SC TO-I/A

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

                                 AMENDMENT NO. 3
                                       TO
                                   SCHEDULE TO
                                 (RULE 14D-100)

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                           iLINC COMMUNICATIONS, INC.
              (Name of Subject Company and Filing Person (Issuer))

                   12% Convertible Subordinated Notes Due 2012
                         (Title of Class of Securities)

                                    451724108
                      (CUSIP Number of Class of Securities)

                              James M. Powers, Jr.
      Chairman of Board of Directors, President and Chief Executive Officer
                           iLinc Communications, Inc.
                         2999 N. 44th Street, Suite 650
                                Phoenix, AZ 85018
                                 (602) 952-1200
   (Name, Address and Telephone Number of Person Authorized to Receive Notices
               and Communications on Behalf of the Filing Person)

                                    COPY TO:

                              Richard S. Roth, Esq.
                              Jackson Walker L.L.P.
                          1401 McKinney St, Suite 1900
                                Houston, TX 77010
                                 (713) 752-4209

                            CALCULATION OF FILING FEE

TRANSACTION VALUATION                                       AMOUNT OF FILING FEE

     $5,625,000                                                  $672.44**


** PREVIOUSLY PAID

[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.

- ------------------------------------------------------------ -------------------
Amount Previously Paid:                                      Filing Party:
- ------------------------------------------------------------ -------------------
Form or Registration No.:                                    Date Filed:
- ------------------------------------------------------------ -------------------



[ ] Check the box if the filing relates solely to preliminary communications
made before commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[ ] Third party tender offer subject to Rule 14d-1.

[X] Issuer tender offer subject to Rule 13e-4.

[ ] Going private transaction subject to Rule 13e-3.

[ ] Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]

THIS AMENDMENT NO. 3 TO SCHEDULE TO AMENDS THE ITEMS SET FORTH BELOW.

ITEM 1.  SUMMARY TERM SHEET.

iLinc Communications, Inc. ("iLinc") announced on April 29, 2005 that it was
terminating its Offer to Exchange dated March 1, 2005 (the "Offer to Exchange").

iLinc, pursuant to rights reserved in its Offer to Exchange and the Supplement
No. 1 to its Offer to Exchange dated March 10, 2005, has determined that, due to
developments in its business and financial affairs, the benefits of the Offer to
Exchange have been materially impaired. As such, iLinc has determined, in its
reasonable judgment, that it is in the best interests of iLinc, its shareholders
and its note holders to terminate the Offer to Exchange effective upon making
public notice thereof.

Pursuant to Rule 13e-4(f)(5), iLinc shall promptly return all tendered notes to
the tendering note holders without cost to such tendering note holders.

ITEM 2.  SUBJECT COMPANY INFORMATION.

This item is amended by the information set forth under Item 1 above.

ITEM 3.  IDENTITY AND BACKGROUND OF FILING PERSON.

This item is amended by the information set forth under Item 1 above.

ITEM 4.  TERMS OF THE TRANSACTION.

This item is amended by the information set forth under Item 1 above.

ITEM 5.  PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AMENDMENTS.

This item is amended by the information set forth under Item 1 above.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

This item is amended by the information set forth under Item 1 above.

ITEM 7.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

This item is amended by the information set forth under Item 1 above.

ITEM 8.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

This item is amended by the information set forth under Item 1 above.

ITEM 9.  PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.

This item is amended by the information set forth under Item 1 above.

ITEM 10.  FINANCIAL STATEMENTS.

This item is amended by the information set forth under Item 1 above.


                                       2


ITEM 11.  ADDITIONAL INFORMATION.

This item is amended by the information set forth under Item 1 above.

ITEM 12.  EXHIBITS.

This item is amended by the information set forth under Item 1 above.

(a)(1)(viii) Press Release, dated April 29, 2005



                                       3



                                    SIGNATURE

After due 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.

iLinc Communications, Inc.


