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Mail Stop 6010

							June 8, 2005

Jonathan Burgin
Chief Financial Officer
XTL Biopharmaceuticals Ltd.
Kiryat Weizman Science Park
3 Hasapir Street, Building 3, P.O. Box 370
Rehovot 76100, Israel

Re:	XTL Biopharmaceuticals Ltd.
	Form 20-FR12G filed on May 12, 2005
	File No. 0-51310

Dear Mr. Burgin:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 20-FR12G

General

1. We note from your exhibit index that you intend to seek
confidential treatment for certain exhibits.  In that regard,
please
be advised that comments related to your request for confidential
treatment will be delivered under separate cover.  We will not be
in
a position to consider clearance of this registration statement
until
we resolve all issues concerning the confidential treatment
request.

Forward-Looking Information, page 1

2. It appears that much of this discussion is already included in
the
Risk Factor section of your document.  In that regard, please
revise
to limit the discussion to a warning concerning forward-looking
information.

3. We note your statement that you are claiming the "protection of
the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995." Please note
that a
company that is not subject to the reporting requirements of
Section
13(a) or 15(d) of the Securities Exchange Act of 1934 at the time
a
forward-looking statement is made cannot avail itself of the
protections of Section 27A of the Securities Act of 1933 or
Section
21E of the Securities Exchange Act of 1934.  Therefore, please
delete
your statement.

Risks Related to Our Business, page 4
4. We note the language contained in your auditor`s report that
"continuation of the Company`s current operations after utilizing
its
current cash reserves during 2006 is dependent upon the generation
of
additional financial resources, either through agreements for the
commercialization of its product portfolio or through external
financing."  It is unclear if the auditors have expressed a going
concern opinion about your business.  If the auditors have
expressed
a going concern opinion, please consider adding a separate risk
factor discussing the risks and consequences stemming from the
going
concern opinion.  In addition, please add disclosure in the risk
factor entitled "If we are unable to obtain additional funds on
terms
favorable . . . ." on page 9 to describe the effects your going
concern may have on your ability to raise additional funds.

"We have a limited operating history and have incurred substantial
operating losses . . . .," page 4

5. Please relocate the last full paragraph of this risk factor to
a
new risk factor discussing the fact that you have no products
available for commercial sale, have never had any revenues from
commercial sales and have relied on equity and debt financings to
support your operations.

"If third parties on which we rely for clinical trials do not
perform
as contractually . . . .," page 5

6. Please identify the independent clinical investigators and
other
third party service providers you refer to in this risk factor, if
you materially rely on such individuals or entities.  In addition,
please describe the terms of any agreements you have with these
third
parties in the section entitled "Information About the Company,"
and
file any agreements you have with them as exhibits.  In the
alternative, please provide us with a detailed analysis explaining
why any agreements you have with such third parties are not
material
to you.

"If the clinical data related to our drug candidates do not track
positive preclinical . . . .," page 5

7. Please clarify what you mean by "relatively early stage of
development."  Please also identify the certain of your drug
candidates in that stage.  Please also identify the drugs that
have
not been tested in humans.

"If our drug candidates do not receive the necessary regulatory
approvals, we will . . . .," page 5

8. Please revise this risk factor heading to reflect that you have
limited experience in conducting and managing clinical trials
necessary to obtain regulatory approval.

9. Please also revise to indicate if you have any products
candidates
for approval before any agency, including any foreign agencies.
If
so, please revise to identify the agency, the product and the
specific approval you are seeking.

"Because we license in some of our proprietary technologies from
third-parties, . . . ," page 6

10. Please identify the drug candidates and technologies that you
refer to in this risk factor. Please also disclose the expiration
date of the patent rights.

11. Please indicate who has the obligation to protect and bear the
cost of defending the licensed patent rights.  In addition, in
your
section entitled, "Intellectual Property and Patents," you should
provide a detailed discussion that provides the material rights of
you and the other party and the obligations and conditions
necessary
for you to maintain your license and corresponding use of the
patent(s).

