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

                                  SCHEDULE 13G

                   Under the Securities Exchange Act of 1934

                               (Amendment No. 3)


                            Paradyne Networks, Inc.
                            -----------------------
                                (Name of Issuer)


                                  Common Stock
                                  ------------
                         (Title of Class of Securities)


                                   69911G107
                                   ---------
                                 (CUSIP Number)


                               December 31, 2004
                               -----------------
            (Date of Event Which Requires Filing of This Statement)


          Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:

          [x]  Rule 13d-1(b)

          [ ]  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 69911G107                  SCHEDULE 13G                   Page 2 of 5

1  Name of Reporting Person                BRICOLEUR CAPITAL MANAGEMENT LLC

   IRS Identification No. of Above Person                          13-40036

2  Check the Appropriate Box if a member of a Group                 (a) [ ]

                                                                    (b) [ ]

3  SEC USE ONLY

4  Citizenship or Place of Organization             Delaware, United States

  NUMBER OF    5  Sole Voting Power                                       0
   SHARES
BENEFICIALLY   6  Shared Voting Power                            10,274,089
  OWNED BY
    EACH       7  Sole Dispositive Power                                  0
  REPORTING
 PERSON WITH   8  Shared Dispositive Power                       10,274,089

9  Aggregate Amount Beneficially Owned by Each Reporting         10,274,089
   Person

10 Check Box if the Aggregate Amount in Row (9) Excludes
   Certain Shares                                                       [ ]

11 Percent of Class Represented by Amount in Row 9                    22.1%

12 Type of Reporting Person                                              IA



CUSIP 69911G107                  SCHEDULE 13G                   Page 3 of 5

Item 1(a).   Name of Issuer:

             Paradyne Networks, Inc.

Item 1(b).   Address of Issuer's Principal Executive Offices:

             8545 126th Avenue North
             Largo, FL 33773

Item 2(a).   Name of Person Filing:

             Bricoleur Capital Management LLC ("Bricoleur")

Item 2(b).   Address of Principal Business Office or, if none,
             Residence:

             12230 El Camino Real, Suite 100
             San Diego, CA  92130

Item 2(c).   Citizenship:

             Delaware, United States

Item 2(d).   Title of Class of Securities:

             Common Stock

Item 2(e).   CUSIP Number:

             69911G107

Item 3.      Type of Reporting Person:

             If this statement is filed pursuant to Rule 13d-1(b) or Rule
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)  [X] 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).



CUSIP 69911G107                  SCHEDULE 13G                   Page 4 of 5

            (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).

Item 4.     Ownership.

            Reference is hereby made to Items 5-9 and 11 of page two (2) of
this Schedule 13G, which Items are incorporated by reference herein.  The
securities reflected in Items 5-9 and 11 of page two (2) of this Schedule
13G are as of December 31, 2004.

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.

            Bricoleur is filing this Schedule 13G because, as investment
manager for certain accounts in which the securities reflected in Items 5-9
and 11 of page two of this Schedule 13G (the "Securities") are held,
Bricoleur has been granted the authority to dispose of and vote those
Securities.  Each entity that owns an account has the right to receive or
the power to direct the receipt of, dividend from, or the proceeds from the
sale of, the Securities held in the account.

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.

Item 10.    Certification.

            By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in
the ordinary course of business and 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.



CUSIP 69911G107                  SCHEDULE 13G                   Page 5 of 5


                                   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.


                                 BRICOLEUR CAPITAL MANAGEMENT LLC



                                 By: /s/ Robert M. Poole
                                 ----------------------------
                                 Robert M. Poole
                                 Management Committee Member



DATED: February 11, 2005