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* Noonday Asset Management, L.P. (Last) (First) (Middle) 227 WEST TRADE STREET SUITE 2140 (Street) CHARLOTTE NC 28202 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2005	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, $.001 par value	2,274,960	I	See Footnotes(1)(2)(3)(4)(5)(6)

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* Noonday Asset Management, L.P. (Last) (First) (Middle) 227 WEST TRADE STREET SUITE 2140 (Street) CHARLOTTE NC 28202 (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* Noonday G.P. (U.S.), L.L.C. (Last) (First) (Middle) C/O NOONDAY ASSET MANAGEMENT, L.P. 227 WEST TRADE STREET SUITE 2140 (Street) CHARLOTTE NC 28202 (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* Noonday Capital, L.L.C. (Last) (First) (Middle) C/O NOONDAY ASSET MANAGEMENT, L.P. 227 WEST TRADE STREET SUITE 2140 (Street) CHARLOTTE NC 28202 (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* COHEN DAVID I (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. The amount of securities shown in this row is 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. and Tinicum Partners, L.P. (collectively, the "Partnerships") and by a discretionary account (the "Managed Account") managed by Farallon Capital Management, L.L.C. ("FCMLLC"). As the general partner to each of the Partnerships, Farallon Partners, L.L.C. ("FPLLC") may be deemed to be the beneficial owner of the Issuer's securities held by each of the Partnerships. FCMLLC, as the registered investment adviser to the Managed Account, may be deemed to be the beneficial owner of the Issuer's securities held by the Managed Account.

2. Effective as of January 1, 2005, each of Noonday G.P. (U.S.), L.L.C. ("NGPUS") and Noonday Asset Management, L.P. ("NAMLP") has entered into an investment subadvisory agreement with FPLLC and FCMLLC. Each of NGPUS and NAMLP, as a sub-investment adviser to the Partnerships and the Managed Account, may be deemed to be the beneficial owner of the Issuer's securities held by the Partnerships and the Managed Account. NGPUS and NAMLP hereby disclaim any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, or otherwise.

3. As the general partner of NAMLP, Noonday Capital, L.L.C. ("NCLLC") may be deemed to be the beneficial owner of the Issuer's securities held by the Partnerships and the Managed Account. NCLLC disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities representing NCLLC's pro rata interest in, and interest in the profits of, NAMLP.

4. David I. Cohen ("Cohen"), as the managing member of NGPUS and NCLLC, may be deemed to be the beneficial owner of the Issuer's securities held by the Partnerships and the Managed Account. Cohen disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, or otherwise.

5. All of such securities of the Issuer have been previously reported by the Partnerships and the Managed Account on the Form 4s filed on July 8, 2004 by the Partnerships, the Managed Account and the other entities and individuals listed on such forms. There have been no transactions by the Partnerships or the Managed Account in such securities since such Form 4s were filed.

6. The Reporting Persons may be deemed to be members of a group which beneficially owns equity securities of the Issuer. The filing of this Form 4 shall not be deemed to be an admission that such Reporting Persons are members of such a group.

Remarks:

Exhibit List: Exhibit 24.1: Power of Attorney - Noonday Asset Management, L.P.; Exhibit 24.2: Power of Attorney - Noonday G.P. (U.S.), L.L.C.; Exhibit 24.3: Power of Attorney - Noonday Capital, L.L.C.; Exhibit 24.4: Power of Attorney - David I. Cohen

	/s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for each of the reporting persons listed in footnotes (1) to (4) of this Form 3	01/04/2005
	.	01/04/2005
	.	01/04/2005
	.	01/04/2005
	** 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).
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