SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* BREAZZANO DAVID J (Last) (First) (Middle) 141 LINDEN STREET, SUITE S-4 (Street) WELLESLEY MA 02482 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol METRETEK TECHNOLOGIES INC [ MTEK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/06/2004
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/06/2004		J(1)		5,614	A	(1)	221,497	I	See Footnotes(2)(3)
Common Stock	05/06/2004		C(1)		115,883	A	(1)	221,497	I	See Footnotes(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (Rights to Purchase)	$3.0571	05/06/2004		J(1)		121,497		05/06/2004	06/09/2005(4)	Common Stock	121,497	(1)	121,497	I	See Footnotes(2)(3)
Series B Preferred Stock	$3.0571	05/06/2004		C(1)			250	05/06/2004	12/09/2004(5)	Common Stock	115,883	(6)	250	I	See Footnotes(2)(3)

Explanation of Responses:

1. In exchange for an agreement by B III-A Capital Partners, L.P. ("B III-A") to convert 50% of its shares of Series B Preferred Stock (the "Preferred Shares") of Metretek Technologies, Inc. (the "Company") into 115,883 shares of Common Stock prior to the Series B Preferred Stock mandatory redemption date as set forth in the Company's Certificate of Designation, the Company agreed to issue to B III-A (i) 5,614 additional shares of Common Stock of the Company, and (ii) warrants (the "Warrants") to acquire an additional 121,497 shares (the "Warrant Shares") of Common Stock of the Company. The exercise price of the Warrants is $3.0571 per share.

2. Membership interest through DDJ Capital Management, LLC ("DDJ"), and its affiliates. DDJ serves as investment manager and, accordingly, has voting and investment power, but no pecuniary interest, in securities held by B III-A.

3. Indirect ownership in securities held by B III-A Capital Partners, L.P. Unable to determine exact pecuniary interest and disclaims any beneficial interest in excess of pecuniary interest.

4. The Warrants are exercisable until June 9, 2005, provided, however, that in the event that the registration statement covering the Warrant Shares is not declared effective on or prior to October 5, 2004, the expiration date of the Warrants shall be extended on a day-for-day basis for each day until such registration statement is declared effective.

5. Date on which Series B Preferred Stock is mandatorily redeemable.

6. The Series B Preferred Stock was purchased as part of a Unit in connection with a private placement that closed in separate tranches in December, 1999 and February, 2000. Each Unit consisted of one share of Series B Preferred Stock, 200 shares of Common Stock and one warrant to purchase 100 shares of Common Stock. Each Unit was purchased by B III-A for $2,000.

	/s/ David J. Breazzano	05/06/2004
	** Signature of Reporting Person	Date
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