ITEM 1.01. Entry into a Material Definitive Agreement

On October 22, 2012, Zion Oil & Gas, Inc. (the "Company") implemented a reduction in the exercise price of all of its publicly traded warrants trading on the NASDAQ Global Market under the symbols ZNWAW and ZNWAZ. Under the exercise price reduction program, these warrants can be exercised, through their scheduled expiration date of December 31, 2012, at the reduced warrant exercise price of $1.75. Each warrant so exercised produces one share of the Company's common stock, trading on the NASDAQ Global Market under the symbol ZN.

Except for the temporary reduction in the warrant exercise prices as herein provided, all of the terms and conditions contained in the applicable Warrant instruments will continue in full force and effect.

A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.