- Amended Statement of Ownership (SC 13G/A)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

XFONE, INC.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

98414Y109

(CUSIP Number)

December 31, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[_]  Rule 13d-1(b)

[X]  Rule 13d-1(c)

[_]  Rule 13d-1(d)

__________

*           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 (however, see the Notes).

 

 

 

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CUSIP No.		98414Y109
1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Windcrest Partners Public Investments, LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)  [_]
				(b)  [X]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	2,530,012
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	2,530,012
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,530,012
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.1%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

 

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CUSIP No.		98414Y109
1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Windcrest Partners Public Investments GP, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)  [_]
				(b)  [X]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	2,530,012
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	2,530,012
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,530,012
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.1%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

 

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CUSIP No.		98414Y109
1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Windcrest Partners Investment Management LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)  [_]
				(b)  [X]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	2,530,012
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	2,530,012
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,530,012
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.1%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

 

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CUSIP No.		98414Y109
1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	James H. Gellert
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)  [_]
				(b)  [X]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	2,530,012
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	2,530,012
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,530,012
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)			[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.1%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

 

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Item 1.	(a).	Name of Issuer:
		XFONE, INC.

	(b).	Address of issuer's principal executive offices:
		5307 W. Loop 289 Lubbock, Texas 79414

Item 2.	(a).	Name of person filing:
		Windcrest Partners Public Investments, LP Windcrest Partners Public Investments GP, LLC Windcrest Partners Investment Management LLC James H. Gellert

	(b).	Address or principal business office or, if none, residence:
		The address of the principal business office of each Reporting Person is   750 3 rd Avenue 33rd Floor New York, New York 10017.

	(c).	Citizenship:
		Windcrest Partners Public Investments, LP - Delaware Windcrest Partners Public Investments GP, LLC – Delaware Windcrest Partners Investment Management LLC - Delaware James H. Gellert – United States

	(d).	Title of class of securities:
		Common Stock, $0.001 par value

	(e).	CUSIP No.:
		98414Y109

Item 3.

If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

(a)

[_]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

[_]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

[_]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

[_]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

[_]

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

[_]

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

[_]

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

 

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(h)

[_]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

(i)

[_]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

[_]

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

[_]

Group, in accordance with §240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Not applicable.

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned:   Windcrest Partners Public Investments, LP – 2,530,012 Windcrest Partners Public Investments GP, LLC   – 2,530,012 Windcrest Partners Investment Management LLC – 2,530,012 James H. Gellert – 2,530,012
	(b)	Percent of class:   Windcrest Partners Public Investments, LP – 6.1% Windcrest Partners Public Investments GP, LLC  – 6.1% Windcrest Partners Investment Management LLC – 6.1% James H. Gellert – 6.1%
	(c)	Number of shares as to which the person has:   Windcrest Partners Public Investments, LP
		(i)	Sole power to vote or to direct the vote	0	,
		(ii)	Shared power to vote or to direct the vote	2,530,012	,
		(iii)	Sole power to dispose or to direct the disposition of	0	,
		(iv)	Shared power to dispose or to direct the disposition of	2,530,012	.

		Windcrest Partners Public Investments GP, LLC
		(i)	Sole power to vote or to direct the vote	0	,
		(ii)	Shared power to vote or to direct the vote	2,530,012	,
		(iii)	Sole power to dispose or to direct the disposition of	0	,
		(iv)	Shared power to dispose or to direct the disposition of	2,530,012	.

 

 

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		Windcrest Partners Investment Management LLC
		(i)	Sole power to vote or to direct the vote	0	,
		(ii)	Shared power to vote or to direct the vote	2,530,012	,
		(iii)	Sole power to dispose or to direct the disposition of	0	,
		(iv)	Shared power to dispose or to direct the disposition of	2,530,012	.

		James H. Gellert
		(i)	Sole power to vote or to direct the vote	0	,
		(ii)	Shared power to vote or to direct the vote	2,530,012	,
		(iii)	Sole power to dispose or to direct the disposition of	0	,
		(iv)	Shared power to dispose or to direct the disposition of	2,530,012	.

	Instruction:  For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
Item 5.	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [_].
	Instruction:  Dissolution of a group requires a response to this item.
	Not applicable

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

Not applicable.

 

 

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Item 8.

Identification and Classification of Members of the Group.

	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
	Not applicable.

Item 9.

Notice of Dissolution of Group.

	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
	Not applicable.

 

Item 10.

Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

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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.

 

	January 30, 2012
	(Date)

	Windcrest Partners Public Investments, LP By: Windcrest Partners Public Investments GP, LLC, its general partner
	By:	/s/ James H. Gellert
		Name:           James H. Gellert
		Title:           Managing Member

	Windcrest Partners Public Investments GP, LLC
	By:	/s/ James H. Gellert
		Name:  James H. Gellert
		Title:    Managing Member

	Windcrest Partners Investment Management LLC
	By:	/s/ James H. Gellert
		Name:   James H. Gellert
		Title:     Managing Member
	By:	/s/ James H. Gellert
		James H. Gellert

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

 

Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

 

 

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Exhibit A

AGREEMENT

The undersigned agree that this Amendment 2 of Schedule 13G dated January 30, 2012 relating to the Common Stock, $0.001 par value of XFONE, INC. shall be filed on behalf of the undersigned.

 

	Windcrest Partners Public Investments, LP By: Windcrest Partners Public Investments GP, LLC, its general partner
	By:	/s/ James H. Gellert
		Name:           James H. Gellert
		Title:           Managing Member

	Windcrest Partners Public Investments GP, LLC
	By:	/s/ James H. Gellert
		Name:  James H. Gellert
		Title:    Managing Member

	Windcrest Partners Investment Management LLC
	By:	/s/ James H. Gellert
		Name:   James H. Gellert
		Title:     Managing Member
	By:	/s/ James H. Gellert
		James H. Gellert

 

 

SK 26378 0001 1258746