F-3/A

As filed with the Securities and Exchange Commission on September 5, 2008

Registration No. 333-153055 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

XTL BIOPHARMACEUTICALS LTD.

(Exact Name of Registrant as Specified in Its Charter)

Israel	98-0487467
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

711 Executive Blvd., Suite Q

Valley Cottage, New York 10989

Tel: (845) 267-0707

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Ron Bentsur

Chief Executive Officer

711 Executive Blvd., Suite Q

Valley Cottage, NY 10989

Tel: (845) 267-0707

Fax: (845) 267-0926

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

The Commission is requested to send copies of all communications to:

Mark F. McElreath, Esq.

Alston & Bird LLP

90 Park Avenue

New York, New York 10016-1387

Telephone: (212) 210-9595

Facsimile: (212) 922-3995

Approximate date of commencement of proposed sale to the public:    From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨ ______

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨ ______

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class Of Securities To Be Registered	Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Ordinary Shares, NIS 0.02 par value per share (1)	$	31,880,000(2	)	$	1,253(3	)

(1) Amount to be registered consists of an aggregate of 8,000,000 American Depositary Receipts to be issued by XTL Biopharmaceuticals Ltd. from time to time in primary offerings of XTL Biopharmaceuticals Ltd.’s ordinary shares, including in satisfaction of payment obligations under future licensing and servicing agreements, calculated using a per ADR price of $3.985, the average of the high and low prices of American Depositary Receipts, representing the Company’s ordinary shares, reported on the Nasdaq Capital Market on August 14, 2008.

(2) The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act.

(3) Previously paid.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Pre-Effective Amendment No. 1 (this "Amendment") to the Registration Statement on Form F-3 (Registration No. 333-153055) (the "Registration Statement") of XTL Biopharmaceuticals Ltd. is being filed solely to include Exhibit 5.1. This Amendment does not modify any other part of the Registration Statement.

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PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 9.EXHIBITS.

Exhibit Number	Description
5.1	Opinion of Kantor & Co. Regarding Legality of Shares
23.1	Consent of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Limited, dated August 14, 2008*
23.2	Consent of Somekh Chaikin, a member firm of KPMG International, dated August 14, 2008*
23.3	Consent of Kantor & Co. (included in Exhibit 5.1)
24.1	Power of Attorney (included on the signature page to this Registration Statement)*

*Previously filed.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Valley Cottage, New York, on September 5, 2008.

XTL Biopharmaceuticals Ltd.
By:	/s/ Ron Bentsur
	Ron Bentsur Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement has been signed by the following persons in the capacities indicated as of September 5, 2008.

Signatures	Title
*  Michael S. Weiss	Chairman of the Board of Directors
/s/ Ron Bentsur Ron Bentsur	Chief Executive Officer
/s/ Bill Kessler Bill Kessler	Director of Finance (principal financial and accounting officer)
* William J. Kennedy, Ph.D	Non-executive Director
* Ben Zion Weiner Ph.D	Non-executive Director
Samuel H. Rudman	Non-executive Director
/s/ Ron Bentsur Ron Bentsur	Authorized U.S. Representative

* By:	/s/ Ron Bentsur
	Ron Bentsur
	Attorney-in-Fact

EXHIBIT INDEX

Exhibit Number	Description
5.1	Opinion of Kantor & Co. Regarding Legality of Shares
23.3	Consent of Kantor & Co. (included in Exhibit 5.1)

EX-5.1

Kantor & Co.

Law Offices

OZ House, 12 Floor

14 Abba Hillel Silver Rd.

Ramat Gan 52506 Israel

Tel: + 972 – 3 - 6133371

Fax:+ 972 – 3 - 6133372

mail@kantor-law.com

September 5, 2008

To:

XTL Biopharmaceuticals Ltd.

711 Executive Blvd., Suite Q

Valley Cottage, NY 10989

Re:Form F-3 Registration Statement; Registration No. 333-153055

Gentlemen:

We have acted as Israeli counsel to XTL Biopharmaceuticals Ltd., a public company limited by shares organized under the laws of the State of Israel (the “Company”), in connection with the above referenced registration statement (the “Registration Statement”) on Form F-3 (File No. 333-153055), filed on August 15, 2008, by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and amended on September 5, 2008, registering 80,000,000 ordinary shares of the Company, nominal value NIS 0.02 each (the “Ordinary Shares”), to be issued from time to time in primary offerings, including in satisfaction of payment obligations under future licensing and servicing agreements. This opinion letter is rendered pursuant to Item 9 of Form F-3 and Item 601(b) of Regulation S-K.

We have examined the Articles of Association of the Company and records of proceedings of the Company’s Board of Directors, or committees thereof, deemed by us to be relevant to this opinion letter and the Registration Statement. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein.

As to certain factual matters relevant to this opinion letter, we have relied conclusively upon originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements, documents and instruments, including certificates or comparable documents of officers of the Company and of public officials, as we have deemed appropriate as a basis for the opinion hereinafter set forth. Except to the extent expressly set forth herein, we have made no independent investigations with regard to matters of fact, and, accordingly, we do not express any opinion as to matters that might have been disclosed by independent verification.

Based upon the foregoing, it is our opinion that when issued by the Board of Directors of the Company, the Ordinary Shares being registered for issuance by the Company in accordance with the Registration Statement will have been duly and validly authorized, legally issued, fully paid and nonassessable.

The opinion set forth herein is limited to the laws of the State of Israel, and we do not express any opinion herein concerning any other laws.

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This opinion letter is provided to the Company for its use solely in connection with the Registration Statement, and may not be used, circulated, quoted or otherwise relied upon by any other person or for any other purpose without our express written consent, except that the Company may file a copy of this opinion letter with the Commission as an exhibit to the Registration Statement. The only opinion rendered by us consists of those matters set forth in the fourth paragraph hereof, and no opinion may be implied or inferred beyond the opinion expressly stated.

We consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” in the Prospectus constituting a part thereof. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Kantor & Co., Law Offices

Kantor & Co., Law Offices

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