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Washington, D.C. 20549


Under the Securities Exchange Act of 1934
(Amendment No. 1 )*


(Name of Issuer)


(Title of Class of Securities)


(CUSIP Number)

DECEMBER 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)

CUSIP No. 143130102

  1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
JOHN W. BRISTOL & CO., INC. FEIN 13-2944656

  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) [ ]
    (b) [ ]

  3. SEC Use Only . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  4. Citizenship or Place of Organization USA

Number of
Owned by
Each Reporting
Person With
5. Sole Voting Power   152,364

6. Shared Voting Power   31,400

7. Sole Dispositive Power   213,362

8. Shared Dispositive Power 0

9. Aggregate Amount Beneficially Owned by Each Reporting Person   213,362

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11. Percent of Class Represented by Amount in Row (9) .02 %

12. Type of Reporting Person (See Instructions)


Item 1.
  (a) Name of Issuer CARMAX INC.
  (b) Address of Issuer's Principal Executive Offices
    4900 Cox Road, Glen Allen, VA 23060
Item 2.
  (a) Name of Person Filing JOHN W. BRISTOL & CO., INC.
  (b) Address of Principal Business Office or, if none, Residence
    48 WALL STREET, NEW YORK, NY 10005
  (c) Citizenship   USA
  (d) Title of Class of Securities   COMMON STOCK
  (e) CUSIP Number 143130102
Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c).
  (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
  (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
  (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
  (e) [X] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
  (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
  (g) [ ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
  (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
  (j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
  (a) Amount beneficially owned:  213,362
  (b) Percent of class: .02%
  (c) Number of shares as to which the person has:
    (i) Sole power to vote or to direct the vote  152,364
    (ii) Shared power to vote or to direct the vote  31,400
    (iii) Sole power to dispose or to direct the disposition of   213,362
    (iv) Shared power to dispose or to direct the disposition of  0
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.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Item 8. Identification and Classification of Members of the Group
Item 9. Notice of Dissolution of Group
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.


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.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)

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