Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Perry Glen
   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%
(Last)
(First)
(Middle)
6510 ABRAMS RD. STE 300		 3. Date of Earliest Transaction (Month/Day/Year)
05/11/2007
(Street)

DALLAS, TX 75231		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Perry Glen
6510 ABRAMS RD. STE 300
DALLAS, TX 75231		   X     President member-13(d) group owning >10%

Signatures

 Sandra Green AIF for Glen H. Perry, President   05/30/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(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

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