SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 SCHEDULE 13D/A
                                 (Rule 13d-101)
                                  (Amendment 1)

            INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                 RULE 13d-2(a)

                    MeVC Draper Fisher Jurvetson Fund I, Inc.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   55271E1005
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

Fred M. Stone, Esq.                    copy to: Allan S. Sexter, Esq.
Millennium Partners, L.P.                       Sexter & Warmflash
666 Fifth Avenue, 8th Floor                     115 Broadway
New York, New York 10103                        New York, New York 10006
(212) 841-4124                                  (212) 577-2800
- --------------------------------------------------------------------------------
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)

                                 August 28, 2002
- --------------------------------------------------------------------------------
             (Date of Event which Requires Filing of This Statement)

     If the filing  person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check  the
following box |_|.


          Note:  Schedules filed in paper format shall include a signed original
     and five copies of the schedule,  including all exhibits. See Rule 13d-7(b)
     for other parties to whom copies are to be sent.

                         (Continued on following pages)
                              (Page 1 of 3 Pages)

- ----------
(1)  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 disclosures provided in a prior cover page.

     The  information  required on 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 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. 55271E1005                   13D/A


________________________________________________________________________________
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

MillenCo, L.P.   13-3532932

________________________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  |X|
                                                                 (b)  |_|

________________________________________________________________________________
3    SEC USE ONLY



________________________________________________________________________________
4    SOURCE OF FUNDS*

From the capital of MillenCo.

________________________________________________________________________________
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) OR 2(e)                                   |_|



________________________________________________________________________________
6    CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

________________________________________________________________________________
               7    SOLE VOTING POWER

  NUMBER OF         1,049,500

   SHARES      _________________________________________________________________
               8    SHARED VOTING POWER
BENEFICIALLY

  OWNED BY          0
               _________________________________________________________________
    EACH       9    SOLE DISPOSITIVE POWER

  REPORTING         1,049,500

   PERSON      _________________________________________________________________
               10   SHARED DISPOSITIVE POWER
    WITH
                    0

________________________________________________________________________________
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,049,500

________________________________________________________________________________
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

                                                                      |_|

________________________________________________________________________________
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.36%

________________________________________________________________________________
14   TYPE OF REPORTING PERSON*

Limited Partnership

________________________________________________________________________________
                     *SEE INSTRUCTIONS BEFORE FILLING OUT!



Item 1. SECURITY AND ISSUER.

This statement relates to the common stock ("Common Stock") of MeVC Draper
Fisher Jurvetson Fund I, Inc. (the "Company"). The address of the principal
office of the Company is 991 Folsom Street, Suite 301, San Francisco, California
94107.

Item 2. IDENTITY AND BACKGROUND.

This statement is being filed by MillenCo. L.P. a Delaware limited partnership
("MillenCo") a broker-dealer and member of the American Stock Exchange, whose
principal office is at 666 Fifth Avenue, New York, New York.

The general partner of MillenCo is Millenium Management, LLC, ("Management") a
Delaware limited liability company whose principal office is at 666 Fifth
Avenue, New York, New York 10103.

The sole manager of Management is Israel A. Englander ("Englander") whose
principal office is at 666 Fifth Avenue, New York, New York 10103.

During the past five years, none of MillenCo, Management or Englander, has been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors), or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to ,
Federal or state securities laws or finding any violation with respect to such
laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The amount of funds used to purchase the shares reported as beneficially owned
was approximately $10,849,217. All of such funds were from the investment
capital of MillenCo.

ITEM 4. PURPOSE OF TRANSACTION

The securities covered by this amendment were purchased for investment. The
Company's stock trades at a deep discount to its stated net asset value.
Millenco's investment objective is an increase in the share price and the
realization of the Company's full value. In furtherance of its investment
objective, Millenco opposed the Company's resolution at its 2002 Annual Meeting
on March 27, 2002 to approve new investment advisor contracts with the Company's
former advisor and sub-



