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* BARANDIARAN WALTER (Last) (First) (Middle) 60 MADISON AVENUE (Street) NEW YORK NY 10010 (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 10% Owner Officer (give title below) Other (specify below)	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	45,836	I	See footnote(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Note	09/30/2004	09/30/2005(2)	Common Stock	120,000	$2.75	I	See footnote(1)
Convertible Note(2)	11/18/2004	11/18/2006	Common Stock	92,308	$3.25	I	See footnote(1)
Convertible Note(2)	12/09/2004	12/09/2006	Common Stock	123,077	$3.25	I	See footnote(1)
Warrants	12/09/2004	12/09/2007	Common Stock	24,616	$4	I	See footnote(1)
Warrants	11/18/2004	11/18/2007	Common Stock	18,462	$4	I	See footnote(1)
Preferred Stock	05/24/2004	(3)	Common Stock	248,164	$3	I	See footnote(4)
Preferred Stock	05/24/2005	(3)	Common Stock	1,241,162	$3	I	See footnote(1)

Explanation of Responses:

1. Held by Argentum Capital Partners II, L.P. by Argentum Partners II, L.L.Co., its General Partner; by Argentum Investments, L.L.C. its Managing Member; by Walther Barandiaran, Managing Member; by Walter H. Barandiaran, its President

2. 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.

3. No Expiration Date.

4. Held by Argentum Capital Partners, L.P. by BR Associates, its General Partner; Walter H. Barandiaran, its President

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/ Arnold S. Graber, As Attorney-In-Fact	05/12/2005
	** 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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