Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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. Date of Event Requiring Statement (Month/Day/Year)
08/22/2008		 3. Issuer Name and Ticker or Trading Symbol
XTL BIOPHARMACEUTICALS LTD [XTLB]
(Last)
(First)
(Middle)
C/O XTL BIOPHARMACEUTICALS LTD, 711 EXECUTIVE BLVD., SUITE Q		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

VALLEY COTTAGE,, NY 10989		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
OPTIONS TO PURCHASE ORDINARY SHARES 9,250,000 (1)
D
 
AMERICAN DEPOSITORY RECEIPTS REPRESENTING 10 ORDINARY SHARES 25,000 (2)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

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 08/26/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Options to purchase ordinary shares which vest upon achievement of certain market capitalization based milestones (1/3 upon the achievement of $150 million market capitalization, 1/3 upon the achievement of $250 million market capitalization, and 1/3 upon the achievement of $350 million market capitalization, in each case as set out in the option agreement under which Mr. Weiss was granted the options). As of the filing date, 3,083,333 options have vested.
(2) On August 22, 2008, Mr. Weiss purchased 5,000 ADRs at a price of $3.9797 and an additional 5,000 ADRs at a price of $3.98. On August 26, 2008, Mr. Weiss purchased 2,270 ADRs at a price of $4.43, 130 ADRs at $4.41, 100 ADRs at $4.39, 5,000 ADRs at $4.40, 2,500 ADRs at $4.3932 and 5,000 ADRs at $4.4296.

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