Sec Form 5 Filing - MCNAMARA READ D @ TORVEC INC - 2005-12-31

FORM 5 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 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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1. Name and Address of Reporting Person MCNAMARA READ D 2. Issuer Name and Ticker or Trading Symbol TORVEC INC [ TOVC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) SEE REMARKS (Last) (First) (Middle) C/O CXO ON THE GO OF DELAWARE, LLC, 3349 MONROE AVENUE, # 256 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2005 (Street) ROCHESTER, NY14618 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 7,834 ( 1 ) ( 2 ) D Common Stock 06/21/2004 G( 3 ) V 200 D $ 0 25,267 ( 4 ) D Common Stock 04/18/2005 G( 3 ) V 1,000 D $ 0 25,267 ( 4 ) D Common Stock 04/21/2005 G( 3 ) V 1,500 D $ 0 25,267 ( 4 ) D Common Stock ( 1 ) 7,863 ( 1 ) ( 5 ) I By CXO on the GO, LLC Common Stock 07/09/2004 J( 6 ) 7,576 ( 6 ) A $ 6.6 26,469 ( 7 ) I By CXO on the GO, LLC Common Stock 08/19/2004 J( 6 ) 9,009 ( 6 ) A $ 5.55 26,469 ( 7 ) I By CXO on the GO, LLC Common Stock 09/09/2004 J( 6 ) 8,621 ( 6 ) A $ 5.8 26,469 ( 7 ) I By CXO on the GO, LLC Common Stock 10/04/2004 J( 6 ) 12,048 ( 6 ) A $ 4.15 26,469 ( 7 ) I By CXO on the GO, LLC Common Stock 11/08/2004 J( 6 ) 11,494 ( 6 ) A $ 4.35 26,469 ( 7 ) I By CXO on the GO, LLC Common Stock 12/06/2004 J( 6 ) 10,989 ( 6 ) A $ 4.55 26,469 ( 7 ) I By CXO on the GO, LLC Common Stock 01/06/2005 J( 6 ) 8,696 ( 6 ) A $ 5.75 26,469 ( 7 ) I By CXO on the GO, LLC Common Stock 02/07/2005 J( 6 ) 9,615 ( 6 ) A $ 5.2 26,469 ( 7 ) I By CXO on the GO, LLC Common Stock 03/08/2005 J( 6 ) 11,521 ( 6 ) A $ 4.34 26,469 ( 7 ) I By CXO on the GO, LLC Common Stock 04/08/2005 J( 6 ) 12,500 ( 6 ) A $ 4 26,469 ( 7 ) I By CXO on the GO, LLC Common Stock 05/11/2005 J( 8 ) 15,625 ( 8 ) A $ 3.2 48,373 ( 8 ) I By CXO on the GO of Delaware, LLC Common Stock 06/02/2005 J( 8 ) 17,123 ( 8 ) A $ 2.92 48,373 ( 8 ) I By CXO on the GO of Delaware, LLC Common Stock 07/12/2005 J( 8 ) 15,625 ( 8 ) A $ 3.2 48,373 ( 8 ) I By CXO on the GO of Delaware, LLC

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCNAMARA READ D C/O CXO ON THE GO OF DELAWARE, LLC 3349 MONROE AVENUE, # 256 ROCHESTER, NY14618 SEE REMARKS Signatures /s/ Read D. McNamara 01/26/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were inadvertently omitted from the reporting person's original Form 3, and also were inadvertently omitted from a Form 4 filed by the reporting person after his original Form 3 was filed. ( 2 )Reflects number of shares directly owned by the reporting person as of June 15, 2004, the date on which the reporting person became a director of Torvec, Inc. ( 3 )These shares were donated by the reporting person to charitable or nonprofit organizations. ( 4 )Includes 500 shares previously reported in a Form 4 filed by the reporting person on November 4, 2004; also includes distributions of 19,633 shares of Torvec, Inc. from CXO on the GO, LLC to the reporting person during the period from June 29, 2004 to February 14, 2005. The reporting person is a member of CXO on the GO, LLC. As of the date of the filing of this report on Form 5, the reporting person owns these shares directly. ( 5 )Reflects number of shares indirectly owned by the reporting person as of June 15, 2004, the date on which the reporting person became a director of Torvec, Inc. The shares reported here reflect shares issued by Torvec, Inc. to, and held by, CXO on the GO, LLC. Only a portion of such shares have been, or may in the future be, distributed to the reporting person. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. ( 6 )These shares were issued by Torvec, Inc. to CXO on the GO, LLC as compensation for consulting services provided by CXO on the GO, LLC, a limited liability company of which the reporting person is a member. The shares reported here reflect shares issued by Torvec, Inc. to, and held by, CXO on the GO, LLC. Only a portion of such shares have been, or may in the future be, distributed to the reporting person. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. ( 7 )Excludes shares distributed by CXO on the GO, LLC to the reporting person and its other members during the period from June 29, 2004 to February 14, 2005. The shares reported here reflect shares held by CXO on the GO, LLC. Only a portion of such shares may in the future be distributed to the reporting person. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. ( 8 )These shares were issued by Torvec, Inc. to CXO on the GO of Delaware, LLC as compensation for consulting services provided by CXO on the GO of Delaware, LLC and are held by CXO on the GO of Delaware, LLC. The reporting person is a member of CXO on the GO of Delaware, LLC. Only a portion of such shares may in the future be distributed to the reporting person. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Remarks: As of the date of the filing of this report, the reporting person is not an officer or director of Torvec, Inc. The reporting person was the Chairman of the Board of Directors of Torvec, Inc. from June 15, 2004 to August 19, 2005 and was a director of Torvec, Inc. from June 15, 2004 to October 26, 2005.

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 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).

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