B Communication — Regulatory Filings 2011

Nov 9, 2011

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

F O R M 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2011

B COMMUNICATIONS LTD.

(Name of Registrant)

2 Dov Friedman Street, Ramat Gan 52503, Israel

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  Form 40-F 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  No 

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________

This Form 6-K is being incorporated by reference into the Registrant’s Form S-8 Registration Statement File No. 333-150173.

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B COMMUNICATIONS LTD.

The following exhibit is attached:

99.1 Form of Immediate Report of Bezeq - The Israel Telecommunication Corp. Ltd. (“Bezeq”), a controlled subsidiary of the Registrant, filed with the Israel Securities Authority and the Tel Aviv Stock Exchange, with respect to Bezeq’s subsidiary, Pelephone Communications Ltd., entering into an agreement with Mirs Communications Ltd., dated November 8, 2011.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

B COMMUNICATIONS LTD. (Registrant)

By /s/Doron Turgeman Doron Turgeman Chief Executive Officer

Date: November 9, 2011

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EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

99.1

Form of Immediate Report of Bezeq - The Israel Telecommunication Corp. Ltd. (“Bezeq”), a controlled subsidiary of the Registrant, filed with the Israel Securities Authority and the Tel Aviv Stock Exchange, with respect to Bezeq’s subsidiary, Pelephone Communications Ltd., entering into an agreement with Mirs Communications Ltd., dated November 8, 2011.

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EXHIBIT 99.1

– – Immediate Report Pelephone Mirs Agreement

Further to the immediate report dated September 22, 2011 filed by Bezeq - The Israel Telecommunication Corp., Ltd. (the “Company”) with respect to the memorandum of understanding signed between its subsidiary, Pelephone Communications Ltd. ("Pelephone") and Mirs Communications Ltd. ("Mirs"), the Company announced that on November 8, 2011, the full agreement was signed by the parties.

According to the agreement, Mirs will purchase exclusively from Pelephone domestic roaming services utilizing Pelephone’s HSPA/UMTS network, for Mirