short positions of 162,876 shares of Common Stock reflect changes attributed to transactions that were part of baskets that met the requirements for exemption as outlined by the Securities and Exchange Commission, and therefore not reported.
(4)	Immediately exercisable.
(5)	GS Group may be deemed to beneficially own indirectly warrants to purchase an aggregate of 687,500 shares of Common Stock by reason of the direct ownership of such securities by Goldman Sachs.

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