advisor. Over 5,020,000 shares voted against the approval of the new advisor
contracts, and the resolution was not approved by the Company's stockholders.
Millenco has also sued the former advisor, on behalf of the Company, under
Section 36(b)of the Investment Company Act of 1940 for restitution to the
Company of excessive advisory fees paid. That lawsuit is pending in the United
States District Court for the District of Delaware, Civil Action No. 02-142-JJF.
On August 21, 2002 the District Court denied meVC Advisers, Inc.'s motion to
dismiss the complaint. The Court granted the motion of the Company to be
dismissed as a nominal defendant. However, Millenco did not assert any claims
against the Company. Millenco's entire claim for relief was sustained by the
Federal Court. Millenco has also sued the Company and all four of its current
directors for breaches of fiduciary duty in connection with the election of two
directors at the 2001 Annual Stockholders Meeting, and one director at the 2002
Annual Stockholders Meeting. That lawsuit is pending in the Delaware Chancery
Court, C.A. No. 19523. Millenco asserts in its complaint that the Company and
its directors failed to disclose material information concerning relationships
among John Grillos, who is the company's chief executive officer and a director,
and "independent" directors Larry Gerhard and Harold Hughes. Millenco's lawsuit
seeks to have new elections ordered by the court for the board seats currently
held by John Grillos and Larry Gerhard, whose terms would otherwise not expire
until 2004 and 2005, respectively. Millenco's lawsuit also seeks to have the
court order an election to fill the board seat made vacant by the resignation in
June 2002 of Peter Freudenthal, who was elected at the 2001 Annual Stockholders
Meeting, and whose term would have expired in 2004. Consistent with its
investment objectives, Millenco has proposed to the Company's directors that the
Company explore changes in its management and investment policy which Millenco
believes would enhance the market value and business prospects of the Company,
including, but not limited to the following (all subject to compliance with the
provisions of the Investment Company Act of 1940): distributing a significant
amount of the Company's uninvested cash to stockholders; replacing the current
investment advisors with an advisor with a different investment focus and
experience and making a corresponding change in the Company's stated investment
policy; requiring a compensation structure for a new investment advisor that
better aligns the advisor's interests with those of the Company's stockholders,
(as compared with the current advisor fee structure); exploring merger
opportunities with other funds or companies; replacing one or more officers and
directors with officers and directors who subscribe to one or more of these
objectives. Millenco has consulted with persons outside the management of the
Company in furtherance of these objectives, as well as with the Company's
directors. Millenco intends to continue to communicate with the current
directors of the Company in an effort to achieve some or all of these goals, but
reserves the right to pursue the means to its investment objectives
independently.

On August 28, 2002, Millenco filed a Schedule 14A with the Securities and
Exchange Commission pursuant to SEC Rule 14a-12. Millenco has announced its
current intention to nominate candidates for the board of directors of the
Company if and when elections are held. Millenco's current intention would be to
nominate candidates and solicit proxies in favor of their election. Millenco's
intentions are based upon current circumstances, and are subject to change at
any time.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

a) MillenCo now owns shares of Common Stock, representing approximately 6.36% of
the total number of shares of Common Stock outstanding, To the best of knowledge
of MillenCo, neither Management nor Englander owns any shares of Common Stock.

b) MillenCo has the sole power to vote or direct the vote, and the sole power to
dispose or direct the disposition of, the shares of Common Stock owned by
MillenCo.

c) Within the past 60 days, MillenCo purchased Shares of Common Stock as
follows:

     Date               Qty        Price

  6/27/2002 MVC        3,800      8.5483
  6/28/2002 MVC        2,200      8.4833
   7/1/2002 MVC        6,800      8.4661
   7/2/2002 MVC       18,700      8.3464
   7/3/2002 MVC        8,800      8.2340
   7/5/2002 MVC        5,600      8.2901
   7/9/2002 MVC        2,000      8.3078
  7/11/2002 MVC        2,000      8.1715
  7/12/2002 MVC        1,000      8.2215
  7/15/2002 MVC       10,300      8.1476
  7/16/2002 MVC        6,500      8.1669
  7/19/2002 MVC        6,700      7.9610
  7/22/2002 MVC        2,000      7.9140
  7/23/2002 MVC        2,000      7.7515
  7/24/2002 MVC        9,000      7.5250
  7/25/2002 MVC        2,000      7.5696


ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
        SECURITIES OF THE ISSUER.

      None



ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

      Letter dated August 28, 2002, from Millenco, L.P. to stockholders.

                                    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.

                                               August 28, 2002
                                  ----------------------------------------------
                                                   (Date)

                                  MillenCo. L.P.
                                  By: Millenium Management, LLC, General Partner


                              By: Terry Feeney, Chief Operating Officer
                                  ----------------------------------------------
                                                 (Name/Title)

Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).



                         [LETTERHEAD OF MILLENCO, L.P.]


