UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*




                                 BRIGHTPOINT INC.
-------------------------------------------------------------------------------
                                (Name of Issuer)



                        Common Stock , $0.01 par value
-------------------------------------------------------------------------------
                         (Title of Class of Securities)



                                    109473405
                  --------------------------------------------
                                 (CUSIP Number)


                                 December 31, 2007
-------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[X] Rule 13d-1(b)

[_] Rule 13d-1(c)

[_] Rule 13d-1(d)


*The  remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,and
for any  subsequent  amendment  containing  information which  would  alter the
disclosures provided in a prior cover page.


The  information  required in the  remainder  of this  cover page shall  not be
deemed to be "filed" for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the liabilities of that section of
the Act but  shall be  subject  to all other  provisions  of the Act  (however,
see the Notes).

                           Page 1 of 7



-----------------------
  CUSIP No. 109473405                   13G
-----------------------

------------------------------------------------------------------------------
 1.   Name of Reporting Person
      I.R.S. Identification No. of above Person

          GS Investment Strategies, LLC

------------------------------------------------------------------------------
 2.   Check the Appropriate Box if a Member of a Group

                                                                (a) [_]
                                                                (b) [_]
------------------------------------------------------------------------------
 3.   SEC Use Only



------------------------------------------------------------------------------
 4.   Citizenship or Place of Organization

           Delaware

------------------------------------------------------------------------------
                     5.   Sole Voting Power

     Number of                 6,000,000

      Shares        ----------------------------------------------------------
                     6.   Shared Voting Power
   Beneficially
                               0
     Owned by
                    ----------------------------------------------------------
       Each          7.   Sole Dispositive Power

    Reporting                  6,000,000

      Person        ----------------------------------------------------------
                     8.   Shared Dispositive Power
       With:
                               0

------------------------------------------------------------------------------
 9.   Aggregate Amount Beneficially Owned by Each Reporting Person


           6,000,000


------------------------------------------------------------------------------
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares

                                                                    [_]

------------------------------------------------------------------------------
11.   Percent of Class Represented by Amount in Row (9)


           7.4%


------------------------------------------------------------------------------
12.   Type of Reporting Person

           IA

------------------------------------------------------------------------------



                                Page 2 of 7



Item 1(a).         Name of Issuer:
                   BRIGHTPOINT INC.

Item 1(b).         Address of Issuer's Principal Executive Offices:
                   2601 Metropolis Parkway
                   Suite 210
                   Plainfield, IN
                   46168

Item 2(a).         Name of Persons Filing:
                   GS Investment Strategies, LLC

Item 2(b).         Address of Principal Business Office or, if none, Residence:
                   1 New York Plaza, New York, NY 10004

Item 2(c).         Citizenship:
                   Delaware

Item 2(d).         Title of Class of Securities:
                   Common Stock ,$0.01 par value

Item 2(e).         CUSIP Number:
                   109473405

Item 3.            If this statement is filed pursuant to Rules 13d-1(b) or
                   13d-2(b) or (c), check whether the person filing is a:

          (a).[  ]  Broker or dealer registered under Section 15 of the Act
                    (15 U.S.C. 78o).

          (b).[  ]  Bank as defined in Section 3(a)(6) of the Act
                    (15 U.S.C. 78c).

          (c).[  ]  Insurance company as defined in Section 3(a)(19) of the Act
                    (15 U.S.C. 78c).

          (d).[  ]  Investment company registered under Section 8 of the
                    Investment Company Act of 1940 (15 U.S.C. 80a-8).

          (e).[X ]  An investment adviser in accordance with
                    Rule 13d-1(b)(1)(ii)(E);
                               GS Investment Strategies, LLC

          (f).[  ]  An employee benefit plan or endowment fund in accordance
                    with Rule 13d-1(b)(1)(ii)(F);

          (g).[  ]  A parent holding company or control person in accordance
                    with Rule 13d-1(b)(1)(ii)(G);

          (h).[  ]  A savings association as defined in Section 3(b) of the
                    Federal Deposit Insurance Act (12 U.S.C. 1813);

          (i).[  ]  A church plan that is excluded from the definition of an
                    investment company under Section 3(c)(14) of the
                    Investment Company Act of 1940 (15 U.S.C. 80a-3);

          (j).[  ]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

                               Page 3 of 7

Item 4.            Ownership.*

          (a).     Amount beneficially owned:
                   See the response(s) to Item 9 on the attached cover page(s).

