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 8, 2007 (December 29, 2006)
____________________________________
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
(Commission File Number) 20-0065053
(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

INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01: Entry into Material Definitive Agreement

Acceptance of Subscription Agreements and Initial Closing of Offering of Common Stock

On December 29, 2006, Zion accepted subscription agreements in a total amount of $ 3,058,349 received from 940 subscribers to its public offering of shares of common stock (the "offering") which is the subject of Zion's Registration Statement on Form SB-2 as declared effective by the Securities and Exchange Commission on September 26, 2006 (the "Registration Statement"). Pursuant to the accepted subscription agreements, the subscribers subscribed for 436,907 shares of Zion's common stock at $7.00 per share to be issued by Zion at the initial closing of the offering (the "initial closing"), which initial closing was conditioned on the receipt into an escrow account established by Zion at Sterling Trust Company of acceptable cash subscriptions for a minimum of 350,000 shares ($2,450,000) by December 26, 2006. The required minimum was timely met on December 22, 2006. Of the total subscriptions subject of the accepted agreements, $ 2,870,679 were for cash and $ 187,67 0 were debt conversion.

The initial closing took place on December 29, 2006. In respect of the initial closing Zion issued instructions to the escrow agent to disburse proceeds of the cash subscriptions in the amount of $ 2,659,554 to the company and issued instructions for 436,907 shares of its common stock to its transfer agent to be distributed in accordance with the directions of the subscribers. The remaining $ 211,125 of funds in the escrow account were distributed at the initial closing to Network 1 Financial Services, 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: $ 164,083 in commissions and $47,042 of expense reimbursement. At the initial closing, Zion also issued to the underwriter, in accordance with the terms of the underwriting agreement, an Underwriter's Warrant to purchase 13,107 shares of Zion common stock at a price of $8.75 per share to be exercisable for a period be ginning six months after the final closing of the offering and expiring on December 29, 2009.

Zion will use the proceeds of the initial closing for the purposes and in the amounts described in the Registration Statement.

Item 8.01: Other Events

1. American Stock Exchange Listing and Commencement of Trading

In connection with the anticipated listing of its shares of common stock for trading on the American Stock Exchange LLC (the "AMEX") on December 18, 2006, Zion signed and submitted a Listing Agreement (the "Listing Agreement") to the AMEX. On December 20, 2006, the AMEX accepted the Listing Agreement. By the terms of the Listing Agreement, Zion inter alia certifies that it will comply with all AMEX rules, policies and procedures that apply to listed companies.

Following the initial closing and in accordance with the terms of the Listing Agreement, Zion's common stock was listed and commenced trading on the AMEX on January 3, 2007 under the trading symbol ZN.

2. Exercise and Expiry of Certain Warrants for Purchase of Common Stock

During the quarter ended December 31, 2006, the following warrants for the purchase of shares of common stock of Zion were exercised or expired. All shares underlying the warrants were registered by Zion in the Registration Statement.

(i) $3 Warrants - Warrants to purchase at $3.00 per share 10,000 shares of common stock underlying $3 Warrants of the company were exercised in consideration of $15,000 cash and the exchange of $15,000 of debt owed by the company to one of its directors. No $3 Warrants remain outstanding.

(ii) D Warrants - Warrants to purchase 55,750 shares of common stock underlying D Warrants of the company at $4.00 per share were exercised in consideration of: (A) $171,830 in cash and (B) $ 51,170 in exchange of debt owed by the company to three of its directors. D Warrants to purchase 19,250 shares of common stock expired unexercised. No D Warrants remain outstanding.

(iii) E Warrants - Warrants to purchase 208,057 shares of common stock underlying E Warrants of the company at $5.00 per share were exercised in consideration of: (A) $ 829,285 in cash and (B) $ 211,000 in exchange of debt owed by the company to certain of its officers, directors and shareholders. E Warrants to purchase 228,143 shares of common stock expired unexercised. No E Warrants remain outstanding.

3. Termination of Certain Voting Agreements

Effective December 31, 2006, certain Stockholders and Voting Agreements by and among Zion, certain of its executive officers and certain of its shareholders (the "2005 Voting Agreements") terminated in accordance with their terms. Under the terms of the 2005 Voting Agreements, certain shareholders of the Company granted irrevocable voting proxies to certain of Zion's executive officers. With the termination of the 2005 Voting Agreements, all Zion's common shares previously subject to the irrevocable proxies provided for in the Agreements are now free from the provisions thereof and may be freely voted by the holders of such shares as they see fit.