                                                                 August 28, 2002


Dear meVC Shareholder:

Millenco LP, a subsidiary of Millennium Partners ("Millennium"), is the largest
shareholder of meVC Draper Fisher Jurvetson Fund I ("meVC" or "the Fund"), and
we are writing to alert you to important new developments that could impact you
as a shareholder, including:

      1.    Continued efforts by the meVC Board to disenfranchise the Fund's
            shareholders by directly appointing a new Fund manager without
            shareholder approval

                                       and

      2.    Our lawsuit to overturn the Fund's last two director elections on
            the grounds of proxy deception.

                     CONTINUED CONTEMPT FOR SHAREHOLDERS --

                            DENYING OUR RIGHT TO VOTE

As you may recall, Millennium led a successful effort to defeat two investment
adviser contracts (for meVC Advisers and Draper Advisers, respectively), at the
meVC Annual Meeting this past March. In June, meVC Advisers quit as investment
adviser and therefore Draper Advisers was also terminated. However, in a display
of the Board's contempt for shareholders and the significance of their votes,
the Board then announced that meVC was going to be "internally managed" by John
Grillos -- the Chairman and CEO of the Fund and Managing Member of Draper
Advisers -- along with other former members of Draper Advisers.

According to SEC rules, if investment advisory contracts are not approved at an
Annual Meeting, as was the case with meVC, there is a 150-day interim period
during which a new adviser can be proposed for shareholders to approve or
reject. On August 22, just two days before the 150-day deadline, the Board
announced plans to appoint a "permanent fund manager" by September 30th and that
Mr. Grillos is one of the candidates for the position. In yet another attempt to
disenfranchise shareholders, the Board is seeking to directly appoint a new Fund
manager, denying shareholders of their right to vote to approve the new manager.
To add insult to injury, one of the Board's candidates for the position is an
individual that shareholders already overwhelmingly voted to terminate as
investment adviser.

Moreover, following the defeat of the two investment adviser agreements in
March, Millennium made a detailed proposal to the Board suggesting that meVC
broaden the scope and breadth of the Fund's portfolio. Millennium also
introduced new management teams with proven track records that had expressed
interest in running the Fund. The Board of meVC responded with hostility. The
Board's failure to consider shareholder proposals, or even submit their own
proposals to a shareholder vote, illustrates a continued contempt for their
shareholders and disregard for their responsibilities as the fiduciaries of a
public company.

                             DIRECTOR "INDEPENDENCE"

On July 29, 2002, Millennium filed an amendment to its Delaware lawsuit
contesting the validity of the Fund's last two director elections. The suit
seeks to require meVC to hold new elections for three of the Fund's five Board
seats. Millennium recently discovered that the proxies meVC sent to shareholders
in 2001 and 2002 omitted critical information which demonstrates that two of the
Fund's "independent" directors had gross conflicts of interest that made them
unfit to hold "independent director" seats.



From 1999 to 2002, Mr. Grillos, the Chairman and CEO of the Fund, was also
Chairman and a director of eVineyard.com. Mr. Grillos was also founder and
general partner of iTech Partners LP, a major investor in eVineyard. meVC
"independent" director Larry Gerhard was eVineyard's President and CEO from 1999
to 2002, and meVC "independent" director Harold Hughes was eVineyard's COO since
at least 2001, and CEO beginning in 2002. By virtue of Mr. Grillos' status as
both Chairman and a backer of eVineyard, neither Mr. Gerhard nor Mr. Hughes, who
reported to Grillos in that capacity, are independent directors at meVC. No meVC
proxy statement or other public filing has ever disclosed any connection between
Mr. Grillos and eVineyard or between Mr. Grillos and these supposedly
"independent" directors.

Shareholders rely on the independent directors to monitor and evaluate the
performance of management. Yet two of the three supposedly "independent" meVC
directors were intimately entwined in an outside business relationship with Mr.
Grillos. The SEC has stated in a public Release (No. IC-24083) issued prior to
the IPO of meVC that directors entangled in this very configuration may be
treated as "interested" because the relationship impairs the directors'
independence.

                     SELF-DEALING AND CONFLICTS OF INTEREST

The proxies also failed to disclose that Mr. Grillos is a limited partner in
venture capital fund Osprey Ventures LP, which invested in eVineyard as well as
meVC portfolio companies ShopEaze Systems and BlueStar Solutions. According to
Osprey literature, Mr. Grillos "works closely with the Osprey Ventures General
Partner to provide deal flow and early-stage investments for the Fund." The
proxy statements do not contain a single mention of Osprey. Shareholders have a
right to know about these activities, which present significant questions about
self-dealing and conflicts of interest.

