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* ALMOG ITZHAK (Last) (First) (Middle) 7/A MOLEDET ST (Street) HOD HASHARON L3 45341 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/05/2010	3. Issuer Name and Ticker or Trading Symbol XFONE INC. [ XFN ]
		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)
Common Stock	10,000(1)	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Options	10/30/2007	10/30/2012	Common Stock	25,000(2)	$3.5	D

Explanation of Responses:

1. On March 5, 2010, Mr. Almog purchased an aggregate of 10,000 shares of the Issuer's common stock in three separate transactions, which included (a) 1,170 shares at a purchase price of $1.10 per share, (b) 1,600 shares at a purchase price of $1.09 per share, and (c) 7,230 shares at a purchase price of $1.12 per share.

2. The 25,000 options to purchase shares of the Issuer's common stock were granted under and subject to the Issuer's 2004 Stock Option Plan.

	/s/ Itzhak Almog	07/15/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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