<PAGE>
   As filed with the Securities and Exchange Commission on September _, 2004.
                              Registration No. 333-


                       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)

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


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

                 Brightpoint, Inc. 2004 Long-Term Incentive Plan
                 -----------------------------------------------
                            (Full title of the plan)

        Robert J. Laikin, Chairman of the Board, Chief Executive Officer
                                Brightpoint, Inc.
                               501 Airtech Parkway
                            Plainfield, Indiana 46168
                     (Name and address of agent for service)

                                 (317) 707-2355
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

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


<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                             Proposed
                                                             Maximum            Proposed
                                                             Aggregate          Maximum
Title of Securities to           Amount to be                Offering Price     Aggregate                   Amount of
be Registered                    Registered (1)              Per Share(2)       Offering Price (2)          Registration Fee
-------------                    --------------              ------------       ------------------          ----------------
<S>                             <C>                         <C>                <C>                         <C>
Common Stock, par               1,500,000 shares             $13.51              $20,265,000                 $2,567.58
value $.01 per share
Preferred Stock                         (3)                     (3)                   (3)                       (3)
Purchase Rights
</TABLE>

         (1) In addition, pursuant to Rule 416 under the Securities Act of 1933
(the "Securities Act"), this registration statement also registers an
indeterminate number of shares of the Registrant's common stock which may become
issuable pursuant to the anti-dilution provisions of the Registrant's 2004
Long-Term Incentive Plan (the "Plan").

         (2) Calculated solely for the purpose of determining the registration
fee pursuant to Rule 457 under the Securities Act, based upon the average of the
high and low sales prices of the Registrant's common stock as reported by Nasdaq
on September 1, 2004.

         (3) The Registration Statement also covers rights to purchase shares of
a Series A Preferred Stock, no stated value, which are attached to and trade
with the Common Stock. No additional considerations will be received by
Registrant for the rights registered hereby.



<PAGE>




                                     PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

         * Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.

                                     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.       Annual Report on Form 10-K for the fiscal year ended December
                  31, 2003.

         2.       Quarterly Report on Form 10-Q for the quarter ended June 30,
                  2004.

         3.       Quarterly Report on Form 10-Q for the quarter ended March 31,
                  2004.

         4.       Current Report on Form 8-K for the event dated February 5,
                  2004.

         5.       Amendment to Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2002.

         6.       Amendment to Quarterly Report on Form 10-Q for the quarter
                  ended September 30, 2003.

         7.       Current Report on Form 8-K for the event dated March 18, 2004.

         8.       Current Report on Form 8-K for the event dated April 12, 2004.

         9.       Certification of Termination of Registration on Form 15 dated
                  May 11, 2004.

         10.      Current Report on Form 8-K for the event dated June 3, 2004.

         11.      Current Report on Form 8-K for the event dated June 4, 2004.

         12.      The description of the registrant's common stock contained in
                  its Registration Statement on Form 8-A together with any
                  amendment or report filed with the Securities and Exchange
                  Commission for the purpose of updating this description.


<PAGE>





         13.      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.

         Any reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed documents which also is incorporated
or deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable

Item 6.  Indemnification of Directors and Officers.

         The Indiana Business Corporation Law ("IBCL") provide that a
         corporation may indemnify any individual made a party to a proceeding
         (including a proceeding by or in the right of the corporation) because
         the individual is or was a director, officer, employee or agent of the
         corporation against liability incurred in the proceeding if the
         individual acted in good faith and reasonably believed (i) in the case
         of conduct in the individual's official capacity with the corporation,
         that the individual's conduct was in the corporation's best interests
         and (ii) in all other cases, that the individual's conduct was at least
         not opposed to the corporation's best interests. In the case of any
         criminal proceeding, the individual must have also had either
         reasonable cause to believe the conduct was lawful or no reasonable
         cause to believe that it was unlawful. In addition, Section 23-1-37-9
         and Section 23-1-37-13 provide that a corporation, unless limited by
         its articles of incorporation, must indemnity a director or officer who
         was wholly successful in the defense of any proceeding to which the
         director or officer was a party because the director or officer is or
         was a director or officer of the corporation against reasonable
         expenses incurred by the director or officer in connection with the
         proceeding.

         Section 23-1-35-1(e) of the IBCL provides that a director is not liable
         for any action taken as a director, or any failure to act, unless the
         director has breached or failed to perform the duties of the director's
         office in compliance with Section 23-1-35-1 and the breach or failure
         to perform constitutes willful misconduct or recklessness. Subject to
         this standard, Section 23-1-35- 4 provides that a director who votes or
         assents to distributions in violation of the IBCL or the articles of
         incorporation is personally liable to the corporation for the amount of
         the illegal distribution and is entitled to contribution from the other
         directors who voted for or assented to such distribution and the
         shareholders who received the distribution.


