Sec Form 4 Filing - CEA CAPITAL PARTNERS USA L P @ OTELCO INC. - 2005-01-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CEA CAPITAL PARTNERS USA L P 2. Issuer Name and Ticker or Trading Symbol OTELCO INC. [ OTT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 199 WATER STREET, 20TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 01/06/2005 (Street) NEW YORK, NY10038 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock ( 1 ) 01/06/2005 S 421,999 D $ 14.288 ( 2 ) 3,855 I See Footnote ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CEA CAPITAL PARTNERS USA L P 199 WATER STREET, 20TH FLOOR NEW YORK, NY10038 X CEA CAPITAL PARTNERS USA C1 LP 199 WATER STREET, 20TH FLOOR NEW YORK, NY10038 X CEA Equity Offshore, Ltd. CAYMAN NATIONAL BUILDING, #200 ELGIN AVE P.O. BOX 1790 GT BSI GRAND CAYMAN, E900000 X CEA Investment Partners, L.P. 101 EAST KENNEDY BLVD., SUITE 3300 TAMPA, FL33602 X Atlantic American Holdings, Inc. 101 EAST KENNEDY BLVD., SUITE 3300 TAMPA, FL33602 X J. Patrick Michaels, Jr. Family Trust 101 EAST KENNEDY BLVD., SUITE 3300 TAMPA, FL33602 X Signatures [See CEA Capital Partners USA, L.P. Signature attached as Exhibit 99.2] 01/06/2005 Signature of Reporting Person Date [See CEA Capital Partners USA CI, L.P. Signature attached as Exhibit 99.2] 01/06/2005 Signature of Reporting Person Date [See CEA Equity Offshore, Ltd. Signature attached as Exhibit 99.2] 01/06/2005 Signature of Reporting Person Date [See CEA Investment Partners, L.P. Signature attached as Exhibit 99.2] 01/06/2005 Signature of Reporting Person Date [See Atlantic American Holdings, Inc. Signature attached as Exhibit 99.2] 01/06/2005 Signature of Reporting Person Date [See J. Patrick Michaels, Jr. Family Trust Signature attached as Exhibit 99.2] 01/06/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Included in the sale of 421,999 Income Deposit Securites ("IDSs") that each consisted of one share of Class A common stock and one 13% senior subordinated note due 2019 with a $7.50 principal amount. ( 2 )This is the sale price of the IDSs set forth in the Underwriting Agreement dated December 16, 2004, relating to the sale of the IDSs. ( 3 )See Exhibit 99.1.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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