Form: 5

Statement of changes in beneficial ownership of securities

April 26, 2005

FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
MASRY EDWARD L
 2. Issuer Name and Ticker or Trading Symbol
SAVE THE WORLD AIR INC [ZERO.PK] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman of the Board and CEO
(Last)
(First)
(Middle)

SAVE THE WORLD AIR, INC., 5125 LANKERSHIM BOULEVARD		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004
(Street)


NORTH HOLLYWOOD, CA 91601		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock     3       1,000,000 D  
Common Stock 06/01/2003   J4 2,000,000 A $ (1) 3,000,000 I By Masry & Vititoe PC
Common Stock 04/02/2004   J4 60,000 A $ (2) 3,060,000 D  

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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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 1.27 03/02/2004   A4 78,740   03/02/2005 03/02/2014 Common Stock
78,740
$ 0 5,328,740
D
 
Employee Stock Option (right to buy) $ 0.98 03/02/2004   A4 200,000   03/02/2005 03/02/2014 Common Stock
200,000
$ 0 5,250,000
D
 
Employee Stock Option (right to buy) $ 0.98 03/02/2004   A4 50,000   03/02/2005 03/02/2014 Common Stock
50,000
$ 0 5,050,000
D
 
Warrants to purchase common stock $ 0.5 06/30/2003   J4 2,000,000   06/30/2003 06/30/2008 Common Stock
2,000,000
$ 0 5,000,000
I (3)
see footnote
Stock Options (right to buy) $ 0.1     3       (4) 11/02/2011 Common Stock
3,000,000
  3,000,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MASRY EDWARD L
SAVE THE WORLD AIR, INC.
5125 LANKERSHIM BOULEVARD
NORTH HOLLYWOOD, CA 91601		   X   X   Chairman of the Board and CEO  

Signatures

/s/ EDWARD L. MASRY 04/20/2005
**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) These 2,000,000 shares of Common Stock are held by Masry & Vititoe, PC, and Mr. Masry disclaims beneficial ownership of such shares except to the extent of his proportional share of that firm. Mr. Masry is a member of Masry & Vititoe, PC and may be deemed a beneficial owner of all such 2,000,000 shares of Common Stock held by the firm because of his status a member thereof. These shares, together with the warrants to purchase Common Stock referred to in Note(5) below, were issued in consideration of the cancellation of $500,000 of indebtedness of the Company to Masry & Vititoe, PC.
(2) These shares were issued to Joette Masry, the wife of Edward L. Masry in consideration of the cancellation of her $15,000 loan to the Company.
(3) These warrants are held by Masry & Vititoe, PC, and Mr. Masry disclaims beneficial ownership of such warrants except to the extent of his proportional share of that firm. Mr. Masry is a member of Masry & Vititoe, PC and may be deemed a beneficial owner of all such 2,000,000 shares held by that firm because of his status a member thereof. These warrants, together with the 2,000,000 shares of Common Stock referred to in Note (2) above, were issued in consideration of the cancellation of $500,000 indebtedness of the Company to Masry & Vititoe, PC.
(4) These options became exercisable in 3 equal annual installments commencing November 2, 2002.

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