October
15, 2008
VIA
EDGAR
Securities
and Exchange Commission
Washington,
DC 20549
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Re:
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Zion
Oil & Gas, Inc.
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Post
Effective Amendment No. 1 on Form S-3 filed on October 2, 2008 (“Post
Effective Amendment No. 1”)
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Post
Effective Amendment No. 2 on Form S-3 filed on October 3, 2008. (“Post
Effective Amendment No. 2”)
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SEC
File Number: 333-148982
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Form
A-W Application for Withdrawal
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Ladies
and Gentlemen:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended (the
“Securities Act”), Zion Oil & Gas, Inc., a Delaware corporation (the
“Company”), hereby requests the immediate withdrawal of its Post-Effective
Amendment No. 1 and Post-Effective Amendment No. 2 (collectively, the
“Post-Effective Amendments”) to its Registration Statement on Form S-3 (File No.
333-148982) (the “Registration Statement”) that were filed with the Securities
and Exchange Commission (the “Commission”) on the above referenced
dates.
The
Post-Effective Amendments were filed primarily to extend the minimum raise
date
beyond October 11, 2008, as well as to extend the final termination date.
However, the Company received subscriptions and amounts for more than the
required minimum amount of $3.25 million by the original minimum
raise date of October 11, 2008. Accordingly, the Company believes that
it
would be in the best interest of its stockholders that the Company hold, as
soon
as possible, an initial closing on the amounts in the escrow account and
continue with the current offering on its original terms. Accordingly, the
Company is requesting that the Post Effective Amendments be
withdrawn.
The
Company confirms that no securities have been sold pursuant to the
Post-Effective Amendments.
Please
contact our legal counsel, David Aboudi, should you have further questions
regarding our request for withdrawal. Mr. Aboudi may be reached at
011-972-523-983-707. Thank you for your assistance in this
matter.
Very
truly yours,
ZION
OIL
& GAS, INC.
By:
/s/
Richard Rinberg
Name:
Richard Rinberg