12. If you are aware of any potential issues related to your
infringement or violation of another party`s patent, please revise
to
describe the situation.

13. You also indicate that "under the terms of certain of our
license
agreements, we are required to obtain approval from such third
parties in order to grant sublicenses to collaborative partners to
develop or commercialize its products or products derived from its
technologies."  Please identify the certain license agreements you
are referring to in this risk factor.

"If the third parties upon whom we rely to manufacture our
products
do not . . . .," page 7

14. Please revise to identify all manufacturers you currently
substantially rely on to produce materials for your preclinical
and
clinical testing purposes.  Additionally, revise your "Information
About the Company" section to disclose the material terms of these
agreements, and file the agreements as exhibits.  If you have
determined that you are not substantially dependent on them,
provide
us with an analysis supporting this determination.

15. Please also indicate whether these parties currently meet your
manufacturing requirements for your pre-clinical and clinical
trials.

"If our competitors develop and market products that are less
expensive, more . . . .," page 8

16. We note your statement that "[o]ther companies have products
or
drug candidates in various stages of pre-clinical or clinical
development to treat diseases for which we are also seeking to
discover and develop drug candidates."  Please identify these
competitors.

"If we lose our key personnel or are unable to attract and retain
additional . . . .," page 8

17. Please identify the key officers and management employees that
you refer to in this risk factor.  In addition, please indicate if
you maintain any employment agreements with such individuals.  If
so,
please disclose the material provisions of the employment
agreements
in the Directors, Senior Management and Employees section of your
prospectus and file the agreements as exhibits to your
registration
statement.

18. Please also revise to disclose whether or not you currently
have
any key man life insurance.

19. To the extent that you have experienced difficulties
attracting
and retaining key personnel, please revise to discuss these
difficulties.  Also, disclose whether any key personnel have plans
to
retire or leave your company in the near future.

"If we are unable to obtain additional funds on terms as favorable
to
us, or at all . . . .," page 9
20. You state that you anticipate needing additional funds.
Please
disclose how much additional funding you anticipate needing and
when
you intend to raise it. Please also include in your discussion,
the
average amount of cash you are using on a monthly basis or expect
to
use on a monthly basis in connection with your research
development
efforts for the next 12-18 months.

"Our current restructuring plan may not achieve the results we
intend
and may . . . .," page 10

21. We note that at March 31, 2005 you had 45 full time employees.
Please indicate the number of full time employees you currently
have
as a result of your workforce reduction. Do you anticipate on
making
additional workforce reductions in the next 12 months?

22. Please also revise this risk factor to discuss that as part of
the restructuring plan, you intend to defer all research and
development activities not supporting the lead clinical programs
until proof of concept has been achieved in at least one of the
two
lead programs.  We note you have provided for this disclosure on
page
53.

"If we are unable to adequately protect our intellectual property
. .
., page 10

23. Since you have licensing rights in China for at least one
intellectual property (see page 59 regarding your co-licensing
rights
in China for "Ab65"), disclose that some of the countries, such as
China, in which you intend to do business do not protect a
company`s
intellectual property to the same extent as the United States or
Israel.

"If we are unable to adequately protect our intellectual property,
third parties may . . . .,"page 10

24. Please describe any current or pending patents.  In your
description, please disclose the expiration dates of your key
patents
and the importance of each of the patents to your business.
Please
provide similar disclosure in the section entitled "Intellectual
Property and Patents" on page 18.

25. Please disclose whether you have the obligation to protect and
bear the cost of defending the patent rights you license from
other
companies and institutions.

"Holders of our ordinary shares who are United States residents
may
be . . . .," page 13

26. Disclose whether you believe that you currently are or have
been
a PFIC during the periods examined (fiscal years 2002, 2003 and
2004).