By:  /s/ James M. Powers, Jr.
     --------------------------------
Name:    James M. Powers, Jr.
Title:   Chairman of the Board of Directors, President and Chief Executive
         Officer

April 29, 2005





                                       4

EX-99.1

iLinc Communications




CONTACT:          JAMES M. POWERS, JR.
                  PRESIDENT AND CHIEF EXECUTIVE OFFICER
                  (602) 952-1200

                  ILINC COMMUNICATIONS TERMINATES TENDER OFFER
                  --------------------------------------------


PHOENIX, Arizona (April 29, 2005) iLinc Communications, Inc. (AMEX:ILC),
developers of one of the most feature-rich and secure Web conferencing and
integrated audio conferencing solutions, today announced that it is terminating
its previously announced offer to exchange its common stock and warrants to
purchase common stock for its outstanding 12% convertible subordinated
promissory notes.

The Company decided to terminate the tender offer because, in the Company's
judgment, the Company's recent financial performance considered in light of the
trading price of the Company's common stock, indicated that the dilution that
would have occurred to existing holders of common stock now is too great and
materially impairs the contemplated benefits of the offer at the time it was
commenced. All notes tendered to the Company will be promptly returned to the
tendering holders.

The Company will instead address funding its growth, capital needs and
adjustments to its capital structure through other means. Alternatives under
consideration include raising additional capital that could be used to
extinguish debt or provide funding for further growth.

ABOUT ILINC COMMUNICATIONS, INC.
iLinc Communications, Inc. is a leading developer of conferencing products and
services for highly secure and cost-effective collaborative online meetings,
presentations, and training sessions. The Company provides integrated Web and
audio conferencing as a Web-based service, onsite installable software, or
through hybrid ownership licensing in which customers pay a one-time fee for
unlimited conferencing yet the software is hosted by iLinc. Our products and
services include the iLinc suite of Web Conferencing software (MeetingLinc,
LearnLinc, ConferenceLinc, and SupportLinc); Phone (Audio) Conferencing
Services; On-Demand Conferencing; and EventPlus, a service for professionally
managed online and audio conferencing events. iLinc's products and services are
used by organizations worldwide in sales, HR and training, marketing, and
customer support. More information about the Phoenix-based company may be found
on the Web at www.iLinc.com.

THIS PRESS RELEASE CONTAINS INFORMATION THAT CONSTITUTES FORWARD-LOOKING
STATEMENTS MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. ANY SUCH FORWARD-LOOKING STATEMENTS INVOLVE RISK
AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM ANY
FUTURE RESULTS DESCRIBED WITHIN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT
COULD CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THE RATE OF ACCEPTANCE OF THE
COMPANY'S PRODUCTS AND SERVICES BY CUSTOMERS, CHANGES IN THE WEB CONFERENCING
AND AUDIO CONFERENCING MARKET IN GENERAL, THE ACCEPTANCE OF NEW PRODUCTS, THE
COMPANY'S NEED FOR WORKING CAPITAL, THE RESULT OF PENDED LITIGATION, THE
COMPETITION THE COMPANY FACES FROM LARGER AND MORE WELL-CAPITALIZED COMPETITORS,
AND OTHER MATTERS MORE FULLY DISCLOSED IN THE COMPANY'S ANNUAL REPORT ON FORM
10-K, QUARTERLY REPORTS ON FORM 10-Q, AND OTHER REPORTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE FORWARD-LOOKING INFORMATION PROVIDED
HEREIN REPRESENTS THE COMPANY'S ESTIMATES AND EXPECTATIONS AS OF THE DATE OF THE
PRESS RELEASE, AND SUBSEQUENT EVENTS AND DEVELOPMENTS MAY CAUSE THE COMPANY'S
ESTIMATES AND EXPECTATIONS TO CHANGE. THE COMPANY SPECIFICALLY DISCLAIMS ANY
OBLIGATION TO UPDATE THE FORWARD-LOOKING INFORMATION IN THE FUTURE. THEREFORE,
THIS FORWARD-LOOKING INFORMATION SHOULD NOT BE RELIED UPON AS REPRESENTING THE
COMPANY'S ESTIMATES AND EXPECTATIONS OF ITS FUTURE FINANCIAL PERFORMANCE AS OF
ANY DATE SUBSEQUENT TO THE DATE OF THIS PRESS RELEASE.


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