Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WEISS MICHAEL S
   2. Issuer Name and Ticker or Trading Symbol
XTL BIOPHARMACEUTICALS LTD [XTLB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O XTL BIOPHARMACEUTICALS LTD, 711 EXECUTIVE BLVD., SUITE Q		 3. Date of Earliest Transaction (Month/Day/Year)
12/30/2007
(Street)

VALLEY COTTAGE, NY 10989		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
OPTIONS TO PURCHASE ORDINARY SHARES $ 0.198 10/10/2008 10/10/2008 A V 3,500,000 (1)   10/10/2008 10/10/2018 ORDINARY SHARES 3,500,000 $ 0.198 3,500,000 D  
OPTIONS TO PURCHASE ORDINARY SHARES $ 0.36 12/30/2007 12/30/2007 G(2) V   3,083,333   (3) 08/01/2010 ORDINARY SHARES 3,083,333 $ 0.36 9,666,667 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WEISS MICHAEL S
C/O XTL BIOPHARMACEUTICALS LTD
711 EXECUTIVE BLVD., SUITE Q
VALLEY COTTAGE, NY 10989		   X      

Signatures

 /s/ Michael S. Weiss   11/03/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 2,916,668 options vested on 10/10/2008. An additional 97,222 options vest monthly for a total of 583,332 additional vested options.
(2) On December 30, 2007, Mr. Weiss trasnfered 3,083,333 options previously reported on a Form 3 on August 26, 2008, to Three Jems I, LLC, a limited liability company over which Mr. Weiss exercises neither voting nor investment control. Mr. Weiss hereby disclaims beneficial ownership of the 3,083,333 options transfered to Three Jems I, LLC.
(3) All of the options have vested and are exercisable.

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