<PAGE>   1

     As filed with the Securities and Exchange Commission on September 30, 1997.





                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                            -----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

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



        DELAWARE                                            35-1778566 
  ---------------------                      -----------------------------------
  (State or other jurisdiction               I.R.S. Employer Identification No.)
   of incorporation or organization)

6402 CORPORATE DRIVE, INDIANAPOLIS, INDIANA                 46278   
---------------------------------------------------       ----------  
(Address of principal executive offices)                  (Zip Code)


                            1994 STOCK OPTION PLAN
--------------------------------------------------------------------------------
                           (Full title of the plan)
                                      
     ROBERT J. LAIKIN, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER,
                              BRIGHTPOINT, INC.
               6402 CORPORATE DRIVE, INDIANAPOLIS, INDIANA 46278           
--------------------------------------------------------------------------------
                    (Name and address of agent for service)

                                 (317) 297-6100
                                 --------------
         (Telephone number, including area code, of agent for service)





                                    Copy to:
                            Robert J. Mittman, Esq.
                             Tenzer Greenblatt LLP
                              405 Lexington Avenue
                           New York, New York  10174


        
         The contents of earlier Registration Statements on Form S-8 (File Nos.
33-90926 and 33-90988) are incorporated herein by reference.


                                     -1-
<PAGE>   2

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                Proposed Maximum     Proposed Maximum          Amount of
                                            Amount to be        Aggregate Price     Aggregate Offering     Registration    
 Title of Securities to be Registered        Registered          Per Share (1)           Price(2)               Fee    
 ------------------------------------        -----------             ---------           --------               -------
 <S>                                      <C>                        <C>               <C>                     <C>
 Common Stock, par value $.01 per         1,990,625 shares           $41.12            $81,854,500             $24,804.39
 share (2)
</TABLE>


______________________

(1)      Estimated solely for the purpose of calculating the registration fee
         and, pursuant to Rule 457(c) of the Securities Act of 1933, as
         amended, based upon the average of the high and low prices for the
         Common Stock as quoted on the Nasdaq National Market on September 24,
         1997.

(2)      Pursuant to Rule 416 under the Securities Act of 1933, as amended,
         this registration statement also covers an indeterminate number of
         shares of the registrant's common stock that may be issued pursuant to
         the anti-dilution provisions of the registrant's 1994 Stock Option
         Plan.





                                      -2-
<PAGE>   3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                  Item 3.  Incorporation of Documents by Reference.

                  The following documents previously filed by the registrant
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference in this Registration Statement:

                  (1)  The registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996; 

                  (2)  Amendment No. 1 to the registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1996;

                  (3)  The registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997; 

                  (4)  The registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997. 

                  (5)  The registrant's Current Report on Form 8-K dated August
6, 1997. 

                  (6)  The description of the registrant's common stock, par
value $.01 per share, contained in the registrant's Registration Statement on
Form 8-A declared effective April 7, 1994 and any amendments thereto; and

                  (7)  All documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the respective date of
filing of such documents. Any statement contained in a document incorporated by
reference herein is modified or superseded for all purposes to the extent that a
statement contained in this Registration Statement or in any other subsequently
filed document which is incorporated by reference modifies or replaces such
statement. 


                  Item 5.  Interests of Named Experts and Counsel

          A partner of Tenzer Greenblatt LLP holds options to purchase 9,375
shares of the registrant's common stock at an exercise price of $19.40 per
share.




                                     -3-
<PAGE>   4
              Item 6. Indemnification of Directors and Officers.

                Section 145 of the General Corporation Law of the State of
Delaware provides for the indemnification of officers and directors under
certain circumstances against expenses incurred in successfully defending
against a claim and authorizes Delaware corporations to indemnify their officers
and directors under certain circumstances against expenses and liabilities
incurred in legal proceedings involving such persons because of their being or
having been an officer or director.

                Section 102(b) of the Delaware General Corporation Law permits
a corporation, by so providing in its certificate of incorporation, to
eliminate or limit director's liability to the corporation and its stockholders
for monetary damages arising out of certain alleged breaches of their fiduciary
duty. Section 102(b)(7) provides that no such limitation of liability may
affect a director's liability with respect to any of the following: (i)
breaches of the director's duty of loyalty to the corporation or its
stockholders; (ii) acts or omissions not made in good faith or which involve
intentional misconduct of knowing violations of law; (iii) liability for
dividends paid or stock repurchased or redeemed in violation of the Delaware
General Corporation Law; or (iv) any transaction from which the director
derived an improper personal benefit. Section 102(b)(7) does not authorize any
limitation on the ability of the corporation or its stockholders to obtain
injunctive relief, specific performance or other equitable relief against
directors.

