Ownership Submission
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

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ALMOG ITZHAK
   2. Issuer Name and Ticker or Trading Symbol
XFONE INC. [XFN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
7/A MOLEDET ST		 3. Date of Earliest Transaction (Month/Day/Year)
03/16/2010
(Street)

HOD HASHARON, L3 45341		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 03/16/2010   S   7,800 (1) (2) D $ 1.56 2,200 D  
Common Stock 03/16/2010   S   1,200 (1) (2) D $ 1.58 1,000 D  
Common Stock 03/16/2010   S   1,000 (1) (2) D $ 1.59 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(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
Common Stock Options $ 3.5 10/30/2006   A   25,000 (3)   10/30/2007 10/30/2012 Common Stock 25,000 $ 0 25,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ALMOG ITZHAK
7/A MOLEDET ST
HOD HASHARON, L3 45341		   X      

Signatures

 /s/ Itzhak Almog   07/15/2010
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Reporting Person has simultaneously filed a Form 3 with the Securities and Exchange Commission that discloses the purchase, through multiple transactions, of 10,000 shares of the Issuer's common stock (the "Common Stock") on March 5, 2010, at an average purchase price of $1.10 per share (the "Form 3").
(2) Upon learning of the Reporting Person's transactions reported on this Form 4, the Issuer immediately requested that the Reporting Person return the short swing profit of $4,526, recognized within a six (6) month time period of the purchase of the shares, which was earned as a result of the difference between the price of the purchases reflected on the Form 3 and the sales reflected on this Form 4. The Reporting Person immediately complied with the Issuer's request to return all short swing profits.
(3) The 25,000 options to purchase shares of the Issuer's Common Stock were granted under and subject to the Issuer's 2004 Stock Option Plan.

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