February 14, 2006 - 5/A: Annual statement of changes in beneficial ownership of securities

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

OMB APPROVAL

OMB Number:

3235-0362

Expires:

January 31, 2014

Estimated average burden hours per response...

1.0

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

(Last)

(First)

(Middle)

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)
04/20/2005

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	01/01/2002		J4	1,000,000 ⁽¹⁾	D	$ 0	1,000,000 ⁽²⁾	I ⁽¹⁾	Joint Tenancy with Rights of Survivorship

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

Persons who 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.

SEC 2270 (9-02)

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

Stock Options (right to buy)

$ 0.10

11/29/2004

1,000,000 ⁽³⁾

11/02/2002

11/02/2007

Common Stock

1,000,000

$ 0

4,819,740 ⁽⁴⁾

By Masry & Vititoe, PC ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MASRY EDWARD L 5125 LANKERSHIM BOULEVARD NORTH HOLLYWOOD, CA 91601	X	X	Chairman of the Board

Signatures

Estate of Edward L. Masry, by Joette Masry, Executor		02/14/2006
^**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)	The form of ownership of these shares changed in 2002 from the Reporting Person, as an individual, to the Reporting Person and Joette Masry, his spouse, husband and wife as joint tenants with rights of survivorship.
(2)	The Reporting Person, together with his spouse, held 1,000,000 shares of the Issuer's Common Stock at the Issuer's fiscal year ended December 31, 2002.
(3)	Options to purchase 200,000 shares of Common Stock were transferred to each of the Reporting Person's five adult childers, for an aggregate transfer of options to purchase 1,000,000 shares.
(4)	At Issuer's fiscal year ended December 31, 2005, the Reporting Person held options or warrants to purchase 4,819,740 shares of Common Stock, including warrants to purchase an aggregate 2,000,000 shares of Common Stock held by Masry & Vititoe, PC, of which Reporting Person is a member and thus may be deemed to be the beneficial owner of the securitites held by such entity.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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 number.