<PAGE>


         Article VI of the registrant's Articles of Incorporation outlines the
         necessary factors for compliance with Section 23-1-35-1 of the IBCL. In
         addition, Article VII of the registrant's Articles of Incorporation and
         Article XX of the By-Laws of the registrant provide in substance that,
         to the fullest extent permitted by Indiana 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.

         The registrant has also entered into certain agreements wherein it has
         agreed, subject to certain limitations, to indemnify its officers and
         directors for judgments, fines, assessments, interest and other charges
         they may incur as a party, witness or other participant in any
         threatened, pending or completed actions, suits or proceeding by reason
         of their acting as an officer, director, employee or agent of the
         registrant or any of its subsidiaries, provided that the indemnified
         party acted in good faith in a manner such person believed to be in or
         not opposed to the best interests of the registrant and, with respect
         to certain matters, had no reasonable cause to believe that his conduct
         was unlawful. The agreements also provide that upon a "change of
         control" of the registrant, as defined in the agreements, the
         registrant will be required to designate and set aside certain funds
         for possible future payments of the indemnified parties pursuant to the
         agreements.

         Insofar as indemnification for liabilities arising under the Securities
         Act 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 Securities Act and is, therefore, unenforceable.

         The Registrant maintains directors' and officers' liability insurance,
         the effect of which is to indemnify directors and officers of
         Registrant and its subsidiaries against certain losses.

Item 7.  Exemption from Registration Claimed.

                  Not Applicable.

Item 8.  Exhibits.

         Exhibit No.     Description

         5               Opinion of Baker & Daniels

         23.1            Consent of Ernst & Young LLP

         23.2            Consent of Baker & Daniels (included in Exhibit 5)

         24.1            Power of Attorney (included on the Signature Page of
                         this Registration Statement)


<PAGE>





                                   SIGNATURES

         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 for 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 Plainfield, state of Indiana, on the day of September
2004.

                                          BRIGHTPOINT, INC.


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

         Each person whose signature appears below authorizes each of Robert J.
Laikin and J. Mark Howell, or either of them acting individually, as his true
and lawful attorney-in-fact, each with full power of substitution, to sign the
Registration Statement on Form S-8 of Brightpoint, Inc. including any and all
pre-effective and post-effective amendments, in the name and on behalf of each
such person, individually and in each capacity stated below, and to file the
same, with exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
                   Signature                                        Title                                   Date
                   ---------                                        -----                                   ----

<S>                                             <C>                                                 <C>
/s/ ROBERT J. LAIKIN                            Chairman of the Board and Chief                           September 2, 2004
-----------------------------                   Executive Officer
Robert J. Laikin

/s/ J. MARK HOWELL                              President                                                 September 2, 2004
-----------------------------
J. Mark Howell

/s/ FRANK TERENCE                               Chief Financial Officer and Treasurer                     September 2, 2004
-----------------------------                   (Principal Financial Officer)
Frank Terence

/s/ LISA M. KELLEY                              Senior Vice President, Corporate Controller               September 2, 2004
-----------------------------                   and Chief Accounting Officer
Lisa M. Kelley

/s/ CATHERINE M. DALTON                         Director                                                  September 2, 2004
-----------------------------
Catherine M. Dalton

/s/ ELIZA HERMANN                               Director                                                  September 2, 2004
-----------------------------
Eliza Hermann

/s/ V. WILLIAM HUNT                             Director                                                  September 2, 2004
-----------------------------
V. William Hunt

/s/ MARISA E. PRATT                             Director                                                  September 2, 2004
-----------------------------
Marisa E. Pratt

/s/ RICHARD W. ROEDEL                           Director                                                  September 2, 2004
-----------------------------
Richard W. Roedel

/s/ JERRE L. STEAD                              Director                                                  September 2, 2004
-----------------------------
Jerre L. Stead

/s/ STEPHEN H. SIMON                            Director                                                  September 2, 2004
-----------------------------
Stephen H. Simon

/s/ ROBERT F. WAGNER                            Director                                                  September 2, 2004
-----------------------------
Robert F. Wagner
</TABLE>


<PAGE>




                                  Exhibit Index


Exhibit No.                                  Description

5                         Opinion of Baker & Daniels
23.1                      Consent of Ernst & Young LLP
23.2                      Consent of Baker & Daniels (included in Exhibit 5)
24.1                      Power of Attorney (included on Signature Page of the
                          Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "c87948sv8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18158}]
{"company-data": {"conformed-name": "BRIGHTPOINT INC", "cik": "0000918946", "assigned-sic": "5065", "irs-number": "351778566", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118769", "film-number": "041014532"}, "business-address": {"street1": "501 AIRTECH PARKWAY", "city": "PLAINFIELD", "state": "IN", "zip": "46168", "phone": "317-707-2520"}, "mail-address": {"street1": "501 AIRTECH PARKWAY", "city": "PLAINFIELD", "state": "IN", "zip": "46168"}, "former-company": [{"former-conformed-name": "BRIGHTPOINT  INC", "date-changed": "20020201"}, {"former-conformed-name": "BRIGHTPOINT INC", "date-changed": "19950920"}, {"former-conformed-name": "WHOLESALE CELLULAR USA INC", "date-changed": "19940211"}]}
As filed with the Securities and Exchange Commission on September _, 2004.
                              Registration No. 333-

