Exhibit 4.1


                       AMENDMENT NO. 1 TO RIGHTS AGREEMENT

     AMENDMENT NO. 1, dated as of November [ ], 2004 (the "Amendment") to the
Rights Agreement, dated as of February 19, 2001, as amended July 2, 2001 (the
"Rights Agreement"), between Z-Tel Technologies, Inc., a Delaware corporation
(the "Company"), and American Stock Transfer & Trust Company, a New York
corporation, as rights agent (the "Rights Agent").

     WHEREAS, the Company pursuant to Section 27 of the Rights Agreement may,
and the Rights Agent shall, if the Company so directs, amend the Rights
Agreement without the approval of any holders of Rights (as defined in the
Rights Agreement), holders of the Company's common stock, par value $.01 per
share or holders of the Company's preferred stock, par value of $.01 per share;
and

     WHEREAS, the Company desires to amend and direct the Rights Agent to amend
the Rights Agreement.

     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
herein set forth, the parties hereby agree as follows:

     1. Amendments.

          (a) The definition of "Exempt Person" set forth in Section 1 of the
     Rights Agreement is hereby amended by moving the word "or" at the end of
     clause (vi)(A)(iii) thereof to the end of clause (vi)(A)(iv), inserting a
     comma at the end of clause (vi)(A)(iii) thereof and by adding the following
     as new clause (v)(A)(v) thereof:

               (v) the acquisition of or Beneficial Ownership of any Common
          Shares acquired in exchange for shares of any Series E Preferred
          Stock, or Series G Preferred Stock tendered by the BBH Parties in the
          Exchange Offer

          (b) Section 1 of the Rights Agreement shall be amended by adding the
     following as a new Section 1(ss) at the end thereof:

               (ss) "Exchange Offer" shall mean the Company's offer to exchange
          shares of Series D Preferred Stock, Series E Preferred Stock and
          Series G Preferred Stock for Common Shares as described in the
          Company's Amended Offer to Exchange dated October 28, 2004.


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     2. Effectiveness. This Amendment shall be deemed effective as of the date
first above written, as if executed on such date. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.

     3. Governing Law. This Amendment shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be governed
by and construed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State.

     4. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.

     5. Descriptive Headings. Descriptive headings of the several Sections of
this Amendment are inserted for convenience only and shall not control or affect
the meaning or construction of any of the provisions hereof.



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     IN WITNESS WHEREOF, the parties herein have caused this Amendment to be
duly executed and attested, all as of the date and year first written above.

                                 Z-Tel Technologies, Inc.


                                 By:
                                     ------------------------------------
                                     Name: Horace J. Davis, III
                                     Title:    Chief Executive Officer



                                 American Stock Transfer & Trust Company


                                 By:
                                     ------------------------------------
                                     Name:
                                     Title: