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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

BIRNER DENTAL MANAGEMENT SERVICES, INC.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

091283200

(CUSIP Number)

December 31, 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:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		091283200


1	NAMES OF REPORTING PERSONS: Fondren Management LP

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Texas

		5	SOLE VOTING POWER:

NUMBER OF			118,662

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			118,662

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	118,662

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	4.9%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

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	Item 4 Ownership.
	Item 5 Ownership of Five Percent or Less of a Class.
	Item 10 Certification.
SIGNATURE

AMENDMENT NO. 1 TO SCHEDULE 13G

This Amendment No. 1 to Schedule 13G (the “Schedule 13G”) is being filed on behalf of Fondren Management LP, a Texas limited partnership (“Fondren Management”), as an amendment to the Schedule 13G originally filed on May 25, 2005 (the “Original 13G”), relating to shares of common stock of Birner Dental Management Services, Inc., a Colorado corporation (the “Issuer”), purchased by Fondren Management for the account of Fondren Partners LP, a Texas limited partnership (“Fondren Partners”) and Fondren Partners Offshore Ltd., a Cayman Islands exempted limited company (“Fondren Offshore”), of which Fondren Management is the investment manager.

Item 4 Ownership.

Item 4 of the Original 13G is hereby amended and restated in its entirety as follows:

	(a)		Fondren Management is the beneficial owner (as defined in Rule 13d-3) of 118,622 shares of Common Stock.

	(b)		Fondren Management is the beneficial owner (as defined in Rule 13d-3) of 4.9 % of the outstanding shares of Common Stock. This percentage is determined by dividing the number of shares beneficially held by 2,411,784, the number of shares of Common Stock issued and outstanding as of November 14, 2005, as reported in the Issuer’s most recent amended quarterly report on Form 10-Q dated December 22, 2005.

	(c)		Fondren Management may direct the vote and disposition of the 118,662 shares of Common Stock.

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

Item 5 of the Original 13G is hereby amended and restated in its entirety as follows:

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 14, 2006


		FONDREN MANAGEMENT LP

		By:		BLR CAPITAL LLC, its general partner

				By: /s/ Bradley Radoff
				Name: Bradley Radoff
				Title: Manager

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