8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

January 16, 2009

Date of Report (Date of earliest event reported)

Zion Oil & Gas, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

333-131875	20-0065053
(Commission File Number)	(IRS Employer Identification No.)

6510 Abrams Road, Suite 300, Dallas, TX 75231  

(Address of Principal Executive Offices)

Registrant's telephone number, including area code: 214-221-4610

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 : Entry into Material Definitive Agreement

On January 16, 2009 (the “Final Closing”), Zion Oil & Gas, Inc. (the “Company”) accepted subscription agreements in a total amount of $2,490,390 received from 718 subscribers to its follow-on public offering of units (each a “Unit”) of its securities (the "Offering").  The Offering is the subject of the Company's Registration Statement on Form S-3 which was declared effective on May 14, 2008 (the "Registration Statement"). Each unit consists of (i) one share of common stock, par value $.01 per share, and (ii) one warrant to purchase one share of common stock at a per share exercise price equal to $7.00. Pursuant to the accepted subscription agreements, the subscribers subscribed for 249,039 Units, corresponding to 249,039 shares of common stock and warrants for an additional 249,039 shares of common stock to be issued by Zion.  Of the total subscriptions subject of the accepted agreements, $2,364,640 were for cash and $125,750 were debt conversion. The Company previously held on October 24, 2008 and December 2, 2008, initial and second closings on the Offering in which it issued 417,204 Units, raising gross proceeds of $4,172,040.  In total, the Company raised from its follow-on offering, which ended on January 9, 2009, gross proceeds of $6,663,430, of which $6,417,680 was for cash, $240,000 was debt conversion related to the deferred salary due to two officers of Zion and $5,750 was in settlement of fees due to two service providers. In respect of the total amount raised, Zion issued 666,343 Units.

On January 20, 2009, the Company issued instructions to the escrow agent to disburse proceeds of the cash subscriptions in the amount of $2,175,469 to the Company. The remaining $189,171 of funds in the escrow account were distributed at the Third Closing to Brockington Securities Inc., the underwriter of the offering, and its placement agents, in accordance with the terms of the underwriting agreement as described in the Registration Statement, as follows: $ 118,232 in commissions and $70,939 of expense reimbursement.

Effective February 9, 2009, the shares and the warrants included in the Unit will separate and trade separately, and the Unit as such will cease to exist. The warrant included in the unit will first become exercisable February 9, 2009 and will continue to be exercisable through January 31, 2012 at a per share exercise price of $7.00. The Units will trade under the symbol “ZN.U” and the warrant will trade under the symbol “ZN.WS”.

The Company will use the proceeds of this closing for the purposes and in the amounts described in the Registration Statement.

Item 9.01(d)

Exhibit 99 - Press Release dated January 21, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

	Zion Oil and Gas, Inc.
Date: January 21, 2009	By:	/s/ Richard J. Rinberg
		Richard J. Rinberg
		Chief Executive Officer

EX-99.1

Exhibit 99.1

Zion Oil Issues Units in Third and Final Closing of Follow-on Offering

Dallas, Texas and Caesarea, Israel – January 21, 2009 – Zion Oil & Gas, Inc. (NYSE Alternext US: ZN) announced today that the company will issue 249,039 units in the third and final closing of Zion’s follow-on offering. Each unit consists of one share of Zion stock and one warrant to purchase one share of Zion stock. The units were issued at $10 per unit and the amount raised in this closing was $2,490,390, of which $2,364,640 was for cash, $120,000 was for debt conversion of deferred salary due to two officers of Zion and $5,750 was in settlement of fees due to two service providers.

In the initial and second closings of this offering, held on October 24 and December 2 2008, Zion issued 417,204 units, raising gross proceeds of $4,172,040.

In total, Zion raised from its follow-on offering, which ended on January 9, 2009, gross proceeds of $6,663,430, of which $6,417,680 was for cash, $240,000 was debt conversion related to the deferred salary due to two officers of Zion and $5,750 was in settlement of fees due to two service providers. In respect of the total amount raised, Zion issued 666,343 Units

Zion's Chief Executive Officer, Richard Rinberg, said today, " With the funds raised in this offering, we now eagerly await the arrival of the 2,000 horsepower drilling rig and the drilling of Zion’s second well, on our Joseph License, to the Triassic Formation (down to a depth of 15,400 feet) and then, we plan, to the Permian Formation (down to a depth below 18,000 feet)."

Zion’s common stock trades on the NYSE Alternext US under the symbol “ZN”. On February 9, 2009, each unit will separate into its component share and warrant, and each of the shares and the warrants will trade separately, with the warrant trading under the symbol “ZN.WS”.

Zion Oil & Gas, Inc., a Delaware corporation, explores for oil and gas in Israel in areas located onshore between Tel-Aviv and Haifa. It currently holds two petroleum exploration licenses, the Joseph and Asher-Menashe Licenses, between Netanya on the south and Haifa on the north, covering a total of approximately 162,000 acres.

FORWARD LOOKING STATEMENTS: Statements in this press release that are not historical fact, including statements regarding Zion’s planned operations, potential results thereof and plans contingent thereon, including the importation of a drilling rig into Israel and the granting of various required permits, are forward-looking statements as defined in the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward looking statements are based on assumptions that are subject to significant known and unknown risks, uncertainties and other unpredictable factors, many of which are described in Zion’s periodic reports filed with the SEC and are beyond Zion’s control. These risks could cause Zion’s actual performance to differ materially from the results predicted by these forward-looking statements. Zion can give no assurance that the expectations reflected in these statements will prove to be correct and assumes no responsibility to update these statements.

Zion’s homepage may be found at: www.zionoil.com

Contact:

Brittany Russell

Zion Oil & Gas, Inc.

6510 Abrams Rd., Suite 300

Dallas, TX 75231

(1) 214-221-4610

Email: dallas@zionoil.com