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): December 19, 2002

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

          DELAWARE                     0-23494                  35-1778566
        -----------                    -------                  ----------
(State or other jurisdiction         (Commission             (I.R.S. Employer
      of incorporation)             File Number)            Identification No.)

501 Airtech Parkway, Plainfield, Indiana                       46168
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code: (317) 707-2355

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

Item 5.  Other Events

                  On December 19, 2002, Brightpoint North America L.P., a
subsidiary of Brightpoint, Inc. (the "Company"), entered into an amendment to
its October 29, 2001 distribution agreement with Nokia Inc. extending its
distribution agreement with Nokia in the United States through December 31,
2004, subject to earlier termination as provided in the agreement. The amendment
also resulted in certain changes in product order processes and procedures with
Nokia effective for the next six months, which the Company believes will
potentially reduce its inventory carrying costs therefore improving its

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

         (a) - (b) Not Applicable

         (c)   Exhibits.

         99.1  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 thereunto duly authorized.

                              BRIGHTPOINT, INC.

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

Date:  January 15, 2003