                Article TENTH of the registrant's Certificate of Incorporation
provides that no director shall be personally liable to the registrant or any of
its stockholders for monetary damages for breach of fiduciary duty as a director
except to the extent such elimination or limitation is prohibited by the
Delaware General Corporation Law. In addition, Article NINTH of the registrant's
Certificate of Incorporation and Article XX of the By-Laws of the registrant
provide in substance that, to the fullest extent permitted by Delaware law, each
director and officer shall be indemnified by the registrant against reasonable
costs and expenses, including attorneys fees, and any liabilities which may be
incurred in connection with any action to which he may be made a party by reason
of having been a director or officer of the registrant. The indemnification
provided by the registrant's By-Laws is not deemed exclusive of or in any way
to limit any other rights which any person seeking indemnification may be
entitled.




                                     -4-
<PAGE>   5

                         Item 8.  Exhibits.

<TABLE>
<CAPTION>
Exhibit No.                                     Description
-----------                                     -----------
<S>                                       <C>
    4.1                                   Common Stock Certificate (1) 
        
    5                                     Opinion of Tenzer Greenblatt LLP
        
    23.1                                  Consent of Ernst & Young LLP
        
    23.2                                  Consent of Coopers & Lybrand L.L.P.
        
    23.3                                  Consent of Tenzer Greenblatt LLP 
                                          (included in Exhibit 5)
        
    24.1                                  Powers of Attorney (included on 
                                          Page 8 of this Registration Statement)
</TABLE>


(1)  Filed as an exhibit to the registrant's registration statement on Form S-1
(33-75148) and incorporated by reference thereto.


                 Item 9.  Undertakings.

                 (a)  The undersigned registrant hereby undertakes:

                      (1)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration Statement:

                (i)    to include any prospectus required by Section 10(a)(3)
                       of the Securities Act of 1933;

               (ii)    to reflect in the Prospectus any facts or events arising
                       after the effective date of the prospectus (or the most
                       recent post-effective amendments thereto) which,
                       individually or in the aggregate, represent a
                       fundamental change in the information set forth in the
                       registration statement.  Notwithstanding the foregoing,
                       any increase or decrease in volume of securities offered
                       (if the total dollar value of securities offered would
                       not exceed that which was registered) and any deviation
                       from the low or high end of the  estimated maximum
                       offering range may be reflected in the form of
                       prospectus filed with the Securities and Exchange
                       Commission (the "Commission") pursuant to Rule 424(b)
                       if, in the aggregate, the changes in volume and prices
                       represent no more than 20 percent change in the maximum
                       aggregate offering price set forth in the



                                     -5-

<PAGE>   6

               "Calculation of Registration Fee" table in the effective
               registration statement; and
          
                (iii) to include any material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement. 
          
               Provided, however, that paragraphs(a)(1)(i) and (a)(1)(ii) do not
               apply if the information required to be filed with a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed with or furnished to the Commission by the
               registrant pursuant to Section 13 or 15(d) of the Securities
               Exchange Act of 1934 that are incorporated by reference in the
               registration statement.

                       (2)  that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                       (3)  to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

                   (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                   (c)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the 




                                     -6-
<PAGE>   7

registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.


                                     -7-


<PAGE>   8

                        SIGNATURES AND POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Indianapolis, State of Indiana, on the 30th 
day of September, 1997.

                              BRIGHTPOINT, INC.

                        By: /s/ Robert J. Laikin,
                           ----------------------------
                              Robert J. Laikin,
                            Chairman of the Board
                             and Chief Executive
                                   Officer



         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert J. Laikin and J.  Mark Howell,
jointly and severally, as his true and lawful attorney-in-fact and agent, each
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each said attorney-in-fact
or agent or substitute lawfully does or causes to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-8 has been signed below by the
following persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
      Signature                          Title                                       Date


<S>                               <C>                                             <C>         
/s/ Robert J. Laikin              Director, Chairman                              September 30, 1997
--------------------                 of the Board and Chief                                         
Robert J. Laikin                     Executive Officer      
                                     (Principal Executive   
                                     Officer)               
                                                            


