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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. 5)

Digene Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

253752 10 9

(CUSIP Number)

As of February 11, 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:


ý		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 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).

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1)	Name of Reporting Persons; I.R.S. Identification Nos. (entities only)

	Armonk Partners
	I.R.S. # 06 1305405


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 Connecticut


			5)	Sole Voting Power	3,771,401



Number of			6)	Shared Voting Power	0
Shares
Beneficially
Owned by
Each			7)	Sole Dispositive Power	3,771,401
Reporting
Person With

			8)	Shared Dispositive Power	0



9)	Aggregate Amount Beneficially
	Owned by Each Reporting Person				3,771,401


10)	Check if the Aggregate Amount in Row (9)
	Excludes Certain Shares (See Instructions)



11)	Percent of Class Represented by Amount in Row (9)				18.9%



12)	Type of Reporting Person (See Instructions)				PN

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1)	Name of Reporting Persons; I.R.S. Identification Nos. (entities only)

	Evan Jones
	SS #


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 United States


			5)	Sole Voting Power	367,988



Number of			6)	Shared Voting Power	3,771,401
Shares
Beneficially
Owned by
Each			7)	Sole Dispositive Power	367,988
Reporting
Person With

			8)	Shared Dispositive Power	3,771,401



9)	Aggregate Amount Beneficially
	Owned by Each Reporting Person				4,139,389


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)				20.7%



12)	Type of Reporting Person (See Instructions)				IN

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1)	Name of Reporting Persons; I.R.S. Identification Nos. (entities only)

	Charles M. Fleischman
	SS #


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 United States


			5)	Sole Voting Power	238,588



Number of			6)	Shared Voting Power	3,771,401
Shares
Beneficially
Owned by
Each			7)	Sole Dispositive Power	238,588
Reporting
Person With

			8)	Shared Dispositive Power	3,771,401



9)	Aggregate Amount Beneficially
	Owned by Each Reporting Person				4,009,989


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)				20.1%



12)	Type of Reporting Person (See Instructions)				IN

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Item 1.

(a)   Name of issuer:

    Digene Corporation

(b)   Address of issuer’s principal executive offices:

    1201 Clopper Road
Gaithersburg, Maryland 20878

Item 2.

(a)   Name of Person Filing:

    This Schedule 13G, Amendment No. 5 is being filed by (i) Armonk Partners, (ii) Evan Jones, a managing partner of Armonk Partners and (iii) Charles M. Fleischman, a managing partner of Armonk Partners.

(b)   Address of Principal Business Office:

    The principal business office for Armonk Partners, Evan Jones and Charles M. Fleischman is 1201 Clopper Road, Gaithersburg, Maryland, 20878.

(c)   Citizenship:

    Armonk Partners is a Connecticut partnership. Messrs. Jones and Fleischman are citizens of the United States.

(d)   Title of Class of Securities:

    Common Stock

(e)   CUSIP Number

    253752 10 9

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Item 4. Ownership.

BY ARMONK PARTNERS:

(a)

Amount beneficially owned:

3,771,401

*/****

(b)

Percent of class:

18.9%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

3,771,401

(ii)

Shared power to vote or to direct the vote:

(iii)

Sole power to dispose or to direct the disposition of:

3,771,401

(iv)

Shared power to dispose or to direct the disposition of:

BY EVAN JONES:

(a)

Amount beneficially owned:

4,139,389

**/****

(b)

Percent of class:

20.7%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

367,988

(ii)

Shared power to vote or to direct the vote:

3,771,401

(iii)

Sole power to dispose or to direct the disposition of:

367,988

(iv)

Shared power to dispose or to direct the disposition of:

3,771,401

BY CHARLES M. FLEISCHMAN:

(a)

Amount beneficially owned:

4,009,989

***/****

(b)

Percent of class:

20.1%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

238,588

(ii)

Shared power to vote or to direct the vote:

3,771,401

(iii)

Sole power to dispose or to direct the disposition of:

238,588

(iv)

Shared power to dispose or to direct the disposition of:

3,771,401

*		As the managing partners of Armonk Partners, Evan Jones and Charles M. Fleischman share voting and investment power over these shares.

**		Consists of: (1) 46,040 shares owned directly by Mr. Jones; (2) 3,771,401 shares owned by Armonk Partners as to which Mr. Jones shares voting and investment power as a managing partner; and (3) 321,948 shares issuable upon the exercise of stock options.

***		Consists of: (1) 13,666 shares owned directly by Mr. Fleischman; (2) 3,771,401 shares owned by Armonk Partners as to which Mr. Fleischman shares voting and investment power as a managing partner; (3) 16,672 shares held in trust for Mr. Fleischman’s minor children as to which Mr. Fleischman disclaims beneficial ownership; and (4) 208,250 shares issuable upon the exercise of stock options.

****		On December 9 and December 10, 2004, Armonk Partners sold an aggregate of 100,000 shares of common stock of the issuer in open market transactions. In March 2004, Evan Jones sold an aggregate of 100,000 shares of common stock of the issuer in open market transactions and in June 2004 transferred 3,050 shares of common stock of the issuer in bona fide gift transactions. In March 2004, Charles M. Fleischman sold an aggregate of 100,000 shares of common stock of the issuer in open market transactions and transferred 10,000 shares of common stock of the issuer in a bona fide gift transaction.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement on Schedule 13G, Amendment No. 5 is true, complete and correct.

Dated: February 11, 2005


		ARMONK PARTNERS

		/s/ Evan Jones

		By: Evan Jones
		Title: Managing Partner

		/s/ Charles M. Fleischman

		By: Charles M. Fleischman
		Title: Managing Partner

		/s/ Evan Jones

		Evan Jones

		/s/ Charles M. Fleischman

		Charles M. Fleischman

	(a)	Name of issuer:

		Digene Corporation

	(b)	Address of issuer’s principal executive offices:

		1201 Clopper Road Gaithersburg, Maryland 20878

	(a)	Name of Person Filing:

		This Schedule 13G, Amendment No. 5 is being filed by (i) Armonk Partners, (ii) Evan Jones, a managing partner of Armonk Partners and (iii) Charles M. Fleischman, a managing partner of Armonk Partners.

	(b)	Address of Principal Business Office:

		The principal business office for Armonk Partners, Evan Jones and Charles M. Fleischman is 1201 Clopper Road, Gaithersburg, Maryland, 20878.

	(c)	Citizenship:

		Armonk Partners is a Connecticut partnership. Messrs. Jones and Fleischman are citizens of the United States.

	(d)	Title of Class of Securities:

		Common Stock

	(e)	CUSIP Number

		253752 10 9