UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 14)*

                        ADVANCED MARKETING SERVICES, INC.
                                (Name of Issuer)

                    Common Stock, Par Value $0.001 Per Share
                         (Title of Class of Securities)

                                   0753T 10 5
                                 (CUSIP Number)

Check the following box if a fee is being paid with this statement __. (A fee is
not required  only if the filing  person:  (1) has a previous  statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7).

*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).



CUSIP NUMBER: 00753T 10 5      13G

 1. NAME OF REPORTING PERSON:  Charles Carpenter Tillinghast, III,
                               as Trustee of Tillinghast Family Trust
                               UTD April 7, 1988
                               Social Security or IRS ID:

 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)
    Not applicable                                      (b)

 3. SEC USE ONLY

 4. CITIZENSHIP OR PLACE OF ORIGIN: U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

              5. SOLE VOTING POWER: 2,098,588

              6. SHARED VOTING POWER: -0-

              7. SOLE DISPOSITIVE POWER: 2,098,588

              8. SHARED DISPOSITIVE POWER: -0-

 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,098,588

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
    Not Applicable

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 10.9%

12. TYPE OF REPORTING PERSON: Individual (as Trustee)

ITEM 1.

   (a)  Name of Issuer: Advanced Marketing Services, Inc.

   (b)  Address of Issuer's Principal Executive offices:
        5880 Oberlin Dr., Suite 400, San Diego, California 92121-9653

ITEM 2.

   (a)  Name of Person Filing: Charles Carpenter Tillinghast, III,
                               individually and as Trustee

   (b)  Address of Principal Business Office:
        5880 Oberlin Dr., Suite 400, San Diego, California 92121-9653

   (c)  Citizenship: U.S.A.

   (d)  Title of Class of Securities: Common Stock

   (e)  CUSIP Number: 00753T 10 5



ITEM 3.(c) STATEMENT FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b):
           Not applicable.

ITEM 4.   OWNERSHIP

   (a)  Amount Beneficially Owned: 2,098,588

   (b)  Percent of Class:  10.9%

   (c)  Number of shares as to which reporting person has:
        (i)   sole power to vote or to direct the vote: 2,098,588
        (ii)  shared power to vote or to direct the vote: 0
        (iii) sole power to dispose or to direct the disposition of:
              2,098,588
        (iv)  shared power to dispose or to direct the disposition of:  0

ITEM 5.   OWNERSHIP OF 5% OR LESS OF A CLASS: Not applicable

ITEM 6.   OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON:
          Not applicable

ITEM 7.   IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
          THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
          Not applicable

ITEM 8.   IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
          Not applicable

ITEM 9.   NOTICE OF DISSOLUTION OF GROUP: Not applicable.

ITEM 10.  CERTIFICATION: Not applicable


Includes  75,000 shares held by the Charles and Cynthia  Tillinghast  Charitable
Remainder  Unit  Trust as to which Mr. & Mrs.  Tillinghast  disclaim  beneficial
ownership.



                                    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.

                                    Date: February 13, 2004


                                    /S/ CHARLES C. TILLINGHAST III
                                    ------------------------------
                                    Charles C. Tillinghast, III
                                    Individually and as Trustee