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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Claiborne Cary J 		2. Issuer Name and Ticker or Trading Symbol

New Generation Biofuels Holdings, Inc [ GNB ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

NEW GENERATION BIOFUEL HOLDINGS, INC., 11111 KATY FREEWAY, SUITE 910 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/5/2008
(Street)

HOUSTON, TX 77079
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   5/12/2008     A    2986   (1) A $0   10236   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (right to buy)   $4.00   3/5/2008     A     75000         (2) 12/1/2017   Common Stock   75000   $0   375000   D  
 
Series B Convertible Preferred Stock   $4.25   3/31/2008     P     510         (3)   (3) Common Stock   12000   $100.00   510   D  
 
Warrants (right to buy)   $6.25   3/31/2008     J     3000       9/30/2008   3/31/2013   Common Stock   3000   $0   (4) 3000   D  
 

Explanation of Responses:
( 1)  Award grant to senior management under Omnibus Incentive Plan based on achieving certain 2007 performance criteria.
( 2)  On December 1, 2007, the reporting person was granted an award of 450,000 performance based options pursuant to his employment agreement. The options vest in four annual installments based on the achievement of certain performance criteria for each fiscal year ending December 31, 2007, 2008, 2009 and 2010. The performance criteria for 2007 were met, resulting in the vesting of 75,000 options.
( 3)  The Series B convertible preferred stock is convertible into common stock at any time, with a mandatory conversion on March 31, 2011. It has no expiration date.
( 4)  The Warrants were issued in connection with the purchase of the Series B convertible preferred stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Claiborne Cary J
NEW GENERATION BIOFUEL HOLDINGS, INC.
11111 KATY FREEWAY, SUITE 910
HOUSTON, TX 77079

Chief Financial Officer

Signatures
/s/ Cary J. Claiborne 6/6/2008
** 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 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).
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 control number.
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