SC 13G/A

SEC 1745
(02-02)
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

UNITED STATES	OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
Washington, D.C. 20549	Expires: December 31, 2005
SCHEDULE 13G	Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Modtech Holdings, Inc.

(Name of Issuer)

Common Stock, par value $.01

(Title of Class of Securities)

60783C100

(CUSIP Number)

March 18, 2002

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[     ]	Rule 13d-1(b)
[     ]	Rule 13d-1(c)
[ X ]	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.  60783C100
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Charles A. Hamilton
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		[     ]
		(b)		[ X]
	3.	SEC Use Only
	4.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 34,500 *
			6.		Shared Voting Power 0
			7.		Sole Dispositive Power 34,500 *
			8.		Shared Dispositive Power 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 34,500 *
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]
	11.	Percent of Class Represented by Amount in Row (9) 0.3%
	12.	Type of Reporting Person (See Instructions) IN

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	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Infrastructure and Environmental Private Equity Fund III, L.P.         36-4125294
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		[     ]
		(b)		[ X]
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 1,046,667 *
			6.		Shared Voting Power 0
			7.		Sole Dispositive Power 1,046,667 *
			8.		Shared Dispositive Power 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,046,667 *
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]
	11.	Percent of Class Represented by Amount in Row (9) 7.8%
	12.	Type of Reporting Person (See Instructions) PN

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	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Environmental & Information Technology Private Equity Fund III
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		[     ]
		(b)		[ X]
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Federal Republic of Germany
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 261,668 *
			6.		Shared Voting Power 0
			7.		Sole Dispositive Power 261,668 *
			8.		Shared Dispositive Power 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 261,668 *
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]
	11.	Percent of Class Represented by Amount in Row (9) 1.9%
	12.	Type of Reporting Person (See Instructions) OO

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Item 1.
	(a)	Name of Issuer Modtech Holdings, Inc.
	(b)	Address of Issuer's Principal Executive Offices 2830 Barrett Avenue Perris, CA 92571
Item 2.
	(a)	Name of Person Filing Charles A. Hamilton ("Hamilton"), Infrastructure and Environmental Private Equity Fund III, L.P. ("IEPEF III") and Environmental & Information Technology Private Equity Fund III ("EITPEF").
	(b)	Address of Principal Business Office or, if none, Residence Hamilton maintains his principal place of business at 6065 Shelter Bay Avenue, Mill Valley, California 94941.  IEPEF III and EITPEF maintain their principal place of business at 233 South Wacker Drive, Suite 9500, Chicago, Illinois 60606.
	(c)	Citizenship Hamilton is a citizen of the United States.  IEPEF III is a Delaware limited partnership.  EITPEF is a civil partnership with limitation of liability established under the laws of the Federal Republic of Germany.
	(d)	Title of Class of Securities Common Stock, par value $.01
	(e)	CUSIP Number 60783C100
Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	[  ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	[  ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	[  ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	[  ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	[  ]	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	[  ]	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	[  ]	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	[  ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	[  ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	[  ]	Group, in accordance with §240.13d-1(b)(1)(ii)(J).
	Not applicable

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Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned:    Hamilton is the record owner of 34,500shares (which number includes 5,000 common stock options at an exercise price of $9.25 per share, and 10,000 common stock options at an exercise price of $6.00 per share).
		IEPEF III is the record owner of 1,046,667 shares.
		EITPEF is the record owner of 261,668 shares.
	(b)	Percent of class:    Hamilton is the record owner of 0.3%, based upon 13,456,365  shares outstanding.  IEPEF III is the beneficial owner of 7.8%, based upon 13,456,365  shares outstanding.  EITPEF is the beneficial owner of 1.9%, based upon 13,456,365  shares outstanding.  The shares used to calculate these percentages were reported outstanding on Issuer's 11/14/02 Form 10-Q EDGAR filing.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote    Hamilton34,500 shares IEPEF III       1,046,667 shares EITPEF          261,668 shares
		(ii)	Shared power to vote or to direct the vote    N/A
		(iii)	Sole power to dispose or to direct the disposition of    Hamilton34,500 shares IEPEF III       1,046,667 shares EITPEF          261,668 shares
		(iv)	Shared power to dispose or to direct the disposition of    N/A
Item 5.	Ownership of Five Percent or Less of a Class
Not applicable.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.
Item 8.	Identification and Classification of Members of the Group
See Exhibit I.
Item 9.	Notice of Dissolution of Group
Not applicable.
Item 10.	Certification
Not applicable.

