Item 8.01 Other Events.

On June 28, 2009, the Board of Directors of Xfone, Inc. (the "Company") approved amendments to the charter of the Audit Committee of the Board (the "Committee") to replace references to the "American Stock Exchange" with "NYSE Amex LLC," the name by which the stock exchange is currently known, to revise applicable provisions relating to meetings and acts of the Committee to be consistent with the Company's Bylaws (which were amended on January 15, 2009), to update the charter to comply with rules and regulations applicable to the Company that have changed since the charter was last reviewed, and to make certain technical, clarifying and non-substantive changes. A copy of the Committee's charter as amended is attached hereto as Exhibit 99.1, and is available on the Company's website, at www.xfone.com.

Item 9.01 Financial Statements and Exhibits

(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.

Exhibit No. Description
99.1 Charter of the Audit Committee of the Board of Directors of Xfone, Inc., amended as of June 28, 2009

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