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

July 11, 2011

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)

001-33228 (Commission File Number) 20-0065053 (IRS Employer Identification No.)

6510 Abrams Road, Suite 300, Dallas, TX 75231  

(Address of Principal Executive Offices)            (Zip Code)

 214-221-4610

Registrant's telephone number, including area code:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Extension of Asher-Menashe Petroleum Exploration License

On July 11, 2011, the Israeli Petroleum Commissioner notified Zion Oil & Gas, Inc. (the "Company" or “Zion”) that it was approving the Company’s request for a one-year extension on the Company’s Asher-Menashe License, extending the expiration date of the Asher-Menashe License to June 9, 2012.

The Company’s “Asher-Menashe License” covers an area of approximately 78,824 acres located on the Israeli coastal plain and the Mount Carmel range between Caesarea in the south and Haifa in the north.  The Asher-Menashe License had an initial three-year term that ran from June 10, 2007 through June 9, 2010, subsequently extended for an additional one-year period to June 9, 2011 and now extended for an additional one-year period through June 9, 2012. At the option of the Israeli Petroleum Commissioner, the Asher-Menashe License may be extended for additional one-year periods through 2014.

Under the terms of the Asher-Menashe License, as extended, Zion is required (i) to prepare an engineering analysis of the Elijah #3 well and examine the option of deepening the well or sidetracking therefrom and submit a summary report by December 1, 2011, (ii) to sign an agreement with an appropriate geological services provider to acquire approximately 10 kilometers of 2D seismic by December 1, 2011, (iii) to commence the seismic survey by February 1, 2012, (iv) to process and integrate the results of the new seismic survey with existing seismic lines and file a report with the Israeli Petroleum Commissioner by March 1, 2012, (v) to identify a new drilling prospect in the Asher-Menashe License area by April 1, 2012 that includes a description of the geological background, the purposes of the drilling  the petroleum system/s that are related therein and a geological forecast and engineering plan and (vi) to sign a drilling contract to drill by April 1, 2012 and to commence such drilling by June 1, 2012.

Under the terms of the extension, if the Company decides not to conduct any further drilling operations on the Elijah #3 well, then it is required to seal such well by June 1, 2012. The Company is also required to deposit with the Commissioner an irrevocable bank guarantee, valid to December 1, 2012, in the amount of $35,000 as a guarantee for damages that may occur as a result of sealing the well.

Attached, as Exhibit 10.1, is an English translation from the original Hebrew of the extension letter.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 10.1 – Petroleum Exploration License No. 334/ “Asher-Menashe” Extension Letter (translation)

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.

	Zion Oil and Gas, Inc.
Date: July 12, 2011	By:	/s/ Richard J. Rinberg
		Richard J. Rinberg
		Chief Executive Officer

EX-10.1

[TRANSLATION FROM HEBREW]

STATE OF ISRAEL

MINISTRY OF NATIONAL INFRASTRUCTURES

LICENSING AUTHORITY NATURAL RESOURCES

Oil Exploration

06 July 2011

Mr Bill Ottaviani  Zion Oil & Gas Inc 22 Bareket, North Industrial Zone Caesarea 38900 Fax:04/6231427

Dear Sir

Re: Extension of License Asher Menashe /# 334

      Your letter dated 13 June 2011

In response to your above mentioned letter I hereby confirm the extension of the license up to 9 June 2012.The renewal of the license is subject to the execution of the following work program:

a. No later than 1 November 2011update the geophysical maps, continue the geological analysis of the license and submit a summary report.

b. No later than 1 December 2011 prepare an engineering analysis of Elijah-3 drilling and examine the possibility of deepening or moving from Elijah -3 and submit a summary report.

c. No later than 1 December 2011 present a contract for a supplementary 2D seismic survey within the license area totaling approximately 10 kilometers.

d. Prepare the seismic survey, process the data and submit the process report and ancillary material no later than 1 February 2012 to the National archives at the Geophysics Institute as defined in the guidelines for transferring seismic data.

e. No later than 1 March 2012 prepare an interpretation of the new seismic survey, integrate with old lines, update the geophysical maps and submit a geophysical summary.

f. No later than 1 April 2012 prepare a drilling prospectus that includes a description of the geological background, the purposes of the drilling the petroleum system/s that are related therein and a geological forecast and engineering plan for the proposed drilling.

g. No later than April 1 2012 execute a contract with a drilling contractor to drill a new well or drill the existing well.

h. Begin drilling no later than 1 June 2012.

i. In the event that you do not continue drilling Elijah-3 you must seal the well in a final manner no later than 1 June 2012.

j. You must deposit with the Commissioner an autonomous irrevocable bank guarantee for the amount of $35,000 U.S. dollars valid to 1 December 2012 as a guarantee for damages that may occur from activities as a result of the Menashe license and sealing the wells.

Sincerely

Dr. Michael Gardosh

Commissioner of Petroleum Affairs