UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549


________________


SCHEDULE 13G


Under the Securities Exchange Act of 1934


(Amendment No. 5)*


APAC Customer Services, Inc.

(Name of Issuer)


Common Stock

Par Value $0.01 per Share

 (Title of Class of Securities)


00185E106

(CUSIP Number)


December 31, 2005

(Date of Event Which Requires Filing of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


[   ]

Rule 13d-1(b)

[X]

Rule 13d-1(c)

[   ]

Rule 13d-1(d)


__________________________

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.


The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934  (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).









13G



CUSIP No. 00185E106



Page 2 of 6 Pages




1

NAME OF REPORTING PERSON/

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)

Calm Waters Partnership

39-6220593


2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   [  ]

(b)   [  ]


3

SEC USE ONLY


4

CITIZENSHIP OR PLACE OF ORGANIZATION


Wisconsin

Number of

Shares Beneficially

Owned by Each

Reporting Person

With

5

SOLE VOTING POWER


0

6

SHARED VOTING POWER


2,405,499

7

SOLE DISPOSITIVE POWER


0

8

SHARED DISPOSITIVE POWER


2,405,499


9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


2,405,499


10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES


N/A


11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


4.9%


12

TYPE OF REPORTING PERSON


PN









13G



CUSIP No. 00185E106



Page 3 of 6 Pages




1

NAME OF REPORTING PERSON/

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)

Richard S. Strong


2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   [  ]

(b)   [  ]


3

SEC USE ONLY


4

CITIZENSHIP OR PLACE OF ORGANIZATION


USA

Number of

Shares Beneficially

Owned by Each

Reporting Person

With

5

SOLE VOTING POWER


0

6

SHARED VOTING POWER


2,405,499

7

SOLE DISPOSITIVE POWER


0

8

SHARED DISPOSITIVE POWER


2,405,499


9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


2,405,499


10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES


N/A


11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.9%


12

TYPE OF REPORTING PERSON


IN










13G



CUSIP No. 00185E106



Page 4 of 6 Pages



Item 1(a).

Name of Issuer


APAC Customer Services, Inc.


Item 1(b).

Address of Issuer’s Principal Executive Offices


Six Parkway North

Deerfield, Illinois 60015

USA


Item 2(a).

Name of Person Filing


Calm Waters Partnership

Richard S. Strong


Item 2(b).

Address of Principal Business Office


c/o Godfrey & Kahn, S.C.

780 N. Water Street

Milwaukee

Wisconsin 53202


Item 2(c).

Citizenship


Calm Waters Partnership is a Wisconsin general partnership

Richard Strong is a U.S. Citizen


Item 2(d).

Title of Class of Securities


Common Stock Par Value $0.01 per Share.


Item 2(e).

CUSIP Number


00185E106











13G



CUSIP No. 00185E106



Page 5 of 6 Pages




Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: N/A



Item 4.

Ownership.


(a)

Amount beneficially owned:


See responses to Item 9 of the cover pages


(b)

Percent of Class:


See responses to Item 11 of the cover pages


 (c)

Number of shares as to which such persons have:


(i)

Sole power to vote or to direct the vote:

0


(ii)

Shared power to vote or to direct the vote:

See responses to Item 6 of the cover pages.


(iii)

Sole power to dispose or to direct the disposition of:

0


(iv)

Shared power to dispose or to direct the disposition of:

See responses to Item 8 of the cover pages.


Item 5.

Ownership of Five Percent or Less of a Class.


If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ.


Item 6.

Ownership of More than Five Percent on Behalf of Another Person.


N/A





13G



CUSIP No. 00185E106



Page 6 of 6 Pages




Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.


N/A



Item 8.

Identification and Classification of Members of the Group.


N/A



Item 9.

Notice of Dissolution of Group.


N/A



Item 10.

Certifications.


By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



Dated: January 18, 2006

  /s/ Richard S. Strong                                                

Richard S. Strong*



Calm Waters Partnership


Dated: January 18, 2006

By:   /s/ Richard S. Strong                                         

Richard S. Strong*

Partner

*Pursuant to previously filed Joint Filing Agreement