Exhibit
      31.2


**CERTIFICATION**





I,
      Bill
      Kessler, Director of Finance of XTL Biopharmaceuticals Ltd. (the “Company”)
      certify that:





1.
      I have
      reviewed this report on Form 20-F of the Company;





2.
      Based
      on my knowledge, this report does not contain any untrue statement of a material
      fact or omit to state a material fact necessary to make the statements made,
      in
      light of the circumstances under which such statements were made, not misleading
      with respect to the period covered by this report;





3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the Company as of, and for,
      the periods presented in this report;





4.
      The
      Company's other certifying officer and I are responsible for establishing and
      maintaining disclosure controls and procedures (as defined in Exchange Act
      Rules
      13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
      defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and
      we
      have:





(a)
      designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the Company, including its consolidated
      subsidiaries, is made known to us by others within those entities, particularly
      during the period in which this report is being prepared;





(b)
      designed such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;





(c)
      evaluated the effectiveness of the Company's disclosure controls and procedures
      and presented in this report our conclusions about the effectiveness of the
      disclosure controls and procedures, as of the end of the period covered by
      this
      report based on such evaluation; and





(d)
      disclosed in this report any change in the Company’s internal control over
      financial reporting that occurred during the period covered by this report
      that
      has materially affected, or is reasonably likely to materially affect, the
      Company’s internal control over financial reporting; and





5.
      The
      Company's other certifying officer and I have disclosed, based on our most
      recent evaluation of internal control over financial reporting, to the Company's
      auditors and the audit committee of the Company's board of directors (or persons
      performing the equivalent functions):





(a)
      all
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the Company's ability to record, process, summarize and report
      financial information; and





(b)
      any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the Company's internal control over financial
      reporting.











/s/
                Bill KesslerBill
                Kessler*Director
                of Finance**Principal
                Finance and Accounting Officer*


Date:
      March 22, 2007