[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Delaware (State of incorporation)

23-2827736 (I.R.S. Employer Identification No.)

12020 Sunrise Valley Drive, Suite 250, Reston, Virginia (Address of principal executive offices)

20191 (Zip Code)

	Page
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Statements of Operations - Three Months Ended March 31, 2004 and 2003 (unaudited)	2
Consolidated Balance Sheets – March 31, 2004 and December 31, 2003 (unaudited)	3
Consolidated Statements of Cash Flows – Three Months Ended March 31, 2004 and 2003 (unaudited)	4
Notes to Consolidated Financial Statements (unaudited)	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3. Quantitative and Qualitative Disclosure About Market Risk	16
Item 4. Controls and Procedures	16
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits	17
(b) Reports on Form 8-K	17

	1

		Three Months Ended March 31,
		2004			2003
Revenue		$	109,321		$	87,843
Costs and expenses:
Network and line costs			54,220			43,884
General and administrative expenses			15,162			12,879
Provision for doubtful accounts			3,421			2,223
Sales and marketing expenses			17,284			9,371
Depreciation and amortization			5,131			4,307
Total costs and expenses			95,218			72,664
Operating income			14,103			15,179
Other income (expense):
Interest income			101			110
Interest expense			(817	)		(2,479	)
Other income, net			--			2,151
Income before provision for income taxes			13,387			14,961
Provision for income taxes			5,031			5,835
Net income		$	8,356		$	9,126
Income per share – Basic:
Net income per share		$	0.31		$	0.35
Weighted average common shares outstanding			26,674			26,376
Income per share – Diluted:
Net income per share		$	0.29		$	0.32
Weighted average common and common equivalent shares outstanding			28,862			29,940

	2

		March 31, 2004			December 31, 2003
Assets
Current assets:
Cash and cash equivalents		$	29,749		$	35,242
Accounts receivable, trade (net of allowance for uncollectible accounts of $10,032 and $9,414 at March 31, 2004 and December 31, 2003, respectively)			42,660			40,321
Deferred income taxes			24,568			24,605
Prepaid expenses and other current assets			5,941			5,427
Total current assets			102,918			105,595
Property and equipment, net			65,390			68,069
Goodwill			19,503			19,503
Intangibles, net			3,955			4,666
Deferred income taxes			36,528			40,543
Other assets			7,850			7,547
		$	236,144		$	245,923
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	39,470		$	35,296
Sales, use and excise taxes			14,131			14,551
Deferred revenue Legal settlements			12,599			10,873
Current portion of long-term debt			16,797			16,806
Accrued compensation			2,905			9,888
Other current liabilities			5,769			7,027
Total current liabilities			91,671			94,441
Long-term debt			16,351			31,791
Deferred income taxes			19,920			19,904
Commitments and contingencies
Stockholders' equity:
Preferred stock - $.01 par value, 5,000,000 shares authorized; no shares outstanding			--			--
Common stock - $.01 par value, 100,000,000 shares authorized; 26,683,094 and 26,662,952 issued and outstanding at March 31, 2004 and December 31, 2003, respectively			280			280
Additional paid-in capital			354,906			354,847
Accumulated deficit			(241,984	)		(250,340	)
Treasury stock - $.01 par value, 1,315,789 shares at March 31,2004 and December 31, 2003, respectively			(5,000	)		(5,000	)
Total stockholders' equity			108,202			99,787
		$	236,144		$	245,923

	3

		Three Months Ended March 31,
		2004			2003
Cash flows from operating activities:
Net income		$	8,356		$	9,126
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for doubtful accounts			3,421			2,223
Depreciation and amortization			5,131			4,307
Non-cash compensation			9			--
Non-cash interest and amortization of accrued interest liabilities			(65	)		(65	)
Gain from extinguishment of debt			--			(2,154	)
Deferred income taxes			4,068			5,835
Changes in assets and liabilities:
Accounts receivable, trade			(5,760	)		(5,343	)
Prepaid expenses and other current assets			(514	)		(145	)
Other assets			(13	)		1,114
Accounts payable			4,174			3,325
Sales, use and excise taxes			(420	)		332
Deferred revenue			1,726			1,154
Accrued compensation			(6,983	)		(2,251	)
Other current liabilities			(1,258	)		(2,849	)
Net cash provided by operating activities			11,872			14,609
Cash flows from investing activities:
Capital expenditures			(1,220	)		(2,691	)
Capitalized software development costs			(811	)		(663	)
Net cash used in investing activities			(2,031	)		(3,354	)
Cash flows from financing activities:
Payments of borrowings			(15,000	)		(10,793	)
Payments of capital lease obligations			(384	)		(16	)
Proceeds from exercise of options and warrants			50			12
Purchase of treasury stock			--			(5,000	)
Net cash used in financing activities			(15,334	)		(15,797	)