Zila Inc - Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* BETHUNE DAVID R	2. Issuer Name and Ticker or Trading Symbol ZILA INC [ ZILA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Interim CEO
(Last) (First) (Middle) 5227 N. 7TH STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 6/18/2008
(Street) PHOENIX, AZ 85014 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	6/18/2008		A		300000 ⁽¹⁾	A	$0	453590	D
Common Stock	6/18/2008		F		49209 ⁽²⁾	D	$0.39	404381	D
Common Stock	6/18/2008		P		100	A	$0.3551	404481	D
Common Stock	6/18/2008		P		100	A	$0.3592	404581	D
Common Stock	6/18/2008		P		5400	A	$0.36	409981	D
Common Stock	6/18/2008		P		400	A	$0.365	410381	D
Common Stock	6/18/2008		P		400	A	$0.3692	410781	D
Common Stock	6/18/2008		P		100	A	$0.3699	410881	D
Common Stock	6/18/2008		P		300	A	$0.3699	411181	D
Common Stock	6/18/2008		P		3000	A	$0.37	414181	D
Common Stock	6/18/2008		P		200	A	$0.3725	414381	D
Common Stock	6/18/2008		P		300	A	$0.3799	414681	D
Common Stock	6/18/2008		P		6200	A	$0.38	420881	D
Common Stock	6/18/2008		P		300	A	$0.3867	421181	D
Common Stock	6/18/2008		P		6200	A	$0.39	427381	D
Common Stock	6/18/2008		P		2000	A	$0.4	429381	D
Common Stock	6/19/2008		P		100	A	$0.3692	429481	D
Common Stock	6/19/2008		P		9800	A	$0.37	439281	D
Common Stock	6/19/2008		P		400	A	$0.3718	439681	D
Common Stock	6/19/2008		P		600	A	$0.3783	440281	D
Common Stock	6/19/2008		P		800	A	$0.379	441081	D
Common Stock	6/19/2008		P		1100	A	$0.3792	442181	D
Common Stock	6/19/2008		P		8000	A	$0.38	450181	D
Common Stock	6/19/2008		P		400	A	$0.385	450581	D
Common Stock	6/19/2008		P		600	A	$0.386	451181	D
Common Stock	6/19/2008		P		300	A	$0.3869	451481	D
Common Stock	6/19/2008		P		300	A	$0.388	451781	D
Common Stock	6/19/2008		P		1000	A	$0.39	452781	D
Common Stock	6/19/2008		P		1600	A	$0.4	454381	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
( 1)	This is a grant of restricted stock. The restrictions on 158,333 shares lapse immediately, the remaining restrictions lapse in 17 increments on the last day of each month beginning 6/30/2008 and ending 10/31/2009.
( 2)	Represents shares withheld in order to pay withholding taxes on restricted stock award of 158,333 shares.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BETHUNE DAVID R 5227 N. 7TH STREET PHOENIX, AZ 85014	X		Interim CEO

Signatures
By: Diane E. Klein For: David R. Bethune		6/20/2008
^** Signature of Reporting Person		Date

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).
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