Edgar Filing: MENCHER JUDY K

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MENCHER JUDY K

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)

(Last)

(First)

(Middle)

C/O DDJ CAPITAL MANAGEMENT, LLC, 141 LINDEN ST #S-4

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2004

(Street)

WELLESLEY, MA 02482

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series B Preferred Stock

$ 3.0571

12/09/2004⁽¹⁾

J⁽²⁾

250

12/09/2004⁽¹⁾

12/09/2004

Common Stock

120,041 ⁽³⁾

⁽⁴⁾

120,041

See Footnotes ⁽⁵⁾ ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MENCHER JUDY K C/O DDJ CAPITAL MANAGEMENT, LLC 141 LINDEN ST #S-4 WELLESLEY, MA 02482		X

Signatures

/s/ Judy K. Mencher		12/13/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	Date on which Series B Preferred Stock is mandatorily redeemable
(2)	The reported securities were called for redemption by the issuer at a price per share equal to $1,000 plus accrued and unpaid dividends of $467.91 in accordance with the issuer's Certificate of Designation
(3)	Calculated as (a.) $1,000, plus accrued but unpaid dividends of $467.91, divided by (b.) the conversion price of $3.0571, multiplied by (c.) 250.
(4)	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 share of Common Stock. Each Unit was purchased by B III-A Capital Partners, L.P. ("B III-A") for $2,000
(5)	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.
(6)	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.

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