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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.     )*

GENTIVA HEALTH SERVICES, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

37247A102

(CUSIP Number)

October 19, 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.

Person Authorized to Receive Notices and Communications:

Mark S. Solomon, Esq.
Andrews Kurth LLP
1717 Main Street, Suite 3700
Dallas, Texas 75201
(214) 659-4400

CUSIP No. 37247A102 Page 2 of  23

1	NAMES OF REPORTING PERSONS: WS Capital, L.L.C.
	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)   þ
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	United States
		5	SOLE VOTING POWER:
NUMBER OF			1,074,300
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,074,300
WITH:		8	SHARED DISPOSITIVE POWER:
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	1,074,300
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):
	4.6%*
12	TYPE OF REPORTING PERSON*:
	HC/OO

^* Based on 23,284,625 shares issued and outstanding on August 3, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on July 3, 2005.

CUSIP No. 37247A102 Page 3 of  23

1	NAMES OF REPORTING PERSONS: WS Capital Management, L.P.
	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)   þ
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	United States
		5	SOLE VOTING POWER:
NUMBER OF			1,074,300
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,074,300
WITH:		8	SHARED DISPOSITIVE POWER:
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	1,074,300
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):
	4.6%*
12	TYPE OF REPORTING PERSON*:
	IA/PN

^* Based on 23,284,625 shares issued and outstanding on August 3, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on July 3, 2005.

CUSIP No. 37247A102 Page 4 of  23

1	NAMES OF REPORTING PERSONS: Walker Smith Capital, L.P.
	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)   þ
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	United States
		5	SOLE VOTING POWER:
NUMBER OF			68,300
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			68,300
WITH:		8	SHARED DISPOSITIVE POWER:
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	68,300
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):
	0.3%*
12	TYPE OF REPORTING PERSON*:
	PN

^* Based on 23,284,625 shares issued and outstanding on August 3, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on July 3, 2005.

CUSIP No. 37247A102 Page 5 of  23

1	NAMES OF REPORTING PERSONS: Walker Smith Capital (Q.P.), L.P.
	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)   þ
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	United States
		5	SOLE VOTING POWER:
NUMBER OF			415,600
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			415,600
WITH:		8	SHARED DISPOSITIVE POWER:
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	415,600
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):
	1.8%*
12	TYPE OF REPORTING PERSON*:
	PN

^* Based on 23,284,625 shares issued and outstanding on August 3, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on July 3, 2005.

CUSIP No. 37247A102 Page 6 of  23

1	NAMES OF REPORTING PERSONS: Walker Smith International Fund, Ltd.
	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)   þ
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	United States
		5	SOLE VOTING POWER:
NUMBER OF			590,400
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			590,400
WITH:		8	SHARED DISPOSITIVE POWER:
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	590,400
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):
	2.3%*
12	TYPE OF REPORTING PERSON*:
	CO

^* Based on 23,284,625 shares issued and outstanding on August 3, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on July 3, 2005.

CUSIP No. 37247A102 Page 7 of  23

1	NAMES OF REPORTING PERSONS: WSV Management, L.L.C.
	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)   þ
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	United States
		5	SOLE VOTING POWER:
NUMBER OF			247,800
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			247,800
WITH:		8	SHARED DISPOSITIVE POWER:
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	247,800
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):
	1.0%*
12	TYPE OF REPORTING PERSON*:
	IA/OO

^* Based on 23,284,625 shares issued and outstanding on August 3, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on July 3, 2005.

CUSIP No. 37247A102 Page 8 of  23

1	NAMES OF REPORTING PERSONS: WS Ventures Management, L.P.
	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)   þ
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	United States
		5	SOLE VOTING POWER:
NUMBER OF			247,800
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			247,800
WITH:		8	SHARED DISPOSITIVE POWER:
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	247,800
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):
	1.0%*
12	TYPE OF REPORTING PERSON*:
	HC/PN

^* Based on 23,284,625 shares issued and outstanding on August 3, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on July 3, 2005.

CUSIP No. 37247A102 Page 9 of  23

1	NAMES OF REPORTING PERSONS: WS Opportunity Fund, L.P.
	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)   þ
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	United States
		5	SOLE VOTING POWER:
NUMBER OF			74,000
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			74,000
WITH:		8	SHARED DISPOSITIVE POWER:
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	74,000
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):
	0.3%*
12	TYPE OF REPORTING PERSON*:
	PN

^* Based on 23,284,625 shares issued and outstanding on August 3, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on July 3, 2005.

CUSIP No. 37247A102 Page 10 of  23

1	NAMES OF REPORTING PERSONS: WS Opportunity Fund (Q.P.), L.P.
	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)   þ
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	United States
		5	SOLE VOTING POWER:
NUMBER OF			71,700
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			71,700
WITH:		8	SHARED DISPOSITIVE POWER:
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	71,700
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):
	0.3%*
12	TYPE OF REPORTING PERSON*:
	PN

^* Based on 23,284,625 shares issued and outstanding on August 3, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on July 3, 2005.