          (b).     Percent of Class:
                   See the response(s)to Item 11 on the attached cover page(s).

          (c).     Number of shares as to which such person has:

                   (i).    Sole power to vote or to direct  the vote:  See the
                           response(s) to Item 5 on the attached cover page(s).

                   (ii).   Shared power to vote or to direct the vote:  See the
                           response(s) to Item 6 on the attached cover page(s).

                   (iii).  Sole power to  dispose or to direct  the disposition
                           of:  See the response(s) to  Item 7  on the attached
                           cover page(s).

                   (iv).   Shared power to dispose or to direct the disposition
                           of:  See the response(s) to  Item 8  on the attached
                           cover page(s).

Item 5.            Ownership of Five Percent or Less of a Class.
                             Not Applicable

Item 6.            Ownership of More than Five Percent on Behalf of Another
                   Person.
                             Not Applicable

Item 7.            Identification  and  Classification  of the Subsidiary Which
                   Acquired  the  Security  Being  Reported  on  by the  Parent
                   Holding Company.
                             Not Applicable

Item 8.            Identification and Classification of Members of the Group.
                             Not Applicable

Item 9.            Notice of Dissolution of Group.
                             Not Applicable

Item 10.           Certification.
                   By signing below I certify that, to the best of my knowledge
                   and belief, the securities referred to above were acquired
                   and are held in the ordinary course of business and were not
                   acquired and are not held for the purpose of or with the
                   effect of changing or influencing the control of the issuer
                   of the securities and were not acquired and are not held in
                   connection with or as a participant in any transaction having
                   that purpose or effect.


--------------------------
    * In  accordance  with  Securities  and  Exchange  Commission  Release  No.
34-39538  (January 12, 1998),  this filing reflects the securities  beneficially
owned by GS Investment  Strategies,  LLC ("GSIS").  GSIS, an investment advisor,
disclaims  beneficial  ownership of any securities managed, on GSIS's behalf, by
third parties.


                               Page 4 of 7


                                    SIGNATURE


            After reasonable inquiry and to the best of my knowledge
            and belief,  I certify that the information set forth in
            this statement is true, complete and correct.

Date:  February 13, 2008

             GS Investment Strategies, LLC

             By:/s/  Ronald L. Christopher
              ----------------------------------------
             Name:   Ronald L. Christopher
             Title:  Attorney-in-fact




                               Page 5 of 7


                                INDEX TO EXHIBITS



Exhibit No.             Exhibit
-----------             -------
  99.1          Power of Attorney, relating to
                GS Investment Strategies, LLC

                               Page 6 of 7


                                                                  EXHIBIT (99.1)

                              POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS that GS INVESTMENT STRATEGIES, LLC  (the
"Company") does hereby make, constitute and  appoint each  of Roger S. Begelman,
Yvette Kosic, Andrea DeMar,  John M.  O'Rourke,   Felicia J. Rector,  Michael T.
Seeley,  Kevin Treanor,  Ronald L. Christopher and Lauren LoFaro, (and any other
employee of  The Goldman Sachs Group, Inc.  or one  of its affiliates designated
in writing  by  one of the  attorneys-in-fact),  acting  individually,  its true
and lawful attorney, to execute and deliver in it name and on its behalf whether
the Company is acting  individually  or as  representative  of  others,  any and
all filings  required to be  made by  the Company under the Securities  Exchange
Act of 1934, (as amended, the "Act"),  with  respect to securities  which may be
deemed  to be  beneficially  owned  by  the Company  under the Act,  giving  and
granting  unto  each  said  attorney-in-fact  power and authority to act in  the
premises as fully and to all intents and purposes as the Company  might or could
do if personally present by one of its authorized signatories, hereby  ratifying
and confirming all that said attorney-in-fact  shall law fully do or cause to be
done by virtue hereof.

     THIS POWER OF ATTORNEY shall remain  in full force and effect  until either
revoked  in  writing  by  the  undersigned or until  such time as the  person or
persons  to whom power  of attorney  has been  hereby granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.

     IN WITNESS WHEREOF, the undersigned  has duly subscribed these  presents as
of November 30, 2007.



GS INVESTMENT STRATEGIES, LLC



By: /s/ Richard Cundiff
    ----------------------------------------
Name:   Richard Cundiff
Title:  Vice President, Assistant Secretary