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* SCHWARTZ BRIAN (Last) (First) (Middle) NAVY YARD PLAZA 1 FIRST AVENUE PARISH, BUILDING #3 (Street) BOSTON MA 02129 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/26/2008	3. Issuer Name and Ticker or Trading Symbol ZIOPHARM ONCOLOGY INC [ ZIOP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) V.P. Chief Medical 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	25,000(1)	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options(2)	(3)	05/10/2016	Common Stock	100,000	5.35	D
Stock Options(2)	(4)	12/13/2016	Common Stock	15,000	6.49	D
Stock Options(2)	(5)	06/18/2015	Common Stock	35,000	4.85	D
Stock Options(2)	(6)	12/12/2017	Common Stock	50,000	2.73	D

Explanation of Responses:

1. Restricted stock grant. Restrictions lapse on 12/1/2008.

2. Right to buy.

3. 33,334 shares are currently vested. 33,333 shares vest on each of 5/10/08 and 5/10/09.

4. 5,000 shares are currently vested. 5,000 shares vest on each of 12/13/08 and 12/13/09.

5. 11,667 shares vest on each of 6/18/08 and 6/18/09; 11,666 shares vest on 6/18/10.

6. 16,667 shares vest on each of 12/12/08 and 12/12/09; 16,666 shares vest on 12/12/10.

	/s/ Brian Schwartz	04/02/2008
	** 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).
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