SEC FORM 3/A

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

AGUERO CARLOS E

(Last)

(First)

(Middle)

186 NORTH AVENUE EAST

(Street)

CRANFORD

07016

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/14/2005

3. Issuer Name and Ticker or Trading Symbol
METALICO INC [ MEA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & President

5. If Amendment, Date of Original Filed (Month/Day/Year)
02/14/2005

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	44,331	D
Common Stock	445,000	D⁽¹⁾
Common Stock	2,836,331	I	See footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants (Right to Buy)	11/18/2004	11/18/2007	Common Stock	8,000	$4	D
Options (Right to Buy)	12/31/1998	12/31/2005	Common Stock	38,462	$0.3	D
Options (Right to Buy)	12/31/2002	12/31/2007	Common Stock	10,000	$2.5	D
Options (Right to Buy)	12/31/2003⁽³⁾	12/31/2008	Common Stock	10,000	$2	D
September, 2004, Convertible Note	09/30/2004	09/30/2005⁽⁴⁾	Common Stock	180,000	$2.75	D
November, 2004 Convertible Note	11/18/2004	11/18/2006	Common Stock	40,000	$3.25	D
Preferred Stock	05/24/2004	⁽⁵⁾	Common Stock	2,197,676	$3	D

Explanation of Responses:

1. Held by Carlos E. Aguero & Dagmara A. Pablo-Aguero JTWROS.

2. Held by Dankris Holdings LLC, Carlos E. Aguero, Managing Member.

3. Vests in equal monthly installments over 36 months.

4. If not previously converted for Common Stock within 14 days after the date of the Company's Common Stock is listed on the American Stock Exchange, then the Notes cease to be convertible into Company Common Stock.

5. No Expiration Date.

Remarks:

The reporting person timely filed his Form 3 using the issuer's EDGAR access codes. The reporting person has now obtained his own EDGAR codes and is filing this amendment to his Form 3.

	/s/ Carlos E. Aguero	03/14/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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