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                                                                   Exhibit 10.39
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                                PROMISSORY NOTE

$227,752                                                        Golden, Colorado
                                                                   July 25, 2001

          FOR VALUE RECEIVED, and at the times hereinafter specified, the
undersigned Gene Warren ("Maker") hereby promises to pay to the order of ACT
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Teleconferencing, Inc., a Colorado corporation (hereinafter referred to,
together with each subsequent holder hereof, as "Holder"), at 1658 Cole
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Boulevard, Suite 130, Golden, Colorado  80401, or at such other address as may
be designated from time to time hereafter by Holder, the principal sum of TWO
HUNDRED TWENTY SEVEN THOUSAND SEVEN HUNDRED FIFTY TWO AND NO/100THS DOLLARS
($227,752.00), together with interest on the principal balance outstanding from
time to time, as hereinafter provided, in lawful money of the United States of
America.

          This note is secured by full recourse to the tangible personal
property owned by Maker in accordance with the Security Agreement dated July 25,
2001.

          The principal outstanding from time to time hereunder shall bear
interest at 7.5 percent per annum.  Any outstanding principal balance hereof,
together with all accrued but unpaid interest, shall be due and payable on  June
30, 2003.

          Maker may prepay this note at any time in whole or in part, with
accrued interest to the date of such payment on the amount prepaid, without
premium or penalty.  No partial prepayment shall relieve Maker of the obligation
to pay the remaining principal or interest thereon when due hereunder.  No
amount which has been prepaid shall thereafter be available for borrowing again
at a later time.

          Any default in payment of any sum due hereunder or performance of any
covenant or agreement herein contained, which default is not cured within 10
days, shall constitute an event of default hereunder.  Upon the occurrence of
any event of default, the entire balance of principal, accrued interest, and
other sums owing hereunder shall, at the option of Holder, become at once due
and payable without notice or demand.  Any payment not made when due hereunder,
including the interest component thereof, by acceleration or otherwise, shall
bear interest from the date due until paid at a rate equal to 9.5% per annum
(the "Default Rate").  All payments hereunder shall, at Holder's option, be
applied first to the payment of accrued and unpaid interest at the Default Rate
on any payments that are in default; followed by payment of accrued and unpaid
interest through the date of default; and then to the reduction of principal.

          Maker and all parties now or hereafter liable for the payment hereof,
primarily or secondarily, directly or indirectly, and whether as endorser,
guarantor, surety, or otherwise, hereby severally (a) waive presentment, demand,
protest, notice of protest and/or dishonor, and all other
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demands or notices of any sort whatsoever with respect to this note, (b) consent
to impairment or release of collateral, extensions of time for payment, and
acceptance of partial payments before, at, or after maturity, (c) waive any
right to require Holder to proceed against any security for this note before
proceeding hereunder, (d) consent to the release of any other party liable
hereunder, without diminishing or in any way affecting their liability
hereunder, and (e) agree to pay all costs and expenses, including attorneys'
fees and expenses, which may be incurred in the collection of this note or any
part thereof or in preserving, securing possession of, and realizing upon any
security for this note.

          In the event action is necessary to collect any interest or principal
due to enforce Holder's rights under Security Agreement, Maker is required to
pay all costs of collection, including reasonable attorney's fees.

          If any provision hereof or of any other document securing or related
to the indebtedness evidenced hereby is, for any reason and to the extent,
invalid or unenforceable, then neither the remainder of the document in which
such provision is contained, nor the application of the provision to other
persons, entities, or circumstances, nor any other document referred to herein,
shall be affected thereby, but instead shall be enforceable to the maximum
extent permitted by law.

          This note may not be amended or modified except by an instrument in
writing signed by the party against whom enforcement of any amendment or
modification is sought.  Each provision of this note shall be and remain in full
force and effect notwithstanding any negotiation or transfer hereof to any other
Holder or participant.  Regardless of the place of its execution, this note
shall be construed and enforced in accordance with the laws of the State of
Colorado.

                              MAKER:



                              ________________________________________________
                              Gene Warren

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