SecProbe.io

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      June 17, 2005
via U.S. mail

Manuel Pablo Zuniga-Pflucker
President and Chief Executive Officer
BPZ Energy, Inc.
11999 Katy Freeway, Suite 560
Houston, Texas 77079

      Re:	BPZ Energy, Inc.
		Amendment No. 1 to Registration Statement on
      Form SB-2
      Filed June 8, 2005
		File No. 333-122816

Dear Mr. Zuniga-Pflucker:

      	We have limited our review of your amended filing to
those
issues addressed in our comments.  Where indicated, we think you
should revise your document in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form SB-2

Management`s Discussion and Analysis and Plan of Operation, page
26

Liquidity and Capital Resources, page 28

1. We note the company has executed a mandate letter with the
International Finance Corporation.  Please provide us with a copy
of
the mandate letter and the financing criteria used by the
International Finance Corporation.  Advise us of how the company
meets the criteria set forth.  Also, advise us of when the
International Finance Corporation anticipates completing its
appraisal with respect to the viability of a financing arrangement
with the company.
Engineering Comments
Business, page 12

Oil and Gas Resources, page 18

2. We note the statement, "Based on this data, GCA concluded that
oil
and gas resources exist in the Corvina and Piedra Redonda Fields
that
can be considered proved from a geological and engineering
standpoint."  Please delete this as it indicates a standard for
proved reserves that is different from that in Rule 4-10(a) of
Regulation S-X.  You may disclose those missing elements that
preclude your attribution of proved reserves here.

Closing Comments
	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of an amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	Please contact Mellissa Campbell Duru at (202) 551-3757 or me
at
(202) 551-3745 with any other questions.

								Sincerely,

								H. Roger Schwall
								Assistant Director

cc:	David Thayer, Esq.
      Adams & Reese LLP
      (713) 652-5152 (via facsimile)

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Mr. Zuniga-Pflucker
BPZ Energy, Inc.
June 17, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

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