Item 8.01 Other Events

(i) On October 16, 2008, Zion Oil & Gas, Inc. ("Zion" or the "Company") decided to extend to January 9, 2009 the period in which the Company can accept subscriptions and payment for units in its "best efforts minimum/maximum offering" that the Company commenced on May 14, 2008. Following the extension, the offering will terminate on the earlier of: (i) January 9, 2009, (ii) the date on which a total of 2,500,000 units have been subscribed and accepted, or
(iii) such date as announced by the Company on no less than two trading days' prior notice

The Company has received subscriptions for the minimum number of units (325,000 units) and an initial closing of the offering is scheduled for October 21, 2008.

In the follow-on offering, the Company is seeking to sell a maximum of $2,500,000 units ($25,000,000). Each unit consists of (i) one share of common stock, par value $.01 per share and (ii) one warrant to purchase one share of common stock at a per share exercise price equal to $7.00. No assurance can be provided that the Company will be successful in selling additional units.

(ii) The Company is currently involved in a dispute with one of the Executive Vice Presidents, Philip Mandelker, regarding the deferral of compensation. Mr. Mandelker had previously deferred amounts due to him, along with other officers and directors, to July 1, 2008. Consistent with company policy, he also agreed to receive only 60% of the salary due to him through such period. In May 2008, the Company gave notice to Mr. Mandelker of its election to not renew his employment agreement when the initial employment terms specified in such agreement expires on December 31, 2008. In July 2008, with the exception of Mr. Mandelker, all the other deferring executives agreed to continue deferring amounts due to them through December 31, 2008. Mr. Mandelker refused to such deferral and also refused to continue to accept a reduced salary beyond July 1, 2008. Mr. Mandelker has recently threatened legal action against the Company in Israel if it does not reach agreement with him as to payment terms for the amounts he deferred. Mr. Mandelker's employment agreement is governed by Israeli Law. Any legal action by Mr. Mandelker may include the placement of liens on the Company's assets, including its Israeli bank accounts and payments due to it from third parties. In addition, under Israeli law, significant penalties may be assessed against the Company if it is ultimately determined that it has improperly withheld amounts due to him under his employment agreement. While the Company intends to aggressively defend its interests in any proceeding that may be initiated against it, the ultimate outcome of legal proceedings is inherently unpredictable and the financial and related costs of defense may be significant. The Company is currently discussing a potential resolution of these issues with Mr. Mandelker and his advisors, but there can be no assurance that such a resolution can be reached on terms acceptable to the Company, or at all.

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