SEC FORM 3

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^*

AMARANTH LLC

(Last)

(First)

(Middle)

ONE AMERICAN LANE

(Street)

GREENWICH

06831

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2003

3. Issuer Name and Ticker or Trading Symbol
EVCI CAREER COLLEGES INC [ EVCI ]

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

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

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

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	2,115,553	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)
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)

Explanation of Responses:

1. The 2,115,553 shares of Common Stock beneficially owned by Amaranth L.L.C. ("Amaranth L.L.C."), are held through its subsidiary Amaranth Trading L.L.C., a Delaware limited liability company. Amaranth Advisors L.L.C., a Delaware limited liability company ("Amaranth Advisors"), is the managing member of Amaranth L.L.C. and as such it may be deemed to beneficially own the shares of Common Stock held indirectly by Amaranth L.L.C. Amaranth Advisors expressly disclaims equitable ownership of and pecuniary interest in any Common Stock. Nicholas M. Maounis, an individual and citizen of the United States, may be deemed to beneficially own the shares of Common Stock held by Amaranth L.L.C. as a result of being the managing member of Amaranth Advisors.

2. Mr. Maounis expressly disclaims equitable ownership of and pecuniary interest in any Common Stock, except for 20,000 shares of Common Stock which he beneficially owns in his individual capacity and are not included in the calculation of the Reporting Person's beneficial holdings.

3. This Form 3 is being filed solely to take into account shares of Common Stock of the Issuer that the Reporting Person will hold upon the mandatory conversion of the Issuer's Series B 7% Convertible Preferred Stock (the "Series B Preferred") on September 22, 2003.

4. Prior to September 22, 2003, the amount of Common Stock held by the Reporting Person was limited to that amount which would result in the Reporting Person having beneficial ownership of Common Stock not exceeding 9.99% of all of the outstanding shares of the Issuer's Common Stock. On September 22, 2003, the Series B Preferred is subject to a mandatory conversion and the Reporting Person will receive shares of Common Stock, in an amount to be determined by dividing the aggregate stated value ($100 per share) of all outstanding shares of Series B Preferred held by the Reporting Person divided by a conversion price that is expected to be $3.375 on September 22, 2003. The amount of shares of Common Stock held by the Reporting Person and reported in this filing is based on the number of shares of Common Stock and Series B Preferred indirectly held by the Reporting Person as of the date hereof and is calculated using the foregoing conversion price.

5. For further information on the Reporting Person's current holdings and anticipated holdings on September 22, 2003, see Amendment No. 2 to the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission.

6. The calculation of shares beneficially owned by the Reporting Person excludes 555,556 common stock purchase warrants (the "Warrants") that expire on September 22, 2003 and are significantly "out of the money." Based on the historical trading prices of the Common Stock, the Reporting Person believes that it is extremely unlikely that the Warrants will be exercised before their expiration.

	AMARANTH L.L.C. By: Amaranth Advisors L.L.C., as Managing Member; By: Nicholas M. Maounis, President	08/27/2003
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.