Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):September 27, 2002

                                BRIGHTPOINT, INC.
             (Exact name of registrant as specified in its charter)

    Delaware                       0-23494                     35-1778566
    --------                   ----------------              --------------
(State or other                  (Commission                  (IRS Employer
jurisdiction of                  File Number)              Identification No.)

600 East 96th Street, Suite 575, Indianapolis, Indiana 46240
(Address of principal executive offices)             (zip code)

Registrant's telephone number, including area code  (317) 805-4100

 (Former name or former address, if changed since the last report)

Item 5.  Other Events.

On September 27, 2002, the Company through its primary North American operating
subsidiaries, Brightpoint North America L.P. and Wireless Fulfillment Services
LLC, entered into a Second Amendment to the revolving credit facility (the
"Revolver") with a syndicate of lenders led by General Electric Capital
Corporation to amend the Revolver in certain respects, including the amendment
of certain covenants. The Second Amendment to the Revolver in the form attached
hereto as Exhibit 99.1 is incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information
          and Exhibits.

(a)-(b) Not Applicable

(c)       Exhibits.

  99.1 Amendment No. 2 to Credit Agreement dated as of September
          27, 2002
  99.2 Cautionary Statements.


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                         BRIGHTPOINT, INC.

                                         By /s/ Steven E. Fivel
                                            Steven E. Fivel, Executive
                                            Vice President and General Counsel

Dated:  October 2, 2002