UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No 5)
ACT TELECONFERENCING INC
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
000955104
(CUSIP Number)
February 8, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d- 1(b)
[x] 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).
CUSIP No. 000955104
1. Names of Reporting Persons. I.R.S. Identification Nos.
of above persons (entities only).
BARRON PARTNERS LP
431981699
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) X
3. SEC Use Only
............................................................
............
............................................................
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4. Citizenship or Place of Organization
United States, Incorporated in Delaware
Number of Shares 5 Sole Voting Power
Beneficially
Owned by Each 940,109
Reporting
Person 6 Shared Voting Power
With none
7 Sole Dispositive Power
940,109
8 Shared Dispositive Power
none
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
940,109
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
N/A
11. Percent of Class Represented by Amount in Row (9)
5.7%
12. Type of Reporting Person (See Instructions)
PN
Item 1.
(a) Name of Issuer
ACT TELECONFERENCING INC
(b) Address of Issuer's Principal Executive Offices
526 Cole Blvd., Suite 300
Golden, CO 80401
Item 2.
(a) Name of Person Filing
Barron Partners LP
(b) Address of Principal Business Office or, if none,
Residence
730 Fifth Avenue, 9th Floor
New York, NY 10019
(c) Citizenship
United States of America, Incorporated in Delaware
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
000955104
Item 3. If this statement is filed pursuant to 240.13dm 1(b)
or 240.13d-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 undersection 8 of
the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E);
(f [ ] An employee benefit plan or endowment fund in
accordance with 240.13d- 1(b)(1)(ii)(F);
(g ) [ ] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined inSection 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 240.13d 1(b)(1)(ii)(J).
Item 4 Ownership.
The holdings reported herein are stated as of February 8,
2005
(a) Amount beneficially owned: 940,109
(b) Percent of class: 5.7%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 940,109
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition
of: 940,109
(iv) Shared power to dispose or to direct the disposition
of: 0
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
N/A
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company or Control Person.
N/A
Item 8. Identification and Classification of Members of the
Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above 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.
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 9, 2005
/s/ Andrew B. Worden
Signature
Managing Director, General Partner Entity
Name/Title