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

SCHEDULE 13G
(Amendment No. 1)

Under the Securities Exchange Act of 1934

VERILINK CORPORATION

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

923432108

(CUSIP Number)

February 5, 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:

[   ]	Rule 13d-1(b)
[X]	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 No. 923432108
	1.	Names of Reporting Persons.                      The Kennedy Company I.R.S. Identification Nos. of above persons (entities only).
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)
		(b)
	3.	SEC Use Only
	4.	Citizenship or Place of Organization             Colorado
Number of Shares Beneficially Owned by Each Reporting Person With
			5.	Sole Voting Power                 450,788 (if Convertible Note is converted into common stock)
			6.	Shared Voting Power              0
			7.	Sole Dispositive Power           450,788 (if Convertible Note is converted into common stock)
			8.	Shared Dispositive Power       0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person        450,788
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
	11.	Percent of Class Represented by Amount in Row (9)         1.98%
	12.	Type of Reporting Person (See Instructions)                OO

Item 1.
	(a)	Name of Issuer             Verilink Corporation
	(b)	Address of Issuer's Principal Executive Offices             127 Jetplex Circle, Madison, AL 35758
Item 2.
	(a)	Name of Person Filing             The Kennedy Company
	(b)	Address of Principal Business Office or, if none, Residence             5385 S. Newport Street, Greenwood Village, Colorado 80111
	(c)	Citizenship             United States
	(d)	Title of Class of Securities             Common Stock, par value $0.01
	(e)	CUSIP Number             923432108

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	[   ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	[   ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	[   ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	[   ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	[   ]	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	[   ]	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	[   ]	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	[   ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	[   ]	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)	[   ]	Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4.	Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned: The Kennedy Company is the holder of a Convertible Promissory Note dated February 5, 2004 issued by Verilink Corporation (the “Company”) in the original principal amount of $10 million.  If $2,400,000 of the remaining principal balance of the note is converted, it would be convertible into a maximum of 450,788 shares of the Company’s common stock.
	(b)	Percent of class:            1.98% (if Convertible Note is converted in whole)
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote:                                    450,788 (if Convertible Note is converted in whole)
		(ii)	Shared power to vote or to direct the vote                                0
		(iii)	Sole power to dispose or to direct the disposition of                  450,788
		(iv)	Shared power to dispose or to direct the disposition of              0
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d3(d)(1).

Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X]. Instruction: Dissolution of a group requires a response to this item.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
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 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.

Dated:  February 11, 2005

By:    /s/ James S. Kennedy
James S. Kennedy,
Sole Member of The Kennedy Company

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)