Gallen Jonathan – ‘SC 13G/A’ on 2/13/04 re: Allstream Inc

On:  Friday, 2/13/04, at 3:51pm ET   ·   Accession #:  905718-4-76   ·   File #:  5-78364

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Amendment to Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Sc13Gam1                                               5     20K 

Document Table of Contents

SC 13G/A
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

 Under the Securities Exchange Act of 1934

(Amendment No. 1)*

ALLSTREAM INC.
--------------------------------------------------------------------------------
(Name of Issuer)

 CLASS A VOTING SHARES
--------------------------------------------------------------------------------
(Title of Class of Securities)

 04650D106
--------------------------------------------------------------------------------
(CUSIP Number)

 December 31, 2003
--------------------------------------------------------------------------------
 (Date of Event Which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
13G 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).                                                                         

SC 13G/A
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CUSIP No.   04650D106                                                           
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(1)     Names of Reporting Persons.  I.R.S. Identification Nos. of Above Persons
(entities only):                                                

Jonathan Gallen                                 
--------------------------------------------------------------------------------

(2)     Check the Appropriate Box if a Member of a Group (See Instructions)     

(a)                            (b)                          
--------------------------------------------------------------------------------

(3)     SEC Use Only                                                            
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(4)     Citizenship or Place of Organization:  United States                    
--------------------------------------------------------------------------------

Number of Shares Beneficially Owned by                                          
 Each Reporting Person With           (5) Sole Voting Power:         50,000*
                                            ------------------------------------
                                     (6) Shared Voting Power:            0
                                            ------------------------------------
                                      (7) Sole Dispositive Power:    50,000*
                                            ------------------------------------
                                     (8) Shared Dispositive Power:       0
                                            ------------------------------------
--------------------------------------------------------------------------------
(9)     Aggregate Amount Beneficially Owned by Each Reporting Person:           

50,000*                                                         
--------------------------------------------------------------------------------

(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):   4.6%*              
--------------------------------------------------------------------------------

(12)    Type of Reporting Person (See Instructions):    IA, IN                  
--------------------------------------------------------------------------------

*  As of December 31, 2003, Ahab Partners, L.P. ("Ahab") and Ahab International,
Ltd.  ("International")  held in the  aggregate  50,000 shares of Class A Voting
Shares (the "Shares") of Allstream Inc.  Jonathan Gallen possesses sole power to
vote and direct the  disposition  of all Shares held by Ahab and  International.
Accordingly, for the purposes of Rule 13d-3 under the Securities Exchange Act of
1934, as amended,  Mr. Gallen is deemed to beneficially  own such 50,000 Shares,
or 4.6%, of the Shares issued and outstanding as of December 31, 2003.          

SC 13G/A
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Item 1(a).  Name Of Issuer:   Allstream Inc.                                    

Item 1(b).  Address of Issuer's Principal Executive Offices:   200 Wellington   
 Street West, Suite 1600, Toronto, Ontario Canada, M5V 3G2

Item 2(a).  Name of Person Filing:  Jonathan Gallen                             

Item 2(b).  Address  of  Principal  Business  Office  or,  if  None,  Residence:
299 Park Avenue, 21st Floor, New York, New York 10171   

Item 2(c).  Citizenship:  United States                                         

Item 2(d).  Title of Class of Securities:   Class A Voting Shares               

Item 2(e).  CUSIP No.:  04650D106                                               

Item 3.     If  This  Statement Is  Filed  Pursuant  to Sections 240.13d-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   under  section  8   of  the
    Investment Company Act of 1940 (15 U.S.C 80a-8).

      (e)   [ ]   An investment adviser in accordance with  Section 240.13d-1(b)
(1)(ii)(E);                                 

      (f)   [ ]   An employee benefit plan or endowment fund in accordance  with
Section 240.13d-1(b)(1)(ii)(F);             

      (g)   [ ]   A parent holding company or control  person in accordance with
Section 240.13d-1(b)(1)(ii)(G);             

      (h)   [ ]   A savings  associations  as  defined  in  Section 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 Section 240.13d-1(b)(1)(ii)(J).

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Item 4.     Ownership                                                           

    (a)  Amount Beneficially Owned (as of December 31, 2003):        50,000*

    (b)  Percent of Class (as of December 31, 2003):                   4.6%*

(c)  Number of Shares as to which the person has:                   

       (i)   sole power to vote or to direct the vote                50,000*

      (ii)  shared power to vote or to direct the vote                   0

       (iii) sole power to dispose or to direct the disposition of   50,000*

      (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 5 percent of the class of securities, check the following  [X].            

Item 6.  Ownership of More Than Five Percent on Behalf of Another Person        

Not Applicable.                                               

Item 7.  Identification  and  Classification  of the  Subsidiary  Which Acquired
         the Security Being Reported on by the Parent Holding Company or Control
Person                                                        

Not Applicable.                                               

Item 8.  Identification and Classification of Members of the Group              

Not Applicable.                                               

Item 9.  Notice of Dissolution of Group                                         

Not Applicable.                                               

----------------------                                                          
*  As of December 31, 2003, Ahab Partners, L.P. ("Ahab") and Ahab International,
Ltd. ("International") held in the aggregate 50,000 shares of the Class A Voting
Shares (the "Shares") of Allstream Inc.  Jonathan Gallen possesses sole power to
vote and direct the  disposition  of all Shares held by Ahab and  International.
Accordingly, for the purposes of Rule 13d-3 under the Securities Exchange Act of
1934, as amended,  Mr. Gallen is deemed to beneficially  own such 50,000 Shares,
or 4.6%, of the Shares issued and outstanding as of December 31, 2003.          

SC 13G/A
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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.                                                                        

                   February 10, 2004

                     /s/ Jonathan Gallen
                                         ---------------------------------------
                                         Jonathan Gallen, in his capacity as the
                                         investment  manager  for Ahab Partners,
                                   L.P. and Ahab International, Ltd.

Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13G/A’ Filing		Date		First		Last			Other Filings
Filed on:		2/13/04							SC 13D/A,  SC 13G/A
		2/10/04		5					SC 13G
		12/31/03		1		4			40-F,  6-K
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