EXHIBIT
4.1

     

    [Face
of Certificate - ZION OIL & GAS, INC.]

     

    (SEE
REVERSE SIDE FOR LEGEND)

     

    W

     

    WARRANTS

     

    (THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN STANDARD TIME,
________, 2012)

     

    ZION OIL
& GAS, INC.

     

    CUSIP  989696
125

     

    WARRANT

     

    THIS
CERTIFIES THAT, for value received _____________ is the registered holder of a
Warrant or Warrants expiring _______, 2012 (the "Warrant") to purchase one fully
paid and non-assessable share of Common Stock, par value $.01 per share (the
"Shares"), of ZION OIL & GAS, INC., a Delaware corporation (the "Company").
The Warrant entitles the holder thereof to purchase from the Company, commencing
on ________ 1, such number of Shares of the Company at the
price of $4.00 per share, upon surrender of this Warrant Certificate and payment
of the Warrant Price at the office or agency of the Warrant Agent, Registrar and
Transfer Company (such payment to be made by check made payable to the order of
the Company), but only subject to the conditions set forth herein and in the
Warrant Agreement between the Company and the Warrant Agent. In no event shall
the registered holder of this Warrant be entitled to receive a net-cash
settlement or other consideration in lieu of physical settlement in Shares of
the Company. The Warrant Agreement provides that, upon the occurrence of certain
events, the Warrant Price and the number of Warrant Shares purchasable
hereunder, set forth on the face hereof, may, subject to certain conditions, be
adjusted. The term Warrant Price as used in this Warrant Certificate refers to
the price per Share at which Shares may be purchased at the time the Warrant is
exercised.

     

    This
Warrant may expire on the date first above written if it is not exercised prior
to such date by the registered holder pursuant to the terms of the Warrant
Agreement.

     

    No
fraction of a Share will be issued upon any exercise of a Warrant. If, upon
exercise of a Warrant, a holder would be entitled to receive a fractional
interest in a Share, the Company will, upon exercise, round up to the nearest
whole number the number of shares of common stock to be issued to the warrant
holder.

     

    Upon any
exercise of the Warrant for less than the total number of full Shares provided
for herein, there shall be issued to the registered holder hereof or his/her/its
assignee a new Warrant Certificate covering the number of Shares for which the
Warrant has not been exercised.

     

    Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by
the registered holder hereof in person or by attorney duly authorized in
writing, may be exchanged in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another
Warrant Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants.

    


    
      
        

      

    

    1 The
exercise period of this warrant is for two years, with such exercise period
beginning on the closing date of the rights offering until 5:00 p.m., Eastern
Standard time, on the second anniversary date thereof, and, if such expiration
date falls on a day other than a trading day, on the immediately preceding
trading day

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Upon due
presentment for registration of transfer of the Warrant Certificate at the
office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any applicable tax or other governmental
charge.

    


    The
Company and the Warrant Agent may deem and treat the registered holder as the
absolute owner of the Warrants represented by this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone) for the purpose of any exercise hereof, of any distribution to the
registered holder, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary.

     

    
      

    

     

    This
Warrant does not entitle the registered holder to any of the rights of a
stockholder of the Company.

     

    COUNTERSIGNED:

    Registrar
and Transfer Company

     

    WARRANT
AGENT

    BY:

    AUTHORIZED
OFFICER

     

    DATED:

     

    (Signature)

    CHIEF
EXECUTIVE OFFICER

     

    (Seal)

     

    (Signature)

    SECRETARY



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    SUBSCRIPTION
FORM

     

    To Be
Executed by the Registered Holder in Order to Exercise Warrants

     

    The
undersigned Registered Holder irrevocably elects to exercise _________ Warrants
represented by this Warrant Certificate, and to purchase the shares of Common
Stock issuable upon the exercise of such Warrants, and requests that
Certificates for such shares shall be issued in the name of

     

    ___________________________________________________________________________________________________________________

     

    (PLEASE
TYPE OR PRINT NAME AND ADDRESS)

     

    ___________________________________________________________________________________________________________________

     

    ___________________________________________________________________________________________________________________

     

    ___________________________________________________________________________________________________________________

     

    (SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)

     

    and be
delivered
to____________________________________________________________________________________________________

     

    (PLEASE
PRINT OR TYPE NAME AND ADDRESS)

     

    ___________________________________________________________________________________________________________________

     

    and, if
such number of Warrants shall not be all the Warrants evidenced by this Warrant
Certificate, that a new Warrant Certificate for the balance of such Warrants be
registered in the name of, and delivered to, the Registered Holder at the
address stated below:

     

    
      
        
          
            
              
                
                  
                    	
                            Dated:

                          	 
      
	 
      	
                                

                          
	 
      	 
      
	
                            (SIGNATURE)

                          	 
      
	 
      	
                                

                          
	 
      	 
      
	
                            (ADDRESS)

                          	 
      
	 
      	 
          
	 
      	
                              

                          
	 
      	
                              

                          


                  

                

              

            

          

        

      

    

     

    (TAX
IDENTIFICATION NUMBER)


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    THE
SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE NAME
WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
EXCHANGE.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    ASSIGNMENT

     

    To Be
Executed by the Registered Holder in Order to Assign Warrants

     

    For Value
Received,_____________________hereby sell, assign, and transfer
unto

     

    _____________________________________________________

    (PLEASE
TYPE OR PRINT NAME AND ADDRESS)

     

    _____________________________________________________

     

    _____________________________________________________

     

    _____________________________________________________

    (SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)

     

    and be
delivered
to__________________________________________________________________________________

     

    (PLEASE
PRINT OR TYPE NAME AND ADDRESS)


     

     

    
      

    

     

    Of the
Warrants represented by this Warrant Certificate, and hereby irrevocably
constitute and

     

    appoint________________________________Attorney
to transfer this Warrant Certificate on the books of the Company, with full
power of substitution in the premises.

     

    
      
        	
                Dated:

              	 
      
	 
      	
                  
   

              


      

    

     

    (SIGNATURE)

     

    Notice:
The signature to this assignment must correspond with the name as written upon
the face of the certificate in every particular, without alteration or
enlargement or any change whatever.

     

    Signature(s)
Guaranteed:

     

    THE
SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
17Ad-15).