Specifically, the termination of the 2005 Voting Agreements affect a total of 1,122,785 shares of common stock as follow:

(i) 93,000 shares previously subject to a 2005 Voting Agreement among the Company, John Brown and certain shareholders;

(ii) 311,918 shares previously subject to a 2005 Voting Agreement among the Company, Eugene A. Soltero and certain shareholders;

(iii) 423,834 shares previously subject to a 2005 Voting Agreement among the Company, Richard Rinberg and certain shareholders;

(iv) 157,450 shares previously subject to a 2005 Voting Agreement among the Company, Philip Mandelker and certain shareholders; and

(v) 136,583 shares previously subject to a 2005 Voting Agreement among the Company, Glen H. Perry and certain shareholders.

4. Announcement of Anticipated Second Closing of Offering

On January 3, 2007, Zion announced that it was scheduling a second closing of its offering which is the subject of the Registration Statement to take place on January 29, 2007, unless the offering is earlier terminated. The terms of the continuing offering will be the same as prior to the initial closing at $7.00 per share with a 100 share minimum. See press release attached as Exhibit 99 at Item 9.01(d) below.

Under the terms of the offering, Zion may schedule multiple additional closings during the period following the initial closing through the earlier of (i) March 26, 2007 (subject to further extension for up to an additional 60 days) or (ii) the date on which a total of 2,000,000 shares have been subscribed and accepted - unless earlier terminated by the company.

Item 9.01(d)

Exhibit 99 - Press Release dated January 3, 2007.

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.

Date: January 8, 2007

Zion Oil and Gas, Inc.

By: /s/ Eugene A. Soltero /s/

Eugene A. Soltero
Chief Executive Officer

EX-99

EXHIBIT 99 - PRESS RELEASE

ZION OIL & GAS OPENS AMEX TRADING FOR 2007

Issues Shares in First IPO Round

New York, NY - January 3, 2007 - Eugene A. Soltero, Chief Executive Officer of Zion Oil & Gas, Inc., of Dallas, Texas and Caesarea, Israel, announced today that the company has issued 436,907 shares of common stock in the first round of its initial public offering. Mr. Soltero and Richard Rinberg, Zion's President, rang the AMEX opening bell today to commence trading as the first new listing of 2007. Zion's ticker symbol is "ZN." Zion's offering is being underwritten on a best efforts basis by Network 1 Financial Securities, Inc. of Red Bank, New Jersey. The shares were issued at $7 per share, and the amount raised in this initial round was $3,058,349.

Zion continues to accept subscriptions in its offering at $7 per share up to a maximum of $14,000,000. A second closing has been scheduled for January 29, 2007. This offering will then remain open as described in its prospectus.

Zion Oil & Gas, a Delaware corporation, explores for oil and gas in Israel on its Ma'anit-Joseph License and Asher Permit areas covering approximately 219,000 acres located onshore between Tel Aviv and Haifa. The net proceeds of Zion's offering will mainly be used for a completion attempt on the Ma'anit #1 exploratory well drilled by Zion in 2005 to a total depth of 15,842 feet and, if the maximum offering is successfully completed, to drill an appraisal well on its license. Zion and its drilling contractor have entered into an agreement for the use of a rig to renew work on the Ma'anit #1 in March 2007. In the event of a commercial discovery, following recovery of certain exploratory costs, Zion intends to donate 6% of its gross revenues from the license to two charitable trusts to be established by Zion, one in Israel and one in the U.S.

The Securities are being offered by Zion in its Initial Public Offering by prospectus only, and only within those States and other jurisdictions in which the securities may be sold. This announcement is neither an offer to sell nor a solicitation of any offer to buy.

FORWARD LOOKING STATEMENTS: Statements in this press release that are not historical fact, including statements regarding future closings of the offering, the timing and results thereof, Zion's planned operations, potential results thereof and plans contingent thereon, are forward-looking statements as defined in the "Safe Harbor'' provision 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 prospectus 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.

NOTICE: Zion Oil & Gas, Inc., has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest directly in the offering, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the company and its offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Zion Oil & Gas or its underwriter, Network I Financial Securities, Inc. will arrange to send you the prospectus if you request it by calling toll free 1-888-TX1-ZION (1-888-891-9466). Links to the SEC location, or to the documents in PDF, may be found on Zion's home page at www.zionoil.com.

Contact:

Karen Soltero
Zion Oil & Gas, Inc.
6510 Abrams Rd., Suite 300
Dallas, TX 75231
818-445-6840
Email: karen@zionoil.com