/s/ J. Mark Howell                Director, President and                         September 30, 1997
--------------------                 Chief Operating Officer                                                               
J. Mark Howell                       



/s/ Phillip A. Bounsall           Executive Vice President,                       September 30, 1997
-----------------------              Chief Financial Officer                                        
Phillip A. Bounsall                  (Principal Financial    
                                     Officer)                
                                                             


/s/ T. Scott Housefield           Director, Executive Vice                        September 30, 1997
-----------------------              President 
T. Scott Housefield                 
                                     
                                                              

/s/ John P. Delaney               Vice President, Corporate                       September 30, 1997
--------------------                 Controller (Principal                                          
John P. Delaney                      Accounting Officer)  
                                                          
</TABLE>


                                     -8-


<PAGE>   9




<TABLE>
<CAPTION>

Signature                                Title                                                Date

<S>                               <C>                                             <C>         
/s/ John W. Adams                     Director                                        September 30, 1997
--------------------                                                                                
John W. Adams


/s/ Robert F. Wagner                  Director                                        September 30, 1997
--------------------                                                                                
Robert F. Wagner


/s/ Stephen H. Simon                  Director                                        September 30, 1997
--------------------                                                                                
Stephen H. Simon


                                      Director                                        September   , 1997
--------------------                                                                                
Rollin M. Dick


                                      Director                                        September   , 1997
--------------------                                                                                
Steven B. Sands
</TABLE>



                                     -9-

<PAGE>   10

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.                          Description
-----------                          -----------
<S>                          <C>
    4.1                      Common Stock Certificate (1)
  
    5                        Opinion of Tenzer Greenblatt LLP
  
    23.1                     Consent of Ernst & Young LLP
  
    23.2                     Consent of Coopers & Lybrand L.L.P.
  
    23.3                     Consent of Tenzer Greenblatt LLP (included in
                             Exhibit 5) 
  
    24.1                     Powers of Attorney (included on Page 8 of this
                             Registration Statement) 
</TABLE>

___________________

(1)  Filed as an exhibit to the registrant's registration
statement on Form S-1 (33-75148) and incorporated by reference
thereto.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20907}]
{"company-data": {"conformed-name": "BRIGHTPOINT INC", "cik": "0000918946", "assigned-sic": "5065", "irs-number": "351778566", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36823", "film-number": "97688822"}, "business-address": {"street1": "6402 CORPORATE DR", "city": "INDIANAPOLIS", "state": "IN", "zip": "46278", "phone": "3172976100"}, "mail-address": {"street1": "6402 CORPORATE DR", "city": "INDIANAPOLIS", "state": "IN", "zip": "46278"}, "former-company": {"former-conformed-name": "WHOLESALE CELLULAR USA INC", "date-changed": "19940211"}}
1

     As filed with the Securities and Exchange Commission on September 30, 1997.

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                            -----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

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

        DELAWARE                                            35-1778566 
  ---------------------                      -----------------------------------
  (State or other jurisdiction               I.R.S. Employer Identification No.)
   of incorporation or organization)

6402 CORPORATE DRIVE, INDIANAPOLIS, INDIANA                 46278   
---------------------------------------------------       ----------  
(Address of principal executive offices)                  (Zip Code)

                            1994 STOCK OPTION PLAN
--------------------------------------------------------------------------------
                           (Full title of the plan)
                                      
     ROBERT J. LAIKIN, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER,
                              BRIGHTPOINT, INC.
               6402 CORPORATE DRIVE, INDIANAPOLIS, INDIANA 46278           
--------------------------------------------------------------------------------
                    (Name and address of agent for service)

                                 (317) 297-6100
                                 --------------
         (Telephone number, including area code, of agent for service)

                                    Copy to:
                            Robert J. Mittman, Esq.
                             Tenzer Greenblatt LLP
                              405 Lexington Avenue
                           New York, New York  10174

        
         The contents of earlier Registration Statements on Form S-8 (File Nos.
33-90926 and 33-90988) are incorporated herein by reference.

                                     -1-
2

                        CALCULATION OF REGISTRATION FEE
Proposed Maximum     Proposed Maximum          Amount of
                                            Amount to be        Aggregate Price     Aggregate Offering     Registration    
 Title of Securities to be Registered        Registered          Per Share (1)           Price(2)               Fee    
 ------------------------------------        -----------             ---------           --------               -------
Common Stock, par value $.01 per         1,990,625 shares           $41.12            $81,854,500             $24,804.39
 share (2)
______________________

(1)      Estimated solely for the purpose of calculating the registration fee
         and, pursuant to Rule 457(c) of the Securities Act of 1933, as
         amended, based upon the average of the high and low prices for the
         Common Stock as quoted on the Nasdaq National Market on September 24,
         1997.

