May 12, 2006

Mr. Eugene A. Soltero
Chief Executive Officer
Zion Oil & Gas, Inc.
6510 Abrams Road, Suite 300
Dallas, Texas 75231

      Re:	Zion Oil & Gas, Inc.
      	Amendment No. 2 to Registration Statement on Form SB-2
      Filed April 25, 2006
      File No. 333-131275

Form 10-KSB for the Fiscal Year Ended December 31, 2004
Filed April 15, 2005, as amended
File No. 333-107042

Dear Mr. Soltero:

      We have reviewed your filings and your response letter dated
April 25, 2006 and have the following comments.  Where indicated,
we
think you should revise your document in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form SB-2, as amended

General

1. Please amend your registration statement to include audited
financial statements through December 31, 2005, in accordance with
Rule 3-12(d) of Regulation S-X.

2. Please remove the labeling of the notes to your financial
statements suggesting that they are "unaudited."

Prospectus Summary, page 2

3. We note the December 31, 2005 unaudited amounts of liabilities
and
stockholders` equity presented in your Summary of Financial Data
table do not agree to your balance sheet on page F-3.  Further,
the
December 31, 2005 amounts of additional paid-in capital and total
stockholders` equity in your table of capitalization on page 20 do
not agree to your balance sheet.  Please ensure that all financial
data you present in your registration statement agrees to your
audited financial statements, where applicable.

Plan of Distribution, page 23

Placement by Zion Officers and Directors, page 23

4. Indicate whether there is any limitation on the amount of
shares
that may be purchased in the offering by affiliates and control
persons of Zion.  Quantify those limitations or, if none, so
indicate.

5. Indicate whether such sales will be on the same terms as those
to
non-affiliated purchasers.

6. Indicate whether affiliates and control persons will purchase
with
a view towards investment.

Certain Relationships and Related Party Transactions, page 43

7. We read your response to prior comment 5 noting you have
engaged a
firm to provide you with a fairness opinion for the shares of
common
stock issued to Mr. Rinberg for future services.  Expand your
disclosures to include the name of the firm providing the fairness
opinion, their conclusions, and any resulting adjustment made to
the
financial statements.

Financial Statements

Note 2 - Inventories, page F-13

8. Expand your disclosures under this heading to discuss the items
that make up your inventory.

Note 7 - Loan Transactions, page F-17

9. We read your response to prior comment 9 noting you have
removed
the reference to Note 9 in your disclosure relating to the three
$100,000 loan agreements.  However, we were unable to locate your
revised disclosures.  Please include the details of the loan
transactions in the notes to your financial statements, as they
relate to your audited 2004 financial information presented on
page
F-3.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Tracie Towner at (202) 551-3744 or, in her
absence, Donald Delaney at (202) 551-3863 if you have questions
regarding comments on the financial statements and related
matters.
Please contact Ronald Winfrey, Petroleum Engineer, at (202) 551-
3704
if you have questions regarding comments on the engineering
matters.
Please contact Jason Wynn at (202) 551-3756 or, in his absence, me
at
(202) 551-3740 with any other questions.  Direct all
correspondence
to the following ZIP code:  20549-7010.

							Sincerely,


							H. Roger Schwall
							Assistant Director

cc:	T. Towner
	D. Delaney
      J. Wynn
      R. Winfrey

      via facsimile
      Alice A. Waters, Esq.
            (972) 938-9091


Mr. Eugene A. Soltero
Zion Oil & Gas, Inc.
May 12, 2006
page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF CORPORATION FINANCE
MAIL STOP 7010