"Our results of operations may be negatively affected by the
obligation of . . . .," page 14

27. Disclose that under Israeli law male Israeli citizens are
subject
to compulsory military service until middle age.

"Our results of operations may be adversely affected by inflation
and
foreign . . . .," page 15

28. Please quantify the percentage of your expenses incurred in
New
Israeli Shekels, if such amount is material.

"We may not continue to be entitled to certain tax benefits from
the
Israeli government," page 15

29. Please explain what it means to be an "approved enterprise"
under
Israeli laws and regulations.  Briefly also explain what it
requires
for you to receive "approved enterprise" status.  Please also
expand
your discussion to discuss what certain reporting requirements you
must meet in order to maintain the approved enterprise status.

"It may be difficult to enforce a U.S. judgment against us, our
officers or our . . . .," page 15

30. Please expand this risk factor to discuss in more detail the
following:

* the extent to which a U.S. investor can bring original actions
in
Israeli courts against the company based on U.S. federal
securities
laws law; and

* the extent to which an investor could enforce in a Israeli court
U.S. court judgments based on the civil liability provisions of
the
U.S. federal securities laws against the Company or any of the
above
foreign persons.

In addition, if there is uncertainty regarding a particular
matter,
clearly identify those matters and state the reason(s) for the
uncertainty.

Item 4.  Information on the Company, page 16

31. We note your disclosure of the results of your preclinical and
clinical trials throughout this section.  Please revise your
discussions to include appropriate caveats indicating that the
results do not provide enough evidence regarding efficacy or
safety
to support an application with the FDA, that additional tests will
be
conducted and that subsequent results often do not corroborate
earlier results.

HepeX-B (Product for the Prevention of Re-Infection of Hepatitis
B)

32. We note your disclosure that in "previous clinical studies,
HepeX-B maintained serum antibody levels similar to HB1g, using
significantly less protein, thus enabling the development of low-
volume `patient-friendly` formula."  Please indicate who conducted
the "previous clinical studies."  Please also describe what the
clinical studies entailed, including the number of patients who
participated in the study, the duration of the study and any
relevant
statistical data.

XTL-6865 and XTL-2125 (Products for Prevention of Re-Infection and
Treatment
for Hepatitis C), page 18

33. Please provide us with third party documentation supporting
the
statistical and related information you make in the subsection
entitled "Preventing Re-infection following Liver Transplant" and
"Treating Chronic HCB." These reports should be marked to indicate
the supporting information.  In addition, please cite the third
party
support in your document.   If you are unable to provide us with
the
above requested third party support, please delete these
statements.

34. Please provide us with the basis for your statement that you
estimate "that a successful therapy for preventing re-infection
with
HCV following liver transplantation could reach annual worldwide
sales of approximately $400 million."
XTL-6865, page 19

35. Whenever you discuss the results of Phase II or III trials,
you
should define the groups you tested, provide measurements for the
control group as compared to the group actually receiving the
medication, and disclose what statistical analysis was performed
and
the degree of statistical significance found as measured by the p-
values obtained.  Please also explain what the P value measures in
your document.

XTL-6865 License, page 23

36. Please expand your description of the agreements you have with
DRK-Blutspendedienst Baden-Wurttemberg, Stanford University and
Applied Immunogenetics LLC, to include the following information,
to
the extent applicable:

* All material rights and obligations of the parties to the
agreement;
* Payments received/made to date;
* Additional aggregate potential payments;
* Any revenue sharing arrangements; and
* Expiration date and termination provisions.

Please note that aggregate licensing and aggregate milestone
payments
should be disclosed and quantified.
XTL-2125 License, page 24

37. We note your brief discussion concerning your agreement with
B&C
Biopharm Co., Ltd.  It does not appear you have filed this
agreement
as an exhibit, please do so in your next amendment.  In addition,
please expand your discussion to provide the conditions or
requirements that you must maintain in order to maintain the
license,
the expiration date and termination provisions and the aggregate
licensing and aggregate milestone payments you may pay under the
agreement. If you do not believe such agreement is material to
you,
please provide us with a detailed analysis explaining the reasons.

Research and Development, Patents and Licenses, page 41

38. We note that you have three products that are currently under
development.  Plea