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 7, 2003
	/s/ Charles A. Hamilton
	CHARLES A. HAMILTON
	INFRASTRUCTURE AND ENVIRONMENTAL PRIVATE EQUITY FUND III, L.P., a Delaware Limited Partnership
	By:		Infrastructure and Environmental Private Equity Management III, LLC, its general partner
	By:		First Analysis IEPEF Management Company III, LLC, its managing member
	By:		/s/ Bret R. Maxwell
			Bret R. Maxwell, Managing Member
	ENVIRONMENTAL & INFORMATION TECHNOLOGY PRIVATE EQUITY FUND III, Gesellschaft bürgarlichen Rechts (mit Haftungsbeschänkung), a civil partnership with limitation of liability established under the laws of the Federal Republic of Germany
	By:	Infrastructure and Environmental Private Equity Management III, L.L.C., its Investment Manager
	By:	First Analysis IEPEF Management Company III, LLC, its Managing Member
	By:	/s/ Bret R. Maxwell
		Bret R. Maxwell, Managing Member

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EX-99.1

EXHIBIT I to Schedule 13G

Identification of General Partner

The general partner of Infrastructure and Environmental Private Equity Fund III, L.P. (“IEPEF III”), and the investment manager of Environmental & Information Technology Private Equity Fund III (“EITPEF”), is Infrastructure and Environmental Private Equity Management III, LLC (“IEPEM”), whose ultimate members are First Analysis Corporation (“FAC”), Bret R. Maxwell (“Maxwell”), Mark Koulogeorge (“Koulogeorge”), Argentum Management, LLC (“AM”), Argentum Investments, LLC (“AI”), Schneur Z. Genack, Inc. (“SZG”), and Hamilton Venture Partners, LLC (“HVP”).  Only FAC, Koulogeorge and Maxwell take executive action on behalf of IEPEM with respect to its functioning as general partner of IEPEF III and investment manager of EITPEF.

F. Oliver Nicklin (“Nicklin”), President and Director of FAC takes executive actions on behalf of FAC with respect to FAC’s functioning as an ultimate general partner of IEPEF III and EITPEF.  Nicklin maintains his principal office at 233 South Wacker Drive, Suite 9500, Chicago, Illinois 60606 (“Suite 9500”).  He is principally employed as an executive of FAC.  FAC’s principal business is participation in venture capital partnerships and the provision of research investment services.  Its principal business address is Suite 9500.

Each of AM and AI maintains its business address c/o The Argentum Group (“TAG”), 60 Madison Avenue, Suite 701, New York, New York 10010 (the “TAG Address”).   SZG maintains its business address at 227 Hollywood Crossing, Lawrence, New York 11559 (the “SZG Address”).  The persons who take actions on behalf of AM, AI and SZG with respect to their functioning as members of IEPEM are Schneur Genack (“Genack”), Daniel Raynor (“Raynor”) and Walter H. Barandiaran (“Barandiaran”).  Each of Raynor and Barandiaran is principally employed as an executive of TAG and maintains his business address at the TAG Address.  TAG’s principal business is merchant banking.  Genack is principally employed as a private investor and maintains his business address at the SZG Address.

The person who takes actions on behalf of HVP with respect to its functioning as a member of IEPEM is Hamilton, who is principally employed as an executive of FAC.  Hamilton does not take executive action on behalf of FAC with respect to its functioning as an ultimate general partner of IEPEF III and EITPEF.  Hamilton maintains his principal business address at 6065 Shelter Bay Avenue, Mill Valley, California 94941.  HVP’s principal business is investment banking.

To the best of FAC’s knowledge, each of the natural persons listed above is a citizen of the United States, except for Barandiaran, who is a citizen of Peru.

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EX-99.2

Exhibit II to Schedule 13G

17 C.F.R. 240.13d-1(k)(1)(iii)

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required on Schedule 13G need be filed with respect to ownership by each of the undersigned of shares of Common Stock of Modtech Holdings, Inc.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

Dated: February 7, 2003
	/s/ Charles A. Hamilton
	CHARLES A. HAMILTON
	INFRASTRUCTURE AND ENVIRONMENTAL PRIVATE EQUITY FUND III, L.P., a Delaware Limited Partnership
	By:		Infrastructure and Environmental Private Equity Management III, LLC, its general partner
	By:		First Analysis IEPEF Management Company III, LLC, its managing member
	By:		/s/ Bret R. Maxwell
			Bret R. Maxwell, Managing Member
	ENVIRONMENTAL & INFORMATION TECHNOLOGY PRIVATE EQUITY FUND III, Gesellschaft bürgarlichen Rechts (mit Haftungsbeschänkung), a civil partnership with limitation of liability established under the laws of the Federal Republic of Germany
	By:	Infrastructure and Environmental Private Equity Management III, L.L.C., its Investment Manager
	By:	First Analysis IEPEF Management Company III, LLC, its Managing Member
	By:	/s/ Bret R. Maxwell
		Bret R. Maxwell, Managing Member

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