                       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)

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

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

                 Brightpoint, Inc. 2004 Long-Term Incentive Plan
                 -----------------------------------------------
                            (Full title of the plan)

        Robert J. Laikin, Chairman of the Board, Chief Executive Officer
                                Brightpoint, Inc.
                               501 Airtech Parkway
                            Plainfield, Indiana 46168
                     (Name and address of agent for service)

                                 (317) 707-2355
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Robert J. Mittman, Esq.
                                 Blank Rome LLP
                              405 Lexington Avenue
                            New York, New York 10174
CALCULATION OF REGISTRATION FEE
Proposed
                                                             Maximum            Proposed
                                                             Aggregate          Maximum
Title of Securities to           Amount to be                Offering Price     Aggregate                   Amount of
be Registered                    Registered (1)              Per Share(2)       Offering Price (2)          Registration Fee
-------------                    --------------              ------------       ------------------          ----------------
Common Stock, par               1,500,000 shares             $13.51              $20,265,000                 $2,567.58
value $.01 per share
Preferred Stock                         (3)                     (3)                   (3)                       (3)
Purchase Rights
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933
(the "Securities Act"), this registration statement also registers an
indeterminate number of shares of the Registrant's common stock which may become
issuable pursuant to the anti-dilution provisions of the Registrant's 2004
Long-Term Incentive Plan (the "Plan").

         (2) Calculated solely for the purpose of determining the registration
fee pursuant to Rule 457 under the Securities Act, based upon the average of the
high and low sales prices of the Registrant's common stock as reported by Nasdaq
on September 1, 2004.

         (3) The Registration Statement also covers rights to purchase shares of
a Series A Preferred Stock, no stated value, which are attached to and trade
with the Common Stock. No additional considerations will be received by
Registrant for the rights registered hereby.
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

         * Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.

                                     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.       Annual Report on Form 10-K for the fiscal year ended December
                  31, 2003.

         2.       Quarterly Report on Form 10-Q for the quarter ended June 30,
                  2004.

         3.       Quarterly Report on Form 10-Q for the quarter ended March 31,
                  2004.

         4.       Current Report on Form 8-K for the event dated February 5,
                  2004.

         5.       Amendment to Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2002.

         6.       Amendment to Quarterly Report on Form 10-Q for the quarter
                  ended September 30, 2003.

         7.       Current Report on Form 8-K for the event dated March 18, 2004.

         8.       Current Report on Form 8-K for the event dated April 12, 2004.

         9.       Certification of Termination of Registration on Form 15 dated
                  May 11, 2004.

         10.      Current Report on Form 8-K for the event dated June 3, 2004.

         11.      Current Report on Form 8-K for the event dated June 4, 2004.

         12.      The description of the registrant's common stock contained in
                  its Registration Statement on Form 8-A together with any
                  amendment or report filed with the Securities and Exchange
                  Commission for the purpose of updating this description.
13.      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.

         Any reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed documents which also is incorporated
or deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable

Item 6.  Indemnification of Directors and Officers.

         The Indiana Business Corporation Law ("IBCL") provide that a
         corporation may indemnify any individual made a party to a proceeding
         (including a proceeding by or in the right of the corporation) because
         the individual is or was a director, officer, employee or agent of the
         corporation against liability incurred in the proceeding if the
         individual acted in good faith and reasonably believed (i) in the case
         of conduct in the individual's official capacity with the corporation,
         that the individual's conduct was in the corporation's best interests
         and (ii) in all other cases, that the individual's conduct was at least
         not opposed to the corporation's best interests. In the case of any
         criminal proceeding, the individual must have also had either
         reasonable cause to believe the conduct was lawful or no reasonable
         cause to believe that it was unlawful. In addition, Section 23-1-37-9
         and Section 23-1-37-13 provide that a corporation, unless limited by
         its articles of incorporation, must indemnity a director or officer who
         was wholly successful in the defense of any proceeding to which the
         director or officer was a party because the director or officer is or
         was a director or officer of the corporation against reasonable
         expenses incurred by the director or officer in connection with the
         proceeding.