CUSIP No. 37247A102 Page 11 of  23

1	NAMES OF REPORTING PERSONS: WS Opportunity Fund International, Ltd.
	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)   þ
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Cayman Islands
		5	SOLE VOTING POWER:
NUMBER OF			102,100
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			102,100
WITH:		8	SHARED DISPOSITIVE POWER:
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	102,100
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):
	0.4%*
12	TYPE OF REPORTING PERSON*:
	CO

^* Based on 23,284,625 shares issued and outstanding on August 3, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on July 3, 2005.

CUSIP No. 37247A102 Page 12 of  23

1	NAMES OF REPORTING PERSONS: Reid S. Walker
	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)   þ
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	United States
		5	SOLE VOTING POWER:
NUMBER OF			1,322,100
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,322,100
WITH:		8	SHARED DISPOSITIVE POWER:
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	1,322,100
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):
	5.7%*
12	TYPE OF REPORTING PERSON*:
	HC/IN

^* Based on 23,284,625 shares issued and outstanding on August 3, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on July 3, 2005.

CUSIP No. 37247A102 Page 13 of  23

1	NAMES OF REPORTING PERSONS: G. Stacy Smith
	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)   þ
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	United States
		5	SOLE VOTING POWER:
NUMBER OF			1,322,100
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			1,322,100
WITH:		8	SHARED DISPOSITIVE POWER:
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	1,322,100
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):
	5.7%*
12	TYPE OF REPORTING PERSON*:
	HC/IN

^* Based on 23,284,625 shares issued and outstanding on August 3, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on July 3, 2005.

CUSIP No. 37247A102 Page 14 of  23

1	NAMES OF REPORTING PERSONS: Patrick P. Walker
	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)   þ
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	United States
		5	SOLE VOTING POWER:
NUMBER OF			247,800
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			247,800
WITH:		8	SHARED DISPOSITIVE POWER:
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	247,800
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):
	1.0%*
12	TYPE OF REPORTING PERSON*:
	HC/IN

^* Based on 23,284,625 shares issued and outstanding on August 3, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on July 3, 2005.

     This Schedule 13G relates to the common stock (“Common Stock”) of Gentiva Health Services, Inc. acquired by (i) WS Capital, L.L.C., a Texas limited liability company (“WS Capital”), for the account of (1) Walker Smith Capital, L.P., a Texas limited partnership (“WSC”), (2) Walker Smith Capital (Q.P.), L.P., a Texas limited partnership (“WSCQP”), and (3) Walker Smith International Fund, Ltd., a British Virgin Islands exempted company (“WS International”), and (ii) WSV Management, L.L.C., a Texas limited liability company (“WSV”), for the account of (1) WS Opportunity Fund, L.P., a Texas limited partnership (“WSO”), (2) WS Opportunity Fund (Q.P.), L.P., a Texas limited partnership (“WSOQP”), and (3) WS Opportunity Fund International, Ltd., a Cayman Islands exempted company (“WSO International”). WS Capital is the general partner of WS Capital Management, L.P., a Texas limited partnership (“WSC Management”), which is the general partner of WSC and WSCQP and the agent and attorney-in-fact for WS International. WSV is the general partner of WS Ventures Management, L.P., a Texas limited partnership (“WSVM”), which is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. Reid S. Walker and G. Stacy Smith are principals of WS Capital and WSV, and Patrick P. Walker is a principal of WSV. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to the shares of Common Stock reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

Item 1(a)	Name of Issuer:
	Gentiva Health Services, Inc.
Item 1(b)	Address of Issuer’s Principal Executive Offices:
	3 Huntington Quadrangle, Suite 200S
	Melville, New York 11747
Item 2(a)	Names of Persons Filing:
	See Item 1 of each cover page.
Item 2(b)	Address of Principal Business Offices:
	300 Crescent Court, Suite 1111
	Dallas, Texas 75201
Item 2(c)	Citizenship:
	See Item 4 of each cover page.
Item 2(d)	Title of Class of Securities:
	Common Stock, par value $0.10 per share
Item 2(e)	CUSIP Number:
	37247A102
Item 3	Status of Persons Filing:

(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4 Ownership:

(a)	Reid S. Walker and G. Stacy Smith are the beneficial owners of 1,322,100 shares of Common Stock, which includes (i) 1,074,300 shares beneficially owned by WS Capital and WSC Management for the accounts of WSC, WSCQP and WS International and (ii) 247,800 shares beneficially owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International.
	Patrick P. Walker is the beneficial owner of 247,800 shares of Common Stock beneficially owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International.
	WS Capital and WSC Management are the beneficial owners of 1,074,300 shares of Common Stock, which includes (i) 68,300 shares beneficially owned by WSC, (ii) 415,600 shares beneficially owned by WSCQP, and (iii) 590,400 shares beneficially owned by WS International.
	WSV and WSVM are the beneficial owners of 247,800 shares of Common Stock, which includes (i) 74,000 shares beneficially owned by WSO, (ii) 71,700 shares beneficially owned by WSOQP, and (iii) 102,100 shares beneficially owned by WSO International.
(b)	Percent of class:
	See Item 11 of each cover page.
(c)	Number of shares as to which each person has:

(i)	sole power to vote or to direct the vote:
	See Item 5 of each cover page.
(ii)	shared power to vote or to direct the vote:
	See Item 6 of each cover page.
(iii)	sole power to dispose or to direct the disposition of:
	See Item 7 of each cover page.
(iv)	shared power to dispose or to direct the disposition of:
	See Item 8 of each cover page.

Item 5	Ownership of 5% or Less of a Class:
	Not applicable.
Item 6	Ownership of More than 5% on Behalf of Another Person:
	Not applicable.
	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Item 7	Control Person:
	WSC Management is an investment adviser registered with the State of Texas and, as such, has beneficial ownership of the securities held by its clients, WSC, WSCQP and WS International. WS Capital is the

	general partner of WSC Management. Reid S. Walker and G. Stacy Smith are the sole principals of WS Capital, and therefore exercise investment discretion and control with respect to the shares of Common Stock beneficially owned by WSC Management’s clients.
	WSV is an investment adviser registered with the State of Texas and is the general partner of WSVM and, as such, has beneficial ownership of the securities held by its clients, WSO, WSOQP and WSO International. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are the sole principals of WSV, and therefore exercise investment discretion and control with respect to the shares of Common Stock beneficially owned by WSV’s clients.
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.

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: October 28, 2005

WS CAPITAL, L.L.C.
By:	/s/ Reid S. Walker
	Reid S. Walker, Member
WS CAPITAL MANAGEMENT, L.P.
By:	WS Capital, L.L.C., its general partner
By:	/s/ Reid S. Walker
	Reid S. Walker, Member
WALKER SMITH CAPITAL, L.P.
By:	WS Capital Management, L.P., its general partner
By:	WS Capital, L.L.C., its general partner
By:	/s/ Reid S. Walker
	Reid S. Walker, Member

WALKER SMITH CAPITAL (Q.P.), L.P.
By:	WS Capital Management, L.P., its general partner
By:	WS Capital, L.L.C., its general partner
By:	/s/ Reid S. Walker
	Reid S. Walker, Member
WALKER SMITH INTERNATIONAL FUND, LTD.
By:	WS Capital Management, L.P., its agent and attorney-in-fact
By:	WS Capital, L.L.C., its general partner
By:	/s/ Reid S. Walker
	Reid S. Walker, Member
WSV MANAGEMENT, L.L.C.
By:	/s/ Reid S. Walker
	Reid S. Walker, Member
WS VENTURES MANAGEMENT, L.P.
By:	WSV Management, L.L.C., its general partner
By:	/s/ Reid S. Walker
	Reid S. Walker, Member
WS OPPORTUNITY FUND, L.P.
By:	WS Ventures Management, L.P., its general partner
By:	WSV Management, L.L.C., its general partner
By:	/s/ Reid S. Walker
	Reid S. Walker, Member

WS OPPORTUNITY FUND (Q.P.), L.P.
By:	WS Ventures Management, L.P., its general partner
By:	WSV Management, L.L.C., its general partner
By:	/s/ Reid S. Walker
	Reid S. Walker, Member
WS OPPORTUNITY FUND INTERNATIONAL, LTD.
By:	WS Ventures Management, L.P., its agent and attorney-in-fact
By:	WSV Management, L.L.C., its general partner
By:	/s/ Reid S. Walker
	Reid S. Walker, Member
/s/ Reid S. Walker
REID S. WALKER
/s/ G. Stacy Smith
G. STACY SMITH
/s/ Patrick P. Walker
PATRICK P. WALKER

EXHIBITS

Exhibit 1 Joint Filing Agreement, dated October 28, 2005, entered into by and among WS Capital, L.L.C., WS Capital Management, L.P., Walker Smith Capital, L.P., Walker Smith Capital (Q.P.), L.P., Walker Smith International Fund, Ltd., WSV Management, L.L.C., WS Ventures Management, L.P., WS Opportunity Fund, L.P., WS Opportunity Fund (Q.P.), L.P., WS Opportunity Fund International, Ltd., Reid S. Walker, G. Stacy Smith and Patrick P. Walker