Xtl Biopharmaceuticals Ltd - Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: February 28, 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(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * WEINER BEN-ZION	2. Date of Event Requiring Statement (MM/DD/YYYY) 8/27/2008	3. Issuer Name and Ticker or Trading Symbol XTL BIOPHARMACEUTICALS LTD [XTLB]
(Last)        (First)        (Middle) C/O XTL BIOPHARMACEUTICALS LTD,, 711 EXECUTIVE BLVD., SUITE Q	4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                            _____ 10% Owner _____ Officer (give title below)          _____ Other (specify below)
(Street) VALLEY COTTAGE, NY 10989        (City)              (State)              (Zip)	5. 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 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	2000000   (1)	D
ORDINARY SHARES	50000   (2)	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: 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

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 Dr. Weiner was granted the options). As of the filing date, 666,667 options have vested.
( 2)	On August 27, 2008, Mr. Weiner purchased 50,000 ordinary shares at an average price of NIS 1.546 (equivalent to $0.433USD) per share on the Tel Aviv Stock Exchange.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WEINER BEN-ZION C/O XTL BIOPHARMACEUTICALS LTD, 711 EXECUTIVE BLVD., SUITE Q VALLEY COTTAGE, NY 10989	X

Signatures
/s/ Ben-Zion Weiner		8/29/2008
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.