(2)      Pursuant to Rule 416 under the Securities Act of 1933, as amended,
         this registration statement also covers an indeterminate number of
         shares of the registrant's common stock that may be issued pursuant to
         the anti-dilution provisions of the registrant's 1994 Stock Option
         Plan.

                                      -2-
3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                  Item 3.  Incorporation of Documents by Reference.

                  The following documents previously filed by the registrant
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference in this Registration Statement:

                  (1)  The registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996; 

                  (2)  Amendment No. 1 to the registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1996;

                  (3)  The registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997; 

                  (4)  The registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997. 

                  (5)  The registrant's Current Report on Form 8-K dated August
6, 1997. 

                  (6)  The description of the registrant's common stock, par
value $.01 per share, contained in the registrant's Registration Statement on
Form 8-A declared effective April 7, 1994 and any amendments thereto; and

                  (7)  All documents subsequently filed by the registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the respective date of
filing of such documents. Any statement contained in a document incorporated by
reference herein is modified or superseded for all purposes to the extent that a
statement contained in this Registration Statement or in any other subsequently
filed document which is incorporated by reference modifies or replaces such
statement. 

                  Item 5.  Interests of Named Experts and Counsel

          A partner of Tenzer Greenblatt LLP holds options to purchase 9,375
shares of the registrant's common stock at an exercise price of $19.40 per
share.

                                     -3-
4
              Item 6. Indemnification of Directors and Officers.

                Section 145 of the General Corporation Law of the State of
Delaware provides for the indemnification of officers and directors under
certain circumstances against expenses incurred in successfully defending
against a claim and authorizes Delaware corporations to indemnify their officers
and directors under certain circumstances against expenses and liabilities
incurred in legal proceedings involving such persons because of their being or
having been an officer or director.

                Section 102(b) of the Delaware General Corporation Law permits
a corporation, by so providing in its certificate of incorporation, to
eliminate or limit director's liability to the corporation and its stockholders
for monetary damages arising out of certain alleged breaches of their fiduciary
duty. Section 102(b)(7) provides that no such limitation of liability may
affect a director's liability with respect to any of the following: (i)
breaches of the director's duty of loyalty to the corporation or its
stockholders; (ii) acts or omissions not made in good faith or which involve
intentional misconduct of knowing violations of law; (iii) liability for
dividends paid or stock repurchased or redeemed in violation of the Delaware
General Corporation Law; or (iv) any transaction from which the director
derived an improper personal benefit. Section 102(b)(7) does not authorize any
limitation on the ability of the corporation or its stockholders to obtain
injunctive relief, specific performance or other equitable relief against
directors.

                Article TENTH of the registrant's Certificate of Incorporation
provides that no director shall be personally liable to the registrant or any of
its stockholders for monetary damages for breach of fiduciary duty as a director
except to the extent such elimination or limitation is prohibited by the
Delaware General Corporation Law. In addition, Article NINTH of the registrant's
Certificate of Incorporation and Article XX of the By-Laws of the registrant
provide in substance that, to the fullest extent permitted by Delaware law, each
director and officer shall be indemnified by the registrant against reasonable
costs and expenses, including attorneys fees, and any liabilities which may be
incurred in connection with any action to which he may be made a party by reason
of having been a director or officer of the registrant. The indemnification
provided by the registrant's By-Laws is not deemed exclusive of or in any way
to limit any other rights which any person seeking indemnification may be
entitled.

                                     -4-
5

                         Item 8.  Exhibits.
Exhibit No.                                     Description
-----------                                     -----------
4.1                                   Common Stock Certificate (1) 
        
    5                                     Opinion of Tenzer Greenblatt LLP
        
    23.1                                  Consent of Ernst & Young LLP
        
    23.2                                  Consent of Coopers & Lybrand L.L.P.
        
    23.3                                  Consent of Tenzer Greenblatt LLP 
                                          (included in Exhibit 5)
        
    24.1                                  Powers of Attorney (included on 
                                          Page 8 of this Registration Statement)
(1)  Filed as an exhibit to the registrant's registration statement on Form S-1
(33-75148) and incorporated by reference thereto.

