Sec Form 4 Filing - MCCARTHY GROUP INC @ BALLANTYNE OF OMAHA INC - 2004-11-19

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 MCCARTHY GROUP INC 2. Issuer Name and Ticker or Trading Symbol BALLANTYNE OF OMAHA INC [ BTN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Managing Member of Fulcrum (Last) (First) (Middle) 1125 SOUTH 103RD STREET, SUITE 450 3. Date of Earliest Transaction (MM/DD/YY) 11/19/2004 (Street) OMAHA, NE68124 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 Common Stock, par value $0.01 per share 11/19/2004 S 718,628 D $ 3 0 I SEE FOOTNOTE ( 1 )

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 MCCARTHY GROUP INC 1125 SOUTH 103RD STREET, SUITE 450 OMAHA, NE68124 Managing Member of Fulcrum FULCRUM GROWTH PARTNERS LLC 1125 SOUTH 103RD STREET, SUITE 450 OMAHA, NE68124 Sole Member of 10% Owner Signatures MCCARTHY GROUP, INC. /s/ Michael R. McCarthy Michael R. McCarthy, Chairman 11/23/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )McCarthy Group, Inc. ("MGI") is the sole managing member of Fulcrum Growth Partners, LLC ("Fulcrum") and owns a 20% membership interest in Fulcrum, and as such, has an indirect pecuniary interest in the securities of Ballantyne of Omaha, Inc. (the "Issuer") beneficially owned indirectly by Fulcrum. Fulcrum owns a 100% membership interest in BalCo Holdings, LLC ("BalCo") and, therefore, has an indirect pecuniary interest in the securities of the Issuer beneficially owned directly by BalCo. This Form 4 is being filed to report the sale by BalCo of 3,593,142 shares of common stock of the Issuer. The amount of securities of the Issuer reported in Column 5 represents the proportionate interest of MGI in the securities beneficially owned by Fulcrum pursuant to Rule 16a-1(a)(2)(ii)(B).

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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