                     THE FUND'S FUTURE HANGS IN THE BALANCE

Millennium's suit demands that new elections be held for the two Board seats
currently held by Mr. Grillos and Mr. Gerhard, as well as for a fifth Board
seat, which is vacant due to the resignation of Peter Freudenthal in June 2002.
If Millennium is successful, a majority of the Fund's five Board seats would be
up for election, allowing properly-elected representatives of the shareholders
to decide the Fund's future. Millennium Partners intends to nominate, and
solicit proxies for, qualified candidates for these board seats, as well as the
two board seats which will be up for election at the 2003 Annual Meeting.

As it stands now, meVC is being run in a format never approved by shareholders,
it bears no resemblance to the fund described in its registration documents, and
it has generally been an unmitigated disaster. In just over two years, while the
shares have fallen over 60% and more than $100 million in shareholder value has
been erased, the investment advisers have been paid more than $15 million and
the "independent" directors have each received more than $150,000. The Fund
currently trades at a substantial discount to cash, pricing that reflects
investors' total loss of confidence in meVC's management and directors.

Millennium stands by its original position: meVC should return at least a
portion of its uninvested cash, change management, and reduce its fees. In our
view, the web of relationships recently brought to light among various Board
members only amplifies the importance and urgency of this agenda. If you believe
that meVC must change, we urge you to write and share your concerns with the
Board of Directors. We also invite you to share your views with us at
mevcshareholders@yahoo.com. The Board and management of meVC have presided too
long while the value of meVC has plummeted. It is time that shareholders are
given the opportunity to vote on the future of our Fund once and for all.


Sincerely,

Robert C. Knapp
Managing Director


Please see the following page for disclosures made pursuant to Rule 14a-12 of
the Securities and Exchange Commission (the "SEC"), promulgated under the
Securities Exchange Act of 1934.



      a.    To the extent that the foregoing letter may be considered a
            "solicitation," as defined by SEC regulations, such solicitation is
            being made by Millenco. L.P., a Delaware limited partnership, which
            is a broker-dealer and member of the American Stock Exchange. The
            general partner of Millenco is Millennium Management, LLC, a
            Delaware limited liability company, ("Management"). The sole manager
            of Millennium Management, LLC is Israel A. Englander. The principal
            office of Millenco, Millennium (c/o Management) and Mr. Englander is
            666 Fifth Avenue, New York, New York 10103.

      b.    For a description of the above persons' direct or indirect interests
            in meVC Draper Fisher Jurvetson I, Inc. (the "Fund"), we refer you
            to the Amendment No. 1 to Schedule 13D, filed by Millenco, L.P., on
            or about August 28, 2002 with the Securities and Exchange
            Commission. That Schedule may be found at:
            http://www.edgar-online.com/brand/yahoo/search/?sym=MVC

      c.    Millenco, L.P. has not yet prepared a proxy statement, because there
            is not presently any Fund stockholders meeting scheduled for
            election of directors. If and when the Fund does schedule a
            stockholders meeting to elect directors, if Millenco nominates
            candidates, it will solicit stockholders' proxies, pursuant to a
            proxy statement, which will be mailed to the Fund's stockholders.
            STOCKHOLDERS SHOULD READ ANY SUCH PROXY STATEMENT CAREFULLY BECAUSE
            IT WILL CONTAIN IMPORTANT INFORMATION. ANY AND ALL PROXY STATEMENTS
            FILED IN CONNECTION WITH THE STOCKHOLDERS MEETINGS, AND ANY OTHER
            RELEVANT DOCUMENTS, WILL BE AVAILABLE, FOR FREE, AT THE SECURITIES
            AND EXCHANGE COMMISSIONS WEBSITE WWW.SEC.GOV. IN ADDITION, IF AND
            WHEN MILLENCO ISSUES A PROXY STATEMENT, IT WILL MAKE AVAILABLE FOR
            FREE, VIA EMAIL, ANY PROXY STATEMENT IT MIGHT ISSUE, TO STOCKHOLDERS
            WHO REQUEST IT BY CONTACTING TO US AT MEVCSHAREHOLDERS@YAHOO.COM.


                                     * * * *


MILLENCO'S PRESENT INTENTION TO NOMINATE CANDIDATES FOR ELECTION AS DIRECTORS OF
THE FUND IS BASED UPON CURRENT CIRCUMSTANCES, AS DESCRIBED IN THE ACCOMPANYING
LETTER. MILLENCO RESERVES THE RIGHT TO CHANGE ITS INTENTION AT ANY TIME.