SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

KEYS RANDALL D

(Last)

(First)

(Middle)

11999 KATY FREEWAY

SUITE 560

(Street)

HOUSTON

77079

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/16/2005

3. Issuer Name and Ticker or Trading Symbol
BPZ ENERGY INC [ BPZI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	15,000⁽¹⁾	D
Common Stock	450,000⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Incentive Stock Award	⁽³⁾	12/28/2007	Common Stock	225,000	⁽³⁾	D

Explanation of Responses:

1. As of March 31, 2005, the Company had an obligation to issue 15,000 shares to Mr. Keys in connection with his prior consulting services. The Company cannot complete the issuance of these shares until it gains approval to increase the number of its authorized shares of common stock, which has also been proposed for shareholder approval at the 2005 Annual Meeting of shareholders.

2. The Company intends to grant 450,000 shares of Restricted Stock under the BPZ Energy, Inc. 2005 Long-Term Incentive Compensation Plan, which the Company's Board of Directors has proposed for shareholder approval at the 2005 Annual Meeting of shareholders. Such grant will not be completed until the Plan has been approved by the shareholders. Further, the Company cannot complete this grant until it gains approval to increase the number of its authorized shares of common stock, which has also been proposed for shareholder approval at the 2005 Annual Meeting of shareholders. The Restricted Stock will vest in three equal annual installments of 150,000 shares each on the first, second and third anniversaries of the date of grant. When granted, such shares will be issued and held in escrow. Mr. Keys will have voting rights over these shares, including those which are not vested.

3. The Company intends to grant a Contingent Incentive Award of 225,000 shares of Restricted Stock which will vest if the Company achieves daily production of at least 2,000 barrels of oil or its equivalent (approximately 12 million cubic feet of gas per day) prior to December 28, 2007. The Company cannot complete this grant until it gains approval to increase the number of its authorized shares of common stock, which has also been proposed for shareholder approval at the 2005 Annual Meeting of shareholders.

	Randall D. Keys	05/26/2005
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.