FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 *   Coleman John C 2. Date of Event Requiring Statement (Month/Day/Year) 07/18/2013 3. Issuer Name and Ticker or Trading Symbol xG TECHNOLOGY, INC. [XGTI] (Last) (First) (Middle) 240 S PINEAPPLE AVE, STE 701 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO 5. If Amendment, Date Original Filed(Month/Day/Year) 07/29/2013 (Street) SARASOTA, FL 34236 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 11,005 I By spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options	  (1)	03/08/2020	Common Stock	1,428	$ 8.75	D	Â
Options	  (2)	04/14/2021	Common Stock	28,571	$ 8.75	D	Â
Options	  (3)	06/16/2020	Common Stock	14,285	$ 7	D	Â
Warrants	04/29/2013	04/29/2018	Common Stock	143	$ 0.35	I	By spouse
Warrants	07/18/2013	07/18/2018	Common Stock	5,503	$ 6.87	I	By spouse

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Coleman John C 240 S PINEAPPLE AVE, STE 701 SARASOTA, FL 34236	  X	Â	  CEO	Â

Signatures

/s/ John C. Coleman		11/19/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 issue date of the Options pursuant to a 2009 Options Plan is March 8, 2010. The Options have three (3) vesting periods, with the first being March 8, 2011 and the last being March 8, 2013.
(2)	The issue date of the Options pursuant to a 2009 Options Plan is March 8, 2010. The Options have three (3) vesting periods, with the first being March 8, 2011 and the last being March 8, 2013.
(3)	The issue date of the Options pursuant to a 2009 Options Plan is June 16, 2010. The Options have three (3) vesting periods, with the first being June 16, 2011 and the last being June 16, 2013.
  Remarks: This amendment is being filed to correct the number of securities beneficially owned by the reporting person at the time of filing. The original Form 3 did not list shares and warrants indirectly held through the wife of the reporting person.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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