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* ELLWEIN CHARLES E (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2004	3. Issuer Name and Ticker or Trading Symbol CATALYTICA ENERGY SYSTEMS INC [ CESI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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, $0.001 par value	2,280,338	I	See footnotes(1)(2)(3)(4)

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

1. Name and Address of Reporting Person* ELLWEIN CHARLES E (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%

1. Name and Address of Reporting Person* PATEL RAJIV A (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%

Explanation of Responses:

1. This Form 3 is being filed to reflect that effective on January 1, 2004, each of Charles E. Ellwein ("Ellwein") and Rajiv A. Patel ("Patel") became a managing member of Farallon Capital Management, L.L.C. ("FCMLLC") and Farallon Partners, L.L.C. ("FPLLC") and as such may be deemed to be a beneficial owner of the securities beneficially owned by such entities as of such date.

2. There have been no transactions in the Issuer's securities by Ellwein or Patel and there have been no transactions in the Issuer's securities by FCMLLC, FPLLC or by the Partnerships or the Managed Account (as defined in footnote (3) of this Form 3) since such entities' Schedule 13G, Amendment No. 3 (the "13G"), was filed on February 7, 2003.

3. As previously reported on the 13G filed jointly by the following entities and individuals on February 7, 2003: (i) all of these securities are owned directly by Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P., Farallon Capital Institutional Partners II, L.P., Farallon Capital Institutional Partners III, L.P., Tinicum Partners, L.P. (collectively, the "Partnerships") or a discretionary account (the "Managed Account") managed by FCMLLC, (ii) the securities owned directly by the Partnerships may be deemed to be beneficially owned by FPLLC, as the general partner of each of the Partnerships and the securities owned by such Managed Account may be deemed to be beneficially owned by FCMLLC, as advisor to such account, and (iii) the securities owned directly by the Partnerships and the Managed Account may be deemed to be beneficially owned by the managing members and the senior managing member of FCMLLC and FPLLC.

4. Ellwein, Patel and FCMLLC disclaim any beneficial ownership of any of the Issuer's securities reported or referred to herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "'34 Act"). FPLLC disclaims any beneficial ownership of any of the Issuer's securities referred to herein for purposes of Rule 16a-1(a) under the '34 Act, except as to securities representing its pro rata interest in, and interest in the profits of, the Partnerships. The entities and individuals identified in footnotes (1) and (3) of this Form 3 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 3 shall not be deemed to be an admission that such entities and individuals are members of such group.

	/s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for each of Charles E. Ellwein and Rajiv A. Patel	01/07/2004
	.	01/07/2004
	** Signature of Reporting Person	Date
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