UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G
(Rule 13d-102)


Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 2)*


Ask Jeeves, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)


		045174109
(CUSIP Number)


	December 31, 2004
Date of Event Which Requires Filing of the 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 disclosures provided in a prior cover page.

The information required on 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).

Page 1 of 21

CUSIP NO. 045174109

13G

Page 2 of 21 Pages

1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Limited Partnership
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(a)	ý
					(b)	o
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Illinois limited partnership
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 5,284 shares of Common Stock 1,708 Call Options (exercisable for 170,800 shares of Common Stock) $54,700,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due June 1, 2008 (convertible into 3,236,687 shares of Common Stock) ¹
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES						o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.6% as of December 31, 2004 (based on 58,253,731 shares of Common Stock issued and outstanding as of November 5, 2004, plus the shares of Common Stock issuable upon the conversion of the Zero Coupon Convertible Subordinated Notes referred to in Row 6 above).
12.	TYPE OF REPORTING PERSON
	PN; HC

¹ See footnote 1 in Item 4.

Page 2 of 21

CUSIP NO. 045174109

13G

Page 3 of 21 Pages

1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GLB Partners, L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(a)	ý
					(b)	o
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnership
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 5,284 shares of Common Stock 1,708 Call Options (exercisable for 170,800 shares of Common Stock) $54,700,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due June 1, 2008 (convertible into 3,236,687 shares of Common Stock) ¹
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES						o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.6% as of December 31, 2004 (based on 58,253,731 shares of Common Stock issued and outstanding as of November 5, 2004, plus the shares of Common Stock issuable upon the conversion of the Zero Coupon Convertible Subordinated Notes referred to in Row 6 above).
12.	TYPE OF REPORTING PERSON
	PN; HC

¹ See footnote 1 in Item 4.

Page 3 of 21

CUSIP NO. 045174109

13G

Page 4 of 21 Pages

1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Investment Group, L.L.C.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(a)	ý
					(b)	o
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 5,284 shares of Common Stock 1,708 Call Options (exercisable for 170,800 shares of Common Stock) $54,700,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due June 1, 2008 (convertible into 3,236,687 shares of Common Stock) ¹
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES						o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.6% as of December 31, 2004 (based on 58,253,731 shares of Common Stock issued and outstanding as of November 5, 2004, plus the shares of Common Stock issuable upon the conversion of the Zero Coupon Convertible Subordinated Notes referred to in Row 6 above).
12.	TYPE OF REPORTING PERSON
	OO; HC

¹ See footnote 1 in Item 4.

Page 4 of 21

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Page 5 of 21 Pages

1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kenneth Griffin
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(a)	ý
					(b)	o
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 5,284 shares of Common Stock 1,708 Call Options (exercisable for 170,800 shares of Common Stock) $54,700,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due June 1, 2008 (convertible into 3,236,687 shares of Common Stock) ¹
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES						o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.6% as of December 31, 2004 (based on 58,253,731 shares of Common Stock issued and outstanding as of November 5, 2004, plus the shares of Common Stock issuable upon the conversion of the Zero Coupon Convertible Subordinated Notes referred to in Row 6 above).
12.	TYPE OF REPORTING PERSON
	IN; HC

¹ See footnote 1 in Item 4.

Page 5 of 21

CUSIP NO. 045174109

13G

Page 6 of 21 Pages

1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Wellington Partners L.P.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(a)	ý
					(b)	o
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Illinois limited partnership
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 5,284 shares of Common Stock 1,708 Call Options (exercisable for 170,800 shares of Common Stock) $54,700,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due June 1, 2008 (convertible into 3,236,687 shares of Common Stock) ¹
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES						o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.6% as of December 31, 2004 (based on 58,253,731 shares of Common Stock issued and outstanding as of November 5, 2004, plus the shares of Common Stock issuable upon the conversion of the Zero Coupon Convertible Subordinated Notes referred to in Row 6 above).
12.	TYPE OF REPORTING PERSON
	PN; HC

¹ See footnote 1 in Item 4.