                 Item 9.  Undertakings.

                 (a)  The undersigned registrant hereby undertakes:

                      (1)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration Statement:

                (i)    to include any prospectus required by Section 10(a)(3)
                       of the Securities Act of 1933;

               (ii)    to reflect in the Prospectus any facts or events arising
                       after the effective date of the prospectus (or the most
                       recent post-effective amendments thereto) which,
                       individually or in the aggregate, represent a
                       fundamental change in the information set forth in the
                       registration statement.  Notwithstanding the foregoing,
                       any increase or decrease in volume of securities offered
                       (if the total dollar value of securities offered would
                       not exceed that which was registered) and any deviation
                       from the low or high end of the  estimated maximum
                       offering range may be reflected in the form of
                       prospectus filed with the Securities and Exchange
                       Commission (the "Commission") pursuant to Rule 424(b)
                       if, in the aggregate, the changes in volume and prices
                       represent no more than 20 percent change in the maximum
                       aggregate offering price set forth in the

                                     -5-
6

               "Calculation of Registration Fee" table in the effective
               registration statement; and
          
                (iii) to include any material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement. 
          
               Provided, however, that paragraphs(a)(1)(i) and (a)(1)(ii) do not
               apply if the information required to be filed with a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed with or furnished to the Commission by the
               registrant pursuant to Section 13 or 15(d) of the Securities
               Exchange Act of 1934 that are incorporated by reference in the
               registration statement.

                       (2)  that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                       (3)  to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

                   (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                   (c)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the 

                                     -6-
7

registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                     -7-
8

                        SIGNATURES AND POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Indianapolis, State of Indiana, on the 30th 
day of September, 1997.

                              BRIGHTPOINT, INC.

                        By: /s/ Robert J. Laikin,
                           ----------------------------
                              Robert J. Laikin,
                            Chairman of the Board
                             and Chief Executive
                                   Officer

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert J. Laikin and J.  Mark Howell,
jointly and severally, as his true and lawful attorney-in-fact and agent, each
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each said attorney-in-fact
or agent or substitute lawfully does or causes to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement on Form S-8 has been signed below by the
following persons in the capacities and on the dates indicated:
Signature                          Title                                       Date
/s/ Robert J. Laikin              Director, Chairman                              September 30, 1997
--------------------                 of the Board and Chief                                         
Robert J. Laikin                     Executive Officer      
                                     (Principal Executive   
                                     Officer)               
                                                            

/s/ J. Mark Howell                Director, President and                         September 30, 1997
--------------------                 Chief Operating Officer                                                               
J. Mark Howell                       

/s/ Phillip A. Bounsall           Executive Vice President,                       September 30, 1997
-----------------------              Chief Financial Officer                                        
Phillip A. Bounsall                  (Principal Financial    
                                     Officer)                
                                                             

/s/ T. Scott Housefield           Director, Executive Vice                        September 30, 1997
-----------------------              President 
T. Scott Housefield                 
                                     
                                                              

/s/ John P. Delaney               Vice President, Corporate                       September 30, 1997
--------------------                 Controller (Principal                                          
John P. Delaney                      Accounting Officer)
-8-
9
Signature                                Title                                                Date
/s/ John W. Adams                     Director                                        September 30, 1997
--------------------                                                                                
John W. Adams

/s/ Robert F. Wagner                  Director                                        September 30, 1997
--------------------                                                                                
Robert F. Wagner

/s/ Stephen H. Simon                  Director                                        September 30, 1997
--------------------                                                                                
Stephen H. Simon

                                      Director                                        September   , 1997
--------------------                                                                                
Rollin M. Dick

                                      Director                                        September   , 1997
--------------------                                                                                
Steven B. Sands
-9-
10

                               INDEX TO EXHIBITS
Exhibit No.                          Description
-----------                          -----------
4.1                      Common Stock Certificate (1)
  
    5                        Opinion of Tenzer Greenblatt LLP
  
    23.1                     Consent of Ernst & Young LLP
  
    23.2                     Consent of Coopers & Lybrand L.L.P.
  
    23.3                     Consent of Tenzer Greenblatt LLP (included in
                             Exhibit 5) 
  
    24.1                     Powers of Attorney (included on Page 8 of this
                             Registration Statement)
___________________

(1)  Filed as an exhibit to the registrant's registration
statement on Form S-1 (33-75148) and incorporated by reference
thereto.