SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Provell, Inc.

(Name of Issuer)

Class A Common Stock

Par Value $0.01 per Share

(Title of Class of Securities)

74372Y100

(CUSIP Number)

December 31, 2002

(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 in 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.

13G

CUSIP No. 74372Y100

Page 2 of 7 Pages

NAME OF REPORTING PERSON/

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

Calm Waters Partnership

39-6220593

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]

(b) [ ]

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Wisconsin, USA

Number of

Shares Beneficially

Owned by Each

Reporting Person

With

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

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

N/A

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

TYPE OF REPORTING PERSON

CUSIP No. 74372Y100

Page 3 of 7 Pages

NAME OF REPORTING PERSON/

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

Richard S. Strong

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ ]

(b) [ ]

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Wisconsin, USA

Number of

Shares Beneficially

Owned by Each

Reporting Person

With

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

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

N/A

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

TYPE OF REPORTING PERSON

13G

CUSIP No. 74372Y100

Page 4 of 7 Pages

Item 1(a).

Name of Issuer

Provell, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices

301 Carlson Parkway

Suite 201

Minneapolis, Minnesota 55305

USA

Item 2(a).

Name of Person Filing

Item 2(b).

Address of Principal Business Office

Item 2(c).

Citizenship

Calm Waters Partnership

(together with Richard S. Strong,

the “Reporting Persons”)

c/o Richard S. Strong,

General Partner

100 Heritage Reserve

Menomonee Falls

Wisconsin 53051

(414) 359-3400

A Wisconsin general partnership

Richard S. Strong

100 Heritage Reserve

Menomonee Falls

Wisconsin 53051

(414) 359-3400

U.S. Citizen

Calm Waters Partnership is a private investment vehicle owned by Mr. Strong and family members.

Item 2(d).

Title of Class of Securities

Class A Common Stock, Par Value $0.01 per share.

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CUSIP No. 74372Y100

Page 5 of 7 Pages

Item 2(e).

CUSIP Number

74372Y100

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:

(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:

(i)

Shared power to dispose or to direct the disposition of:

See responses to Item 8 of the cover pages.

13G

CUSIP No. 74372Y100

Page 6 of 7 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 [ X ].

Item 6.

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

N/A

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: February 12, 2003

/s/ Richard S. Strong

Richard S. Strong

Calm Waters Partnership

Dated: February 12, 2003

By: Richard S. Strong

Richard S. Strong

General Partner

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CUSIP No. 74372Y100

Page 7 of 7 Pages

Exhibit A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with the other reporting person of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, par value $0.01 per share, of Provell, Inc., and that this Agreement be included as an Exhibit to such joint filing.

This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 12th day of
February, 2003.

Dated: February 12, 2003

/s/ Richard S. Strong

Richard S. Strong

Calm Waters Partnership

Dated: February 12, 2003

By: /s/ Richard S. Strong

Richard S. Strong

General Partner

PROVELL INC SC 13G/A