Page 6 of 21

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13G

Page 7 of 21 Pages

1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Kensington Global Strategies Fund Ltd.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(a)	ý
					(b)	o
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 5,284 shares of Common Stock 1,708 Call Options (exercisable for 170,800 shares of Common Stock) $54,700,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due June 1, 2008 (convertible into 3,236,687 shares of Common Stock) ¹
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES						o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.6% as of December 31, 2004 (based on 58,253,731 shares of Common Stock issued and outstanding as of November 5, 2004, plus the shares of Common Stock issuable upon the conversion of the Zero Coupon Convertible Subordinated Notes referred to in Row 6 above).
12.	TYPE OF REPORTING PERSON
	CO; HC

¹ See footnote 1 in Item 4.

Page 7 of 21

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13G

Page 8 of 21 Pages

1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Equity Fund Ltd.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(a)	ý
					(b)	o
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 5,284 shares of Common Stock 1,708 Call Options (exercisable for 170,800 shares of Common Stock) $54,700,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due June 1, 2008 (convertible into 3,236,687 shares of Common Stock) ¹
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES						o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.6% as of December 31, 2004 (based on 58,253,731 shares of Common Stock issued and outstanding as of November 5, 2004, plus the shares of Common Stock issuable upon the conversion of the Zero Coupon Convertible Subordinated Notes referred to in Row 6 above).
12.	TYPE OF REPORTING PERSON
	CO

¹ See footnote 1 in Item 4.

Page 8 of 21

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Page 9 of 21 Pages

1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Credit Products Ltd.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(a)	ý
					(b)	o
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 5,284 shares of Common Stock 1,708 Call Options (exercisable for 170,800 shares of Common Stock) $54,700,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due June 1, 2008 (convertible into 3,236,687 shares of Common Stock) ¹
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES						o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.6% as of December 31, 2004 (based on 58,253,731 shares of Common Stock issued and outstanding as of November 5, 2004, plus the shares of Common Stock issuable upon the conversion of the Zero Coupon Convertible Subordinated Notes referred to in Row 6 above).
12.	TYPE OF REPORTING PERSON
	CO; HC

¹ See footnote 1 in Item 4.

Page 9 of 21

CUSIP NO. 045174109

13G

Page 10 of 21 Pages

1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Credit Trading Ltd.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(a)	ý
					(b)	o
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 5,284 shares of Common Stock 1,708 Call Options (exercisable for 170,800 shares of Common Stock) $54,700,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due June 1, 2008 (convertible into 3,236,687 shares of Common Stock) ¹
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES						o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.6% as of December 31, 2004 (based on 58,253,731 shares of Common Stock issued and outstanding as of November 5, 2004, plus the shares of Common Stock issuable upon the conversion of the Zero Coupon Convertible Subordinated Notes referred to in Row 6 above).
12.	TYPE OF REPORTING PERSON
	CO

¹ See footnote 1 in Item 4.

Page 10 of 21

CUSIP NO. 045174109

13G

Page 11 of 21 Pages

1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Jackson Investment Fund Ltd.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(a)	ý
					(b)	o
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 5,284 shares of Common Stock 1,708 Call Options (exercisable for 170,800 shares of Common Stock) $54,700,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due June 1, 2008 (convertible into 3,236,687 shares of Common Stock) ¹
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES						o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.6% as of December 31, 2004 (based on 58,253,731 shares of Common Stock issued and outstanding as of November 5, 2004, plus the shares of Common Stock issuable upon the conversion of the Zero Coupon Convertible Subordinated Notes referred to in Row 6 above).
12.	TYPE OF REPORTING PERSON
	CO; HC

¹ See footnote 1 in Item 4.

Page 11 of 21

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13G

Page 12 of 21 Pages

1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Wellington Partners L.P. SE
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(a)	ý
					(b)	o
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnership
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 5,284 shares of Common Stock 1,708 Call Options (exercisable for 170,800 shares of Common Stock) $54,700,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due June 1, 2008 (convertible into 3,236,687 shares of Common Stock) ¹
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES						o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.6% as of December 31, 2004 (based on 58,253,731 shares of Common Stock issued and outstanding as of November 5, 2004, plus the shares of Common Stock issuable upon the conversion of the Zero Coupon Convertible Subordinated Notes referred to in Row 6 above).
12.	TYPE OF REPORTING PERSON
	PN; HC

¹ See footnote 1 in Item 4.

