Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  RICHLAND VENTURES III L P
 2. Date of Event Requiring Statement (Month/Day/Year)
11/29/2004		 3. Issuer Name and Ticker or Trading Symbol
Z TEL TECHNOLOGIES INC [ZTEL]
(Last)
(First)
(Middle)
1201 16TH AVENUE SOUTH		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NASHVILLE, TN 37212		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 6,422,574
D (1)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant 11/29/2004 07/05/2005 Common Stock 174,595 $ 49.9 D (1)  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RICHLAND VENTURES III L P
1201 16TH AVENUE SOUTH
NASHVILLE, TN 37212		     X    

Signatures

/S/ Jack Tyrell as General Partner of Richland Partners III, the General Partner of Richland Ventures III, L.P. 12/08/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) These securities are held directly by Richard Ventures III, L.P., a Delaware limited partnership "RVIII", the general partner of which is Richland Partners III, a Delaware general partnership "RPIII". RPIII disclaims beneficial ownership of the securities reported herein except to the extent of its partnership interest. Mr. Tyrell, Mr. Ortale and Mr. Hoffman are individual general partners of RPIII and each disclaims beneficial ownership of the securities reported herein except to the extent of his partnership interest.

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