SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Perry Glen (Last) (First) (Middle) 6510 ABRAMS RD. STE 300 (Street) DALLAS TX 75231 (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) X Other (specify below) President member-13(d) group owning >10%
	3. Date of Earliest Transaction (Month/Day/Year) 05/11/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year) 05/24/2007	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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/11/2007		P(1)		22,000	A	$7	470,500	D
Common Stock	12/15/2006(2)		M		5,000	A	$5	463,400	D
Common Stock	12/29/2006(2)		G(3)		15,000	D	$0	448,500(4)	D
Common Stock								112,833(5)	I	by Companion(5)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	$5	12/15/2006(2)		M			5,000	09/30/2004	12/31/2006	Common Stock	5,000	(6)	0	D

Explanation of Responses:

1. Shares purchased directly from the Company at an interim closing of the Company's public offering ("IPO"), the subject of the Company's Registration Statement declared effective on Sept. 26, 2006 ("Registration Statement")

2. The report on Form 4/A originally filed by the reporting person on May 24, 2007 is being amended by this Amendment No. 2 solely for the purpose of reporting certain transactions taht occurred within the six month period preceding the first transaction giving rise the filing of the reporting person's report on Form 4 (which transaction occurred on May 23, 2007), in compliance with Rule 16a-2(a) promulgated under The Securities Exchange Act of 1934, as amended.

3. Gift to certain non-related individuals and entites made in connection with the Company's initial closing of the IPO held on December 29, 2006. The gift was made concurrently with gifts by certain other executive officers and directors in an aggregate (including these shares being gifted by the reporting person) of 150,000 shares of Common Stock, all of which were registered in in the Company's Registration Statement.

4. The Initial Statement of Beneficial Ownership on Form 3 that was filed by the reporting person on Dec. 29, 2006, in connection with the filing of the Company's Form 8-A upon the initial closing of the Company's IPO reflected such reporting person's net holdings of shares held directly by him (448,500) shares at the time of the filing of the Form 3.

5. Indirect holdings of the reporting person as reported in the Initial Statement of BEneficial Ownership on Form 3 filed on Dec. 29, 2006, in connection with the filing of the Company's Form 8-A upon the initial closing of the company's IPO. The reference to the holdings of the Reporting Person's companion wiht whom the reporting person shares a household shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities and the reporting person disclaims any pecuniary interest therein.

6. Not applicable

	Sandra Green AIF for Glen H. Perry, President	05/30/2007
	** 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).
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