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* SANTRY BARBARA L (Last) (First) (Middle) 3000 SAND HILL ROAD BUILDING 1, STE 290 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/18/2004	3. Issuer Name and Ticker or Trading Symbol AVATECH SOLUTIONS INC [ avso.ob ]
		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) 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	190,245	I	See Footnote 1(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
Series D Convertible Preferred Stock	01/18/2004	(2)	Common Stock	1,000,837	$0.3	I	See Footnote 1(1)
Stock Purchase Warrants	11/19/2003	11/19/2004	Common Stock	666,666	$0.45	I	See Footnote 1(1)
Stock Purchase Warrants	06/01/2001	06/01/2004	Common Stock	9,375	$6.67	I	See Footnote 1(1)
Stock Purchase Warrants	02/01/2000	02/01/2005	Common Stock	45,652	$43.33	I	See Footnote 1(1)
Stock Purchase Options	07/01/2003	07/01/2013	Common Stock	6,000	$0.17	I	See Footnote 1(1)
Stock Purchase Options	(3)	10/30/2013	Common Stock	18,000	$0.8	I	See Footnote 1(1)
Stock Purchase Options	(4)	03/10/2010	Common Stock	2,250	$63.33	I	See Footnote 1(1)

1. Name and Address of Reporting Person* SANTRY BARBARA L (Last) (First) (Middle) 3000 SAND HILL ROAD BUILDING 1, STE 290 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CAPSTONE VENTURES SBIC LP (Last) (First) (Middle) 3000 SAND HILL ROAD BUILDING 1 STE 290 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CAPSTONE SBIC MANAGEMENT INC (Last) (First) (Middle) 3000 SAND HILL ROAD BUILDING 1, STE 290 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. All reported securities are owned directly by Capstone Ventures SBIC, L.P. Capstone SBIC Management, Inc. is the general partner of Capstone Ventures SBIC, L.P. and Barbara L. Santry shares voting and dispositive power over the shares with Eugene J. Fischer. Mr. Fischer has been a director of the issuer and a reporting person since 2000.

2. Series D Convertible Preferred Stock may be converted by the holder at any time after March 18, 2004 and will automatically convert or be redeemed on the occurrance of certain events. There is no automatic or mandatory conversion or redemtion on a fixed date.

3. This option was immediately vested and exercisable wtih respect to 6,000 shares on October 30, 2003 and becomes vested and exercisable with respect to an additional 6,000 shares on each October 1 thereafter.

4. This option became vested and exercisable with respect to 25% of the underlying shares of common stock on March 10, 2001 and becomes vested and exercisable with respect to an additional 25% of such shares on each March 10 thereafter. This option will be fully vested and exercisable on March 10, 2004.

	Barbara L. Santry by Beth O. MacLaughlin, Power of Attorney	01/28/2004
	Capstone Ventures SBIC, L.P. by Beth O. MacLaughlin, Power of Attorney	01/28/2004
	Capstone SBIC Management, Inc. by Beth O. MacLaughlin, Power of Attorney	01/28/2004
	** 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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