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

May 15, 2007 (May 11, 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 Seventh Closing of Offering of Common Stock

During the week ending May 11, 2007, Zion accepted subscription agreements in a total amount of $1,179,871 received from 251 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 168,553 shares of Zion's common stock at $7.00 per share to be issued by Zion at the seventh closing of the offering (the "seventh closing"). Of the total subscriptions subject of the accepted agreements, $1,021,090 were for cash and $158,781 were debt conversion.

The seventh closing took place on May 11, 2007. At the seventh closing Zion issued instructions to the escrow agent to disburse proceeds of the cash subscriptions in the amount of $946,650 to the company and issued 168,553 shares of its common stock to its transfer agent for distribution in accordance with the instructions of the subscribers. The remaining $74,440 of funds disbursed from the escrow account in the seventh closing were distributed 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: $49,627 in commissions and $24,813 of expense reimbursement. At the seventh closing, Zion also issued to the underwriter, in accordance with the terms of the underwriting agreement, an Underwriter's Warrant to purchase 3,544 shares of Zion common stock at a price of $8.75 per share to be exercisable for a period beginning six months after the final closing of the offering and expiring on September 26, 2009.

In Zion's May 14, 2007, press release announcing the seventh closing, a copy of which is attached as Exhibit 99.1 at Item 9.01(d) below, the number of shares issued in the seventh closing was mistakenly overstated by 200 (having been reported as 168,753 shares rather than 168,553) and the amount of funds raised mistakenly overstated by $1,400 (having been reported as $1,181,271 rather than $1,179,871).

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

Item 8.01: Other Events

Announcement of Final Closing of Offering

On May 14, 2007, Zion announced that, subject to terminating the offering immediately upon reaching the $14,000,000 maximum subscriptions for the shares being offered in the prospectus subject of the Registration Statement, the final closing of the offering was being scheduled to take place during the week ending May 25, 2007, with the deadline for submission of subscriptions May 21, 2007. The terms of the continuing offering will be the same as prior to the seventh closing at $7.00 per share with a 100-share minimum.

See press release attached as Exhibit 99.1 at Item 9.01(d) below.

Item 9.01(d): Exhibits

Exhibit 99.1 Press Release dated May 14, 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: May 15, 2007

Zion Oil and Gas, Inc.

By: /s/ Philip Mandelker

Philip Mandelker,

Secretary

EX-99

EXHIBIT 99

ZION OIL & GAS CLOSES SEVENTH IPO ROUND - ANNOUNCES DATE FOR OFFERING'S TERMINATION

$1,181,271 Raised Bring IPO Total to Date to $12,303,116; Offering to End During Week Ending May 25

Workover operations on Ma'anit #1 Proceeding According to Plan; Orders Being Placed for Second Well

Caesarea, Israel - May 14, 2007 - Richard Rinberg, Chief Executive Officer of Zion Oil & Gas, Inc. (Amex: ZN), of Dallas, Texas and Caesarea, Israel, announced today that the company has issued 168,753 shares of common stock in the seventh 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 the seventh round was $1,181,271. To date Zion has issued a total 1,757,588 shares in consideration of a total of $12,303,116.

Mr. Rinberg also announced that Zion has scheduled the final closing of its offering for the week ending May 25, 2007. Until then, Zion will continue to accept subscriptions at $7.00 per share up to a maximum of $14,000,000. The deadline for sending in subscriptions is May 21, 2007.

Zion's workover operations to clean the well bore and set cement in its Ma'anit #1 well in preparation for the well's testing are proceeding according to plan. Additionally, orders are being placed for longer lead items required for the drilling of Zion's planned second well, the Ma'anit-Rehoboth #2, Mr. Rinberg said.

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 and deep test well, the Ma'anit-Rehoboth #2, 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 mid-April 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:

Sandy Green
Zion Oil & Gas, Inc.
6510 Abrams Rd., Suite 300
Dallas, TX 75231
214-221-4610
Email: sandy@zionoil.com