Edgar Filing: OWL CREEK I LP

Ownership Submission

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 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 ^*

OWL CREEK I LP

2. Issuer Name and Ticker or Trading Symbol
TIMCO AVIATION SERVICES INC [TMAS]

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)

640 FIFTH AVENUE, 20TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2005

(Street)

NEW YORK, NY 10019

4. If Amendment, Date Original Filed(Month/Day/Year)
10/21/2005

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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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, $.001 par value per share ("Common Stock")	11/15/2005		X		2,233,442 ⁽¹⁾	A	$ 4.8 ⁽¹⁾	3,722,399 ⁽¹⁾	I ⁽²⁾ ⁽³⁾	See Footnote ⁽²⁾ ⁽³⁾

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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Subscription Rights (right to buy)

$ 4.8 ⁽¹⁾

11/15/2005

2,233,442 ⁽¹⁾

10/19/2005

11/15/2005⁽¹⁾

Common Stock

2,233,442 ⁽¹⁾

$ 0

I ⁽²⁾ ⁽³⁾

See Footnote ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
OWL CREEK I LP 640 FIFTH AVENUE, 20TH FLOOR NEW YORK, NY 10019		X

Signatures

OWL CREEK I, L.P.; By: /s/ Owl Creek Advisors, LLC, its general partner; By: /s/ Jeffrey A. Altman, Managing Member		12/01/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This Form 4 is being filed as a result of the acquisition of shares by the reporting persons pursuant to a rights offering made by the issuer to the holders of Commons Stock as of 5:00 p.m., New York City time, on October 19, 2005 (the "record date"). Pursuant to the terms of the rights offering, the holders of Common Stock on the record date were granted the right to purchase additional shares of the issuer's common stock for a subscription price of $4.80 per share. The reporting persons participated in the rights offering to the full extent of their basic subscription privilege. The rights offering closed on November 22, 2005. Accordingly, this Form 4 has been amended to accurately reflect the number of shares acquired as a result thereof.
(2)	The shares of Common Stock to which this note relates are held directly by Owl Creek I, L.P., a Delaware limited partnership ("Owl Creek I"), as to 165,359 shares; Owl Creek II, L.P., a Delaware limited partnership ("Owl Creek II"), as to 1,299,607 shares; Owl Creek Overseas Fund, Ltd., a Cayman Islands exempted company ("Owl Creek Overseas I"), as to 1,907,606 shares; and Owl Creek Overseas Fund II, Ltd., a Cayman Islands exempted company ("Owl Creek Overseas II"), as to 349,827 shares.
(3)	Owl Creek Advisors, LLC (the "General Partner") serves as the general partner of, and has the power to direct the affairs of, Owl Creek I and Owl Creek II. Owl Creek Asset Management, L.P. (the "Investment Manager") serves as the investment manager to, and has the power to direct the investment activities of, Owl Creek Overseas I and Owl Creek Overseas II. Jeffrey A. Altman is the managing member of the General Partner and the general partner of the Investment Manager. Each of the reporting persons disclaims beneficial ownership of the securities to which this Form 4 relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of the reporting persons pecuniary interest in the securities.

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