This Amendment No. 1 ("Amendment No. 1") amends the Schedule 13D filed on August 10, 2006 (the "Schedule 13D") by the reporting persons, relating to their beneficial ownership of Common Stock (as defined in Item 5 below) of Team Financial, Inc. (the "Issuer").

      This Amendment No. 1 (i) amends and restates Item 2, Item 3, Item 4, Item 5 and Item 6 and (ii) reflects a material change since the filing of the Schedule 13D in the number of shares beneficially owned by Millenco, L.L.C. (and that may be deemed to be beneficially owned by the other reporting persons) and the percentage ownership of the Issuer’s Common Stock represented by Millenco, L.L.C.’s ownership of such shares. Except for the above-referenced amendments, Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.

Item 2.          Identity and Background.

      (a)-(c), (f). This statement is being filed by Millenco, L.L.C., a Delaware limited liability company, formerly known as Millenco, L.P., a Delaware limited partnership ("Millenco"). Millenco is a broker-dealer and a member of the American Stock Exchange and the NASDAQ. Millennium Management, L.L.C., a Delaware limited liability company ("Millennium Management"), is the manager of Millenco, and consequently may be deemed to have voting control and investment discretion over securities owned by Millenco. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management. As a result, Mr. Englander may be deemed to be the beneficial owner of any shares deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the shares owned by Millenco.

      The business address for Millenco, Millennium Management and Mr. Englander is 666 Fifth Avenue, New York, New York 10103. Mr. Englander is a United States citizen.

      Note: Millennium Partners, L.P., a Cayman Islands exempted limited partnership ("Millennium Partners"), is a non-managing member of Millenco. As a non-managing member, Millennium Partners has no investment or voting control over Millenco or its securities positions.

      (d).      During the last five years, none of the Reporting persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

      (e).      On December 1, 2005, Millennium Management and Mr. Englander, together with Millennium Partners and certain related persons and entities, entered into settlements with the Securities and Exchange Commission ("SEC") and the Attorney General of the State of New York (the "NYAG") relating to allegations that Millennium Partners had engaged in a pattern of deceptive "market timing" of mutual fund shares in years prior to 2004 and, in the case of the settlement with the NYAG only, had failed to take adequate steps to prevent a trader from engaging in mutual fund "late trading" in violation of firm policy. The parties neither admitted nor denied the allegations or findings (except as to jurisdiction) but consented to the entry of findings. The SEC proceedings are In the Matter of Millennium Partners, L.P., et al. Securities Act Release No. 8639 (December 1, 2005), available at www.sec.gov. Contemporaneously, the NYAG issued an Assurance of Discontinuance relating to the claims and findings of that office.

      Neither the reporting persons nor any other party admitted or denied any of the allegations or findings in these matters. The remedies included disgorgement by the entities of approximately $148 million of mutual fund trading profits, civil penalties aggregating approximately $32.15 million (with approximately $30 million being paid by Mr. Englander), an administrative order to cease and desist from violations of the antifraud provisions of the Securities Act and the Securities Exchange Act, and prophylactic relief.

Item 3.          Source and Amount of Funds or Other Consideration.

      The amount of funds used to purchase the beneficially owned shares in the transactions giving rise to Millenco’s current position in the Common Stock of the Issuer was approximately $818,500, calculated on an average cost basis (excluding brokerage commissions) by account. Millenco effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to Millenco as and when required to open or carry positions in the margin accounts, subject to applicable Federal margin regulations, stock exchange rules and the prime broker’s credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

Item 4.      Purpose of Transaction.

      The purpose of the acquisition of the Common Stock currently held by Millenco is for investment. The reporting persons may cause Millenco to make further acquisitions of shares of Common Stock from time to time or to dispose of any or all of the shares of Common Stock held by Millenco at any time.

      The reporting persons are engaged in the investment business. In pursuing this business, the reporting persons analyze the operations, capital structure and markets of companies, including the Issuer, on a continuous basis through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies (often at the invitation of management). From time to time, one or more of the reporting persons may hold discussions with third parties or with management of such companies in which the reporting persons may suggest or take a position with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder value. Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act, including, without limitation, such matters as disposing of or selling all or a portion of a company or acquiring another company or business, changing operating or marketing strategies, adopting or not adopting certain types of anti-takeover measures and restructuring a company’s capitalization or dividend policy.

      Except as set forth above, the reporting persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. Each of the reporting persons may, at any time, review or reconsider its position with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so.

Item 5.          Interest in Securities of the Issuer.

      (a)     As of the date hereof, Millenco is the beneficial owner of 61,293 shares of common stock, no par value of the Issuer ("Common Stock"), which represents in the aggregate approximately 1.7% of the outstanding shares of Common Stock. The calculation of the foregoing percentage is on the basis of an aggregate number of 3,591,084 outstanding shares of Common Stock, as reported by the Issuer on Form 10-Q, dated as of August 14, 2006.

      Millennium Management, as the manager of Millenco, may also be deemed to beneficially own the shares of Common Stock beneficially owned by Millenco.

      Mr. Englander, as the managing member of Millennium Management, may also be deemed to beneficially own the shares of Common Stock beneficially owned by Millenco.

      The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the Common Stock owned by Millenco.

      (b)     Mr. Englander may be deemed to hold the sole power to vote and to dispose of the shares of Common Stock described in (a) above. The foregoing should not be construed in and of itself as an admission by Mr. Englander as to beneficial ownership of the shares.

      (c)     Transactions in the Issuer’s Common Stock during the past 60 days: Schedule A annexed hereto lists all transactions in the Common Stock during the past 60 days by any of the reporting persons, which were all effected in the open market.

      (d)     No person other than the reporting persons is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the shares of Common Stock reported in this Amendment No. 1.

Item 6.          Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

      In connection with arrangements with its prime brokers, such prime brokers are permitted to lend securities in Millenco’s account to the extent permitted by debit balances in such account. Millenco ordinary will not have any knowledge of the specific loans made by such prime brokers. In addition, in the ordinary course of business, Millenco (or its prime brokers) may borrow securities to satisfy delivery obligations arising from short sales and may lend securities to third parties and such loans generally may be recalled upon demand.     

     There are no other contracts, arrangements, understandings or relationships among the reporting persons, or between the reporting persons and any other person, with respect to the securities of the Issuer.

Item 7.      Material to Be Filed as Exhibits.

      Exhibit I: Joint Filing Agreement, dated as of November 2, 2006, by and among Millenco, L.L.C., Millennium Management, L.L.C. and Israel A. Englander.