- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * BURLINGAME ASSET MANAGEMENT, LLC	2. Issuer Name and Ticker or Trading Symbol XFONE INC. [ XFN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      __ X __ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) 1 MARKET STREET, SPEAR STREET TOWER, SUITE 3750	3. Date of Earliest Transaction (MM/DD/YYYY) 10/26/2011
(Street) SAN FRANCISCO, CA 94105 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/26/2011		X		2988993	A	$0.30	5977986	D   (1) (3) (4) (5)
Common Stock	10/26/2011		X		271725	A	$0.30	543450	D   (2) (3) (4) (5)
Common Stock	10/26/2011		X		1286668	A	$0.30	7264654	D   (1) (3) (4) (5)
Common Stock	10/26/2011		X		113332	A	$0.30	656782	D   (2) (3) (4) (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Subscription Rights (right to buy)	$0.30	10/26/2011		X		2988993		9/22/2011	10/26/2011	Common Stock	2988993	$ 0	0	D   (1)
Subscription Rights (right to buy)	$0.30	10/26/2011		X		271725		9/22/2011	10/26/2011	Common Stock	271725	$ 0	0	D   (2)
Subscription Rights (right to buy)	$0.30	10/26/2011		X		1286668		9/22/2011	10/26/2011	Common Stock	1286668	$ 0	0	D   (1)
Subscription Rights (right to buy)	$0.30	10/26/2011		X		113332		9/22/2011	10/26/2011	Common Stock	113332	$ 0	0	D   (2)

Explanation of Responses:
( 1)	Represents shares of common stock owned directly by Burlingame Equity Investors Master Fund (the "Master Fund"), a Cayman Islands exempted limited partnership.
( 2)	Represents shares of common stock owned directly by Burlingame Equity Investors II, LP (the "Onshore Fund II"), a Delaware limited partnership.
( 3)	Burlingame Asset Management, LLC ("BAM"), a Delaware limited liability company, is the general partner of each of the Master Fund and Onshore Fund II. BAM, in its capacity as general partner of the Master Fund and Onshore Fund II (together, the "Funds"), may be deemed to indirectly beneficially own the shares of common stock owned by the Funds. Blair E. Sanford, as the controlling person of BAM, may be deemed to indirectly beneficially own the shares of common stock owned by BAM. Each of BAM, the Master Fund, Onshore Fund II and Mr. Sanford herein states that the filing of this Form 4 and the statements made herein shall not be deemed an admission that he or it is the beneficial owner of any of the securities covered by this Form, except to the extent of his or its pecuniary interest therein.
( 4)	On January 1, 2011, each of Burlingame Equity Investors LP and Burlingame Equity Investors (Offshore) Ltd. contributed all or substantially all of its assets into the Master Fund.
( 5)	Additionally, the Master Fund holds 366,835 warrants issued by the issuer, and the Onshore Fund II holds 33,165 warrants issued by the issuer. All other warrants expired or were canceled for no value.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BURLINGAME ASSET MANAGEMENT, LLC 1 MARKET STREET, SPEAR STREET TOWER SUITE 3750 SAN FRANCISCO, CA 94105		X

Signatures
Blair E. Sanford, Managing Member for Burlingame Asset Management, LLC		11/2/2011
** 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 4(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).
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