Sec Form 4 Filing - RAYAT HARMEL S @ HEPALIFE TECHNOLOGIES INC - 2008-09-08

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 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person RAYAT HARMEL S 2. Issuer Name and Ticker or Trading Symbol HEPALIFE TECHNOLOGIES INC [ HPLF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SECRETARY/TREASURER (Last) (First) (Middle) 1628 WEST 1ST AVENUE, SUITE 216 3. Date of Earliest Transaction (MM/DD/YY) 09/08/2008 (Street) VANCOUVER, A1V6J 1G1 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/08/2008 D 4,400,000 ( 1 ) D $ 0.32 38,675,274 D COMMON 09/08/2008 D 4,400,000 ( 2 ) D $ 0.32 34,275,274 D COMMON 09/08/2008 D 3,000,000 ( 3 ) D $ 0.32 31,275,274 D COMMON 09/08/2008 D 1,250,000 ( 4 ) D $ 0.32 30,025,274 ( 5 ) D COMMON 3,203,194 I OWNED BY SPOUSE ( 6 ) COMMON 09/08/2008 D 30,025,274 ( 7 ) D $ 0.32 30,025,274 I HELD BY CORPORATION

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RAYAT HARMEL S 1628 WEST 1ST AVENUE SUITE 216 VANCOUVER, A1V6J 1G1 X SECRETARY/TREASURER Signatures HARMEL S. RAYAT 09/09/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )For estate planning purposes, pursuant to an agreement dated September 8, 2008, Mr. Harmel S. Rayat has sold 4,400,000 restricted shares of Companys common stock in exchange for 1,408 nonvoting, redeemable preferred shares valued at $1,000 per share in a private Alberta corporation, wholly owned by Jasbinder Chohan, as the trustee under The TJR Family Trust dated August 28, 2008, for the benefit of Talia Jevan Rayat. Mr. Rayat is not a beneficiary of the trust. ( 2 )For estate planning purposes, pursuant to an agreement dated September 8, 2008, Mr. Harmel S. Rayat has sold 4,400,000 restricted shares of the Companys common stock in exchange for 1408 nonvoting, redeemable preferred shares valued at $1,000 per share in a private Alberta corporation, wholly owned by David Ernest Jenkins, as the trustee under the The KJR Family Trust dated August 28, 2008, for the benefit of Kalen Jai Rayat. Mr. Rayat is not a beneficiary of the trust. ( 3 )Pursuant to an agreement dated September 8, 2008, Mr. Harmel S. Rayat has sold 3,000,000 restricted shares of the Companys common stock in exchange for 960 nonvoting, redeemable preferred shares valued at $1,000 per share in a private Alberta corporation, wholly owned by Amritpal Kaur Tanda, as the trustee under The Heritage Family Trust dated August 28, 2008, for the benefit of Mehar Singh Bhogal. Mr. Rayat is not a beneficiary of the trust. ( 4 )Pursuant to an agreement dated September 8, 2008, Mr. Harmel S. Rayat has sold 1,250,000 restricted shares of the Companys common stock in exchange for 400 nonvoting, redeemable preferred shares valued at $1,000 per share in a private Alberta corporation, wholly owned by Gurmeet Singh Sidhu, as the trustee under The DS Sidhu Family Trust dated August 28, 2008, for the benefit of Dayan Singh Sidhu. Mr. Rayat is not a beneficiary of the trust. ( 5 )The transactions listed above have resulted in a reduction of Mr. Rayats aggregate direct beneficial ownership from 47.1 percent to 32.8 percent of the corporation's issued and outstanding common stock. ( 6 )Mr. Rayat disclaims beneficial ownership of all shares beneficially owned by his wife and other family members. ( 7 )For estate planning purposes, pursuant to an agreement dated September 8, 2008, Mr. Harmel S. Rayat has sold 30,025,274 restricted shares of the Companys common stock in exchange for 9,608.09 non-voting, redeemable preferred shares valued at $1,000 per share in 1420525 Alberta Ltd., a private Alberta corporation wholly owned by Mr. Harmel S. Rayat.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.