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
                                                                                  
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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 *

EDELMAN JOSEPH 		2. Issuer Name and Ticker or Trading Symbol

XTL BIOPHARMACEUTICALS LTD [ XTLB ] 		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)

PERCEPTIVE ADVISORS LLC, 499 PARK AVENUE, 25TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/18/2008
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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
Ordinary Shares   (1) 11/18/2008     S    24681360   D $0.1409   32876710   I   see footnote   (2)
Ordinary Shares   (1) 11/18/2008     S    2696450   D $0.1528   30180260   I   see footnote   (2)
Ordinary Shares   (1) 11/19/2008     S    9600000   D $0.1528   20580260   I   see footnote   (2)
Ordinary Shares   (1) 11/18/2008     S    29740   D $0.159   3042820   I   see footnote   (3)
Ordinary Shares   (1) 11/18/2008     S    400000   D $0.1614   2642820   I   see footnote   (3)
Ordinary Shares   (1) 11/18/2008     S    1943250   D $0.1409   699570   I   see footnote   (3)
Ordinary Shares   (1) 11/18/2008     S    400000   D $0.1528   299570   I   see footnote   (3)
Ordinary Shares   11/18/2008     S    299570   D $0.1528   0   I   see footnote   (3)

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

Explanation of Responses:
( 1)  This Form 4 is being filed by Perceptive Life Science Master Fund Ltd. (the "Master Fund"), Perceptive Advisors LLC ("Advisors") and Joseph Edelman.
( 2)  This transaction was effected through the Master Fund. Mr. Edelman and Advisors have shared voting and dispositive power over the securities in such account. Mr. Edelman is the managing member of Advisors, which in turn serves as the investment manager of Master Fund. In accordance with Instruction 4(b)(iv) of Form 4, the entire amount of the Issuer's securities held by Master Fund is reported herein. Each of Mr. Edelman and Advisors disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary therein, and this report shall not be deemed an admission that Mr. Edelman or Advisors is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
( 3)  This transaction was effected through an account at First New York Trading, LLC. Mr. Edelman and Advisors have shared voting and dispositive power over securities in such account. Each of Mr. Edelman and Advisors disclaims, for purposes of Sectioin 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admissiion that Mr. Edelman or Advisors is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. As of the date of this filing, no shares in XTLB are being held in such account.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
EDELMAN JOSEPH
PERCEPTIVE ADVISORS LLC
499 PARK AVENUE, 25TH FLOOR
NEW YORK, NY 10022
X

PERCEPTIVE ADVISORS LLC
499 PARK AVENUE, 25TH FLOOR
NEW YORK, NY 10022
X

PERCEPTIVE LIFE SCIENCES MASTER FUND LTD
C/O PERCEPTIVE ADVISORS LLC
499 PARK AVENUE, 25TH FLOOR
NEW YORK, NY 10022
X


Signatures
/s/ JOSEPH EDELMAN 12/3/2008
** 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 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).
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.
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