SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

WEISS MICHAEL S

(Last)

(First)

(Middle)

C/O XTL BIOPHARMACEUTICALS LTD

711 EXECUTIVE BLVD., SUITE Q

(Street)

VALLEY COTTAGE,

10989

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/22/2008

3. Issuer Name and Ticker or Trading Symbol
XTL BIOPHARMACEUTICALS LTD [ XTLB ]

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 of 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

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

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

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.

	/s/ Michael S. Weiss	08/26/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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