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

February 23, 2007 (February 21, 2007)
____________________________________
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 Agreements

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

On February 21, 2007, Zion accepted subscription agreements in a total amount of $829,899 received from thirteen subscribers to its public offering of shares of common stock (the "offering") 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 118,557 shares of Zion's common stock at $7.00 per share to be issued by Zion at the third closing of the offering (the "third closing").

The third closing took place on February 21, 2007. At the third closing Zion issued instructions to the escrow agent to disburse proceeds of the cash subscriptions in the amount of $764,208 to the company and issued 118,557 shares of its common stock to its transfer agent for distribution in accordance with the instructions of the subscribers. The remaining $65,691 of funds in the escrow account attributable to the subscriptions closed in the third closing were distributed at the third closing to Network 1 Financial Services, Inc., the underwriter of the offering, in accordance with the terms of the underwriting agreement as described in the Registration Statement, as follows: $43,794 in commissions and $21,897 of expense reimbursement. At the third closing, Zion also issued to the underwriter, in accordance with the terms of the underwriting agreement, an Underwriter's Warrant to purchase 3,128 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 28, 2009.

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

Item 8.01: Other Events

1. Announcement of Anticipated Fourth Closing of Offering

On February 22, 2007, Zion announced that the closing of its offering subject of the Registration Statement previously announced as scheduled to take place on February 28, 2007 is still scheduled for that date, though it will be denominated the "Fourth Closing". The terms of the continuing offering will be the same as prior to the third closing at $7.00 per share with a 100 share minimum. See press release attached at Exhibit 99.1 at Item 9.01(d) below.

Under the terms of the offering, the offering will then remain open through the earlier of (i) March 26, 2007 (subject to extension as provided in the Registration Statement) 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 99.1 Press Release dated February 22, 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: February 23, 2007

Zion Oil and Gas, Inc.

By: /s/ E A Soltero

Eugene A. Soltero
Chief Executive Officer

EX-99

EXHIBIT 99.1

ZION OIL & GAS CLOSES THIRD IPO ROUND

$900,000 Raised in Second Closing Brings IPO Total to $5.9 Million

Dallas, TX - February 22, 2007 - Eugene A. Soltero, Chief Executive Officer of Zion Oil & Gas, Inc. (Amex: ZN), of Dallas, Texas and Caesarea, Israel, announced today that the company has issued 118,557 shares of common stock in the third round of its initial public offering. 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 third round was $829,899. In the first, second and third round closings of the offering, Zion has issued 842,337 shares in consideration of a total of $5,896,359.

Zion continues to accept subscriptions in its offering at $7 per share up to a maximum of $14,000,000. The next closing is scheduled for February 28, 2007, subject to advancement or deferral. The offering will then remain open through March 26, 2007, subject to advancement or deferral as described in the prospectus.

Zion Oil & Gas, a Delaware corporation, explores for oil and gas in Israel on its Ma'anit-Joseph License and Asher Permit areas 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 common stock of Zion is traded on the American Stock Exchange under the ticker symbol "ZN".

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