SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Perry Glen

(Last)

(First)

(Middle)

255A DIZENGOFF STREET # 18

(Street)

TEL AVIV

63117

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ZION OIL & GAS INC [ ZN ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer/Pres.

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, Par Value $0.01	12/23/2008		G4⁽¹⁾	12,500	D	⁽¹⁾	431,000	D
Common Stock, Par Value $0.01	12/02/2008		G4⁽²⁾	12,000	D	⁽²⁾	443,500	D
Common Stock, Par Value $0.01	12/02/2008		P4⁽³⁾	12,000	A	⁽³⁾	455,500	D
Common Stock, Par Value $0.01	12/12/2008		S4	4,100	D	$6.2	26,000⁽⁵⁾	I	by Companion⁽⁴⁾
Common Stock, Par Value $0.01	12/11/2008		S4	7,856	D	$6.39	30,100⁽⁵⁾	I	by Companion⁽⁴⁾
Common Stock, Par Value $0.01	12/10/2008		S4	2,844	D	$6.3	37,956⁽⁵⁾	I	by Companion⁽⁴⁾
Common Stock, Par Value $0.01	12/09/2008		S4	4,200	D	$6.254	40,800⁽⁵⁾	I	by Companion⁽⁴⁾
Common Stock, Par Value $0.01	12/02/2008		G4⁽²⁾	6,000	A	⁽²⁾	45,000	I	by Companion⁽⁴⁾
Common Stock, Par Value $0.01	10/24/2008		P4⁽³⁾	20,000	A	⁽³⁾	39,000	I	by Companion⁽⁴⁾
Common Stock, Par Value $0.01	10/15/2008		S4	1,508	D	$5.81	19,000	I	by Companion⁽⁴⁾
Common Stock, Par Value $0.01	10/14/2008		S4	4,537	D	$5.88	20,508	I	by Companion⁽⁴⁾
Common Stock, Par Value $0.01	10/10/2008		S4	3,500	D	$5.84	25,045	I	by Companion⁽⁴⁾
Common Stock, Par Value $0.01	10/10/2008		S4	2,100	D	$5.75	28,545	I	by Companion⁽⁴⁾
Common Stock, Par Value $0.01	10/09/2008		S4	3,489	D	$5.78	30,645	I	by Companion⁽⁴⁾
Common Stock, Par Value $0.01	10/08/2008		S4	5,911	D	$5.77	34,134	I	by Companion⁽⁴⁾
Common Stock, Par Value $0.01	09/30/2008		S4	1,600	D	$6.35	40,045	I	by Companion⁽⁴⁾
Common Stock, Par Value $0.01	09/29/2008		S4	4,800	D	$6.05	41,645	I	by Companion⁽⁴⁾
Common Stock, Par Value $0.01	09/26/2008		S4	4,200	D	$6	46,445	I	by Companion⁽⁴⁾
Common Stock, Par Value $0.01	09/25/2008		S4	2,500	D	$5.96	50,645	I	by Companion⁽⁴⁾
Common Stock, Par Value $0.01	09/25/2008		S4	2,500	D	$6	53,145	I	by Companion⁽⁴⁾
Common Stock, Par Value $0.01	09/24/2008		S4	1,400	D	$5.75	55,645	I	by Companion⁽⁴⁾
Common Stock, Par Value $0.01	09/23/2008		S4	2,100	D	$5.79	57,045	I	by Companion⁽⁴⁾
Common Stock, Par Value $0.01	09/23/2008		S4	2,500	D	$6	59,145	I	by Companion⁽⁴⁾
Common Stock, Par Value $0.01							61,645⁽⁶⁾	I	by Companion⁽⁴⁾
Common Stock, Par Value $0.01	02/05/2008		S4	394	D	$6.5	49,645	I	by Companion⁽⁴⁾
Common Stock, Par Value $0.01	01/28/2009		S4	7,294	D	$6.5	50,039	I	by Companion⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
warrant	$7	12/02/2008		4G⁽²⁾		12,000	⁽³⁾	⁽³⁾	Common Stock, Par Value $0.01	0	⁽³⁾	0	D
warrant	$7	12/02/2008		4P	12,000		⁽³⁾	⁽³⁾	Common Stock, Par Value $0.01	12,000	⁽³⁾	12,000	D
Warrant	$7	12/02/2008		4G⁽²⁾	6,000		⁽³⁾	⁽³⁾	Common Stock, Par Value $0.01	6,000	⁽³⁾	26,000	I	by Companion⁽⁴⁾
Warrant	$7	10/24/2008		4P⁽³⁾	20,000		⁽³⁾	⁽³⁾	Common Stock, Par Value $0.01	20,000	⁽³⁾	20,000	I	by Companion⁽⁴⁾

Explanation of Responses:

1. Gifts to certain non-related persons.

2. Of the Units (as defined in Note 3 Below) gifted, 6,000 Units were to the reporting person's five children who do not reside in the reporting person's household and 6,000 Units to the reporting person's companion who shares the reporting person's household. The reporting person disclaims any beneficial ownership interest in the securities.

3. Purchased through the Issuer's follow on public offering of units (each a "Unit") of the Issuer's securities, at a per Unit Purchase price of $10.00, with each Unit being comprised of (i)once share of common stock, par value $0.01 and (ii) one warrant to purchase, at an exercise price of $7.00 and exercisable through January 31, 2012, one additional share of common stock.

4. The reporting person disclaims beneficial interest in the reported securities or the proceeds thereof.

5. Notice of this transaction was received post filing of the schedule 13G for 2008. An amended 13G will be filed to reflect the correction of holdings for the reporting person's companion. The reporting person disclaims beneficial interest in the reported securities of the proceeds thereof.

6. Holding being added to reflect the sequential amount of securities owned following reported transactions(s). Holding was previously reported on a Form 4 dated 12/13/2007.

	Sandra Green AIF for Glen Perry	02/17/2009
	** 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).
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