         Section 23-1-35-1(e) of the IBCL provides that a director is not liable
         for any action taken as a director, or any failure to act, unless the
         director has breached or failed to perform the duties of the director's
         office in compliance with Section 23-1-35-1 and the breach or failure
         to perform constitutes willful misconduct or recklessness. Subject to
         this standard, Section 23-1-35- 4 provides that a director who votes or
         assents to distributions in violation of the IBCL or the articles of
         incorporation is personally liable to the corporation for the amount of
         the illegal distribution and is entitled to contribution from the other
         directors who voted for or assented to such distribution and the
         shareholders who received the distribution.
Article VI of the registrant's Articles of Incorporation outlines the
         necessary factors for compliance with Section 23-1-35-1 of the IBCL. In
         addition, Article VII of the registrant's Articles of Incorporation and
         Article XX of the By-Laws of the registrant provide in substance that,
         to the fullest extent permitted by Indiana 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.

         The registrant has also entered into certain agreements wherein it has
         agreed, subject to certain limitations, to indemnify its officers and
         directors for judgments, fines, assessments, interest and other charges
         they may incur as a party, witness or other participant in any
         threatened, pending or completed actions, suits or proceeding by reason
         of their acting as an officer, director, employee or agent of the
         registrant or any of its subsidiaries, provided that the indemnified
         party acted in good faith in a manner such person believed to be in or
         not opposed to the best interests of the registrant and, with respect
         to certain matters, had no reasonable cause to believe that his conduct
         was unlawful. The agreements also provide that upon a "change of
         control" of the registrant, as defined in the agreements, the
         registrant will be required to designate and set aside certain funds
         for possible future payments of the indemnified parties pursuant to the
         agreements.

         Insofar as indemnification for liabilities arising under the Securities
         Act 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 Securities Act and is, therefore, unenforceable.

         The Registrant maintains directors' and officers' liability insurance,
         the effect of which is to indemnify directors and officers of
         Registrant and its subsidiaries against certain losses.

Item 7.  Exemption from Registration Claimed.

                  Not Applicable.

Item 8.  Exhibits.

         Exhibit No.     Description

         5               Opinion of Baker & Daniels

         23.1            Consent of Ernst & Young LLP

         23.2            Consent of Baker & Daniels (included in Exhibit 5)

         24.1            Power of Attorney (included on the Signature Page of
                         this Registration Statement)
SIGNATURES

         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 for 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 Plainfield, state of Indiana, on the day of September
2004.

                                          BRIGHTPOINT, INC.

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

         Each person whose signature appears below authorizes each of Robert J.
Laikin and J. Mark Howell, or either of them acting individually, as his true
and lawful attorney-in-fact, each with full power of substitution, to sign the
Registration Statement on Form S-8 of Brightpoint, Inc. including any and all
pre-effective and post-effective amendments, in the name and on behalf of each
such person, individually and in each capacity stated below, and to file the
same, with exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                        Title                                   Date
                   ---------                                        -----                                   ----
/s/ ROBERT J. LAIKIN                            Chairman of the Board and Chief                           September 2, 2004
-----------------------------                   Executive Officer
Robert J. Laikin

/s/ J. MARK HOWELL                              President                                                 September 2, 2004
-----------------------------
J. Mark Howell

/s/ FRANK TERENCE                               Chief Financial Officer and Treasurer                     September 2, 2004
-----------------------------                   (Principal Financial Officer)
Frank Terence

/s/ LISA M. KELLEY                              Senior Vice President, Corporate Controller               September 2, 2004
-----------------------------                   and Chief Accounting Officer
Lisa M. Kelley

/s/ CATHERINE M. DALTON                         Director                                                  September 2, 2004
-----------------------------
Catherine M. Dalton

/s/ ELIZA HERMANN                               Director                                                  September 2, 2004
-----------------------------
Eliza Hermann

/s/ V. WILLIAM HUNT                             Director                                                  September 2, 2004
-----------------------------
V. William Hunt

/s/ MARISA E. PRATT                             Director                                                  September 2, 2004
-----------------------------
Marisa E. Pratt

/s/ RICHARD W. ROEDEL                           Director                                                  September 2, 2004
-----------------------------
Richard W. Roedel

/s/ JERRE L. STEAD                              Director                                                  September 2, 2004
-----------------------------
Jerre L. Stead

/s/ STEPHEN H. SIMON                            Director                                                  September 2, 2004
-----------------------------
Stephen H. Simon

/s/ ROBERT F. WAGNER                            Director                                                  September 2, 2004
-----------------------------
Robert F. Wagner
Exhibit Index

Exhibit No.                                  Description

5                         Opinion of Baker & Daniels
23.1                      Consent of Ernst & Young LLP
23.2                      Consent of Baker & Daniels (included in Exhibit 5)
24.1                      Power of Attorney (included on Signature Page of the
                          Registration Statement)