Page 12 of 21

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13G

Page 13 of 21 Pages

1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Derivatives Group LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(a)	ý
					(b)	o
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 5,284 shares of Common Stock 1,708 Call Options (exercisable for 170,800 shares of Common Stock) $54,700,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due June 1, 2008 (convertible into 3,236,687 shares of Common Stock) ¹
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES						o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.6% as of December 31, 2004 (based on 58,253,731 shares of Common Stock issued and outstanding as of November 5, 2004, plus the shares of Common Stock issuable upon the conversion of the Zero Coupon Convertible Subordinated Notes referred to in Row 6 above).
12.	TYPE OF REPORTING PERSON
	OO; BD

¹ See footnote 1 in Item 4.

Page 13 of 21

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13G

Page 14 of 21 Pages

1.		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Antaeus International Investments Ltd.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
					(a)	ý
					(b)	o
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 5,284 shares of Common Stock 1,708 Call Options (exercisable for 170,800 shares of Common Stock) $54,700,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due June 1, 2008 (convertible into 3,236,687 shares of Common Stock) ¹
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
	CERTAIN SHARES						o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.6% as of December 31, 2004 (based on 58,253,731 shares of Common Stock issued and outstanding as of November 5, 2004, plus the shares of Common Stock issuable upon the conversion of the Zero Coupon Convertible Subordinated Notes referred to in Row 6 above).
12.	TYPE OF REPORTING PERSON
	CO; HC

¹ See footnote 1 in Item 4.

Page 14 of 21

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Page 15 of 21 Pages

Item 1(a)	Name of Issuer:	ASK JEEVES, INC.

1(b)	Address of Issuer’s Principal Executive Offices:

		555 12th Street, Suite 500
		Oakland, CA 94607

Item 2(a)	Name of Person Filing
Item 2(b)	Address of Principal Business Office
Item 2(c)	Citizenship

				Citadel Limited Partnership
				131 S. Dearborn Street
				32nd Floor
				Chicago, Illinois 60603
				Illinois limited partnership

				GLB Partners, L.P.
				131 S. Dearborn Street
				32nd Floor
				Chicago, Illinois 60603
				Delaware limited partnership

				Citadel Investment Group, L.L.C.
				131 S. Dearborn Street
				32nd Floor
				Chicago, Illinois 60603
				Delaware limited liability company

				Kenneth Griffin
				131 S. Dearborn Street
				32nd Floor
				Chicago, Illinois 60603
				U.S. Citizen

				Citadel Wellington Partners L.P.
				c/o Citadel Investment Group, L.L.C.
				131 S. Dearborn Street
				32nd Floor
				Chicago, Illinois 60603
				Illinois limited partnership

Page 15 of 21

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Page 16 of 21 Pages

				Citadel Wellington Partners L.P. SE
				c/o Citadel Investment Group, L.L.C.
				131 S. Dearborn Street
				32nd Floor
				Chicago, Illinois 60603
				Delaware limited partnership

				Citadel Antaeus International Investments Ltd.
				c/o Citadel Investment Group, L.L.C.
				131 S. Dearborn Street
				32nd Floor
				Chicago, Illinois 60603
				Cayman Islands company

				Citadel Kensington Global Strategies Fund Ltd.
				c/o Citadel Investment Group, L.L.C.
				131 S. Dearborn Street
				32nd Floor
				Chicago, Illinois 60603
				Bermuda company

				Citadel Equity Fund Ltd.
				c/o Citadel Investment Group, L.L.C.
				131 S. Dearborn Street
				32nd Floor
				Chicago, Illinois 60603
				Cayman Islands company

				Citadel Credit Trading Ltd.
				c/o Citadel Investment Group, L.L.C.
				131 S. Dearborn Street
				32nd Floor
				Chicago, Illinois 60603
				Cayman Islands company

				Citadel Credit Products Ltd.
				c/o Citadel Investment Group, L.L.C.
				131 S. Dearborn Street
				32nd Floor
				Chicago, Illinois 60603
				Cayman Islands company

Page 16 of 21

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Page 17 of 21 Pages

				Citadel Jackson Investment Fund Ltd.
				c/o Citadel Investment Group, L.L.C.
				131 S. Dearborn Street
				Chicago, Illinois 60603
				Cayman Islands company

				Citadel Derivatives Group LLC
				c/o Citadel Investment Group, L.L.C.
				131 S. Dearborn Street
				Chicago, Illinois 60603
				Delaware limited liability company

2(d)	Title of Class of Securities:

		Common Stock, par value $0.001 per share

2(e)	CUSIP Number: 045174109

Item 3	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

	(a)	[__]	Broker or dealer registered under Section 15 of the Exchange Act;

	(b)	[__]	Bank as defined in Section 3(a)(6) of the Exchange Act;

	(c)	[__]	Insurance company as defined in Section 3(a)(19) of the Exchange Act;

	(d)	[__]	Investment company registered under Section 8 of the Investment Company Act;

	(e)	[__]	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

	(f)	[__]	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

	(g)	[__]	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

	(h)	[__]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

	(i)	[__]	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

	(j)	[__]	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Page 17 of 21

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Page 18 of 21 Pages

If this statement is filed pursuant to Rule 13d-1(c), check this box. ý

Item 4

Ownership:

CITADEL LIMITED PARTNERSHIP
GLB PARTNERS, L.P.
CITADEL INVESTMENT GROUP, L.L.C.
KENNETH GRIFFIN
CITADEL WELLINGTON PARTNERS L.P.
CITADEL WELLINGTON PARTNERS L.P. SE
CITADEL ANTAEUS INTERNATIONAL INVESTMENTS LTD.
CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD.
CITADEL EQUITY FUND LTD.

CITADEL CREDIT TRADING LTD.

CITADEL CREDIT PRODUCTS LTD.

CITADEL JACKSON INVESTMENT FUND LTD.

CITADEL DERIVATIVES GROUP LLC

(a) Amount beneficially owned:

5,284 shares of Common Stock

1,708 Call Options (exercisable for 170,800 shares of Common Stock)

$54,700,000 in principal amount of the Company’s Zero Coupon Convertible Subordinated Notes due June 1, 2008 (convertible into 3,236,687 shares of Common Stock) ^/1/

(b) Percent of Class:

Approximately 5.6% as of December 31, 2004 (based on 58,253,731 shares of Common Stock issued and outstanding as of November 5, 2004, plus the shares of Common Stock issuable upon the conversion of the Zero Coupon Convertible Subordinated Notes referred to in Item 4(a) above).

(i) sole power to vote or to direct the vote:

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

See item (a) above.

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(iii) sole power to dispose or to direct the disposition of:

(iv) shared power to dispose or to direct the disposition of:

See item (a) above.

(1) The securities reported herein include (i) 5,284 shares of Common Stock, (ii) 170,800 shares of Common Stock that the Reporting Persons may acquire in the future through the exercise of 1,708 Call Options, and (iii) 3,236,687 shares of Common Stock that the Reporting Persons may acquire in the future through the conversion of $54,700,000 in principal amount of Zero Coupon Convertible Subordinated Notes due June 1, 2008, which may be converted by the Reporting Persons at any time prior to and including June 1, 2008 into shares of Common Stock, at an initial conversion price of $16.90 per share, subject to adjustment upon certain events.

Item 5 Ownership of Five Percent or Less of a Class:

Not Applicable.

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:

See Item 2 above.

Item 8 Identification and Classification of Members of the Group:

Not Applicable.

Item 9 Notice of Dissolution of Group:

Not Applicable.

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.

* Mathew B. Hinerfeld is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on February 4, 2005, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Schedule 13G/A for Komag, Incorporated.

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After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 8th day of February, 2005		KENNETH GRIFFIN

		By:	/s/ Matthew B. Hinerfeld
			Matthew B. Hinerfeld, attorney-in-fact*

CITADEL LIMITED PARTNERSHIP		CITADEL INVESTMENT GROUP, L.L.C.

By:	GLB Partners, L.P.,	By:	/s/ Matthew B. Hinerfeld
	its General Partner		Matthew B. Hinerfeld, Managing
			Director and Deputy General Counsel
By:	Citadel Investment Group, L.L.C.,
	its General Partner	CITADEL CREDIT PRODUCTS LTD.

By:	/s/ Matthew B. Hinerfeld	By:	Citadel Limited Partnership,
	Matthew B. Hinerfeld, Managing		its Portfolio Manager
	Director and Deputy General Counsel
		By:	GLB Partners, L.P.,
GLB PARTNERS, L.P.			its General Partner

By:	Citadel Investment Group, L.L.C.,	By:	Citadel Investment Group, L.L.C.,
	its General Partner		its General Partner

By:	/s/ Matthew B. Hinerfeld	By:	/s/ Matthew B. Hinerfeld
	Matthew B. Hinerfeld, Managing		Matthew B. Hinerfeld, Managing
	Director and Deputy General Counsel		Director and Deputy General Counsel

CITADEL ANTAEUS INTERNATIONAL INVESTMENTS LTD.		CITADEL JACKSON INVESTMENT FUND LTD.

By:	Citadel Limited Partnership,	By:	Citadel Limited Partnership,
	its Portfolio Manager		its Portfolio Manager

By:	GLB Partners, L.P.,	By:	GLB Partners, L.P.,
	its General Partner		its General Partner

By:	Citadel Investment Group, L.L.C.,	By:	Citadel Investment Group, L.L.C.,
	its General Partner		its General Partner

By:	/s/ Matthew B. Hinerfeld	By:	/s/ Matthew B. Hinerfeld
	Matthew B. Hinerfeld, Managing		Matthew B. Hinerfeld, Managing
	Director and Deputy General Counsel		Director and Deputy General Counsel

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CITADEL WELLINGTON PARTNERS L.P.		CITADEL CREDIT TRADING LTD.

By:	Citadel Limited Partnership,	By:	Citadel Limited Partnership,
	its General Partner		its Portfolio Manager

By:	GLB Partners, L.P.,	By:	GLB Partners, L.P.,
	its General Partner		its General Partner

By:	Citadel Investment Group, L.L.C.,	By:	Citadel Investment Group, L.L.C.,
	its General Partner		its General Partner

By:	/s/ Matthew B. Hinerfeld	By:	/s/ Matthew B. Hinerfeld
	Matthew B. Hinerfeld, Managing		Matthew B. Hinerfeld, Managing
	Director and Deputy General Counsel		Director and Deputy General Counsel

CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD.		CITADEL EQUITY FUND LTD.

By:	Citadel Limited Partnership,	By:	Citadel Limited Partnership,
	its Portfolio Manager		its Portfolio Manager

By:	GLB Partners, L.P.,	By:	GLB Partners, L.P.,
	its General Partner		its General Partner

By:	Citadel Investment Group, L.L.C.,	By:	Citadel Investment Group, L.L.C.,
	its General Partner		its General Partner

By:	/s/ Matthew B. Hinerfeld	By:	/s/ Matthew B. Hinerfeld
	Matthew B. Hinerfeld, Managing		Matthew B. Hinerfeld, Managing
	Director and Deputy General Counsel		Director and Deputy General Counsel

CITADEL WELLINGTON PARTNERS L.P. SE		CITADEL DERIVATIVES GROUP LLC

By:	Citadel Limited Partnership,	By:	Citadel Limited Partnership,
	its General Partner		its Managing Member

By:	GLB Partners, L.P.,	By:	GLB Partners, L.P.,
	its General Partner		its General Partner

By:	Citadel Investment Group, L.L.C.,	By:	Citadel Investment Group, L.L.C.,
	its General Partner		its General Partner

By:	/s/ Matthew B. Hinerfeld	By:	/s/ Matthew B. Hinerfeld
	Matthew B. Hinerfeld, Managing		Matthew B. Hinerfeld, Managing
	Director and Deputy General Counsel		Director and Deputy General Counsel

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