XFONE, INC. - FORM SC 13D/A RICHARD L. SCOTT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)

Xfone, Inc.

(Name of Issuer)

Common Stock, $.001 par value per share
(Title of Class of Securities)

98414Y109
(CUSIP Number)

David W. Stempel, Esq.
Boult Cummings Conners & Berry, PLC
1600 Division Street, Suite 700
Nashville, Tennessee 37203
(615) 252-4632
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 2, 2008
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.


CUSIP No.		98414Y109	SCHEDULE 13D


1	NAMES OF REPORTING PERSONS: Richard L. Scott IRS Identification Nos. of above persons (entities only):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP N/A
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS:

	PF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		7	SOLE VOTING POWER:

NUMBER OF			3,281,300

SHARES		8	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			-0-

EACH		9	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			3,281,300

		10	SHARED DISPOSITIVE POWER:

			-0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	3,281,300

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	17.1%

14	TYPE OF REPORTING PERSON:

	IN

This Amendment No. 2 amends the Schedule 13D filed by Richard L. Scott (the “Reporting Person”) on February 27, 2008 (the “Schedule 13D”), as amended on July 28, 2008, with respect to shares of the Common Stock, $.001 par value (the “Common Stock”) of Xfone, Inc., a Nevada corporation (the “Issuer”). Capitalized terms used but not defined herein shall have the respective meaning ascribed to them in the Schedule 13D.

The following Items are hereby amended and restated in their entirety to read as follows:

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Person has used personal funds of approximately $4,960,000 to acquire 1,600,000 shares of Common Stock and a warrant to purchase 800,000 shares of Common stock at a price of $3.10 per share in private transactions (the “Warrant”). The Common Stock was purchased by a limited liability company controlled by the Reporting Person.

The Reporting Person has used personal funds of approximately $2,551,815 to acquire 881,300 shares of Common Stock in open market transactions. The Common Stock was purchased by a limited liability company controlled by the Reporting Person.

Item 5. Interest in Securities of the Issuer

The 2,481,300 shares of the Common Stock (together with the Warrant to purchase an additional 800,000 shares of Common Stock) owned by the Reporting Person constitute 17.1% of the outstanding Common Stock of the Issuer, based on the outstanding shares of Issuer Common Stock set forth on the Issuers most recent Form 10Q.

The Reporting Person has sole voting and dispositive power with respect to the Common Stock.

The Reporting Person purchased the following shares of the Common Stock of the Issuer in open market transactions during the past 60 days:


Purchase Date		No. of Shares		Price Per Share
	7/10/2008		3,872	$	2.9271
	7/11/2008		5,000	$	2.9000
	7/15/2008		9,690	$	2.8985
	7/16/2008		10,900	$	2.8817
	7/17/2008		2,400	$	2.8700
	7/22/2008		11,600	$	2.9384
	7/23/2008		6,583	$	2.9075
	7/24/2008		6,410	$	2.9110
	7/25/2008		9,752	$	2.9038
	7/28/2008		4,852	$	2.8500


Purchase Date		No. of Shares		Price Per Share
	8/18/2008		16,305	$	2.6752
	8/19/2008		20,148	$	2.6893
	8/20/2008		118,500	$	2.6968
	8/21/2008		500	$	2.6500
	8/22/2008		4,330	$	2.7299
	8/25/2008		2,000	$	2.7000
	8/26/2008		3,000	$	2.7000
	8/27/2008		7,400	$	2.7000
	8/28/2008		3,500	$	2.7000
	9/2/2008		45,736	$	2.6984
	9/3/2008		27,100	$	2.8000
	9/4/2008		22,700	$	2.8000
	9/5/2008		10,081	$	2.8000

The Common Stock was purchased by XFN RLSI Investments, LLC, a member managed limited liability company of which Reporting Person is the controlling member.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



DATED: September 8, 2008	/s/ Richard L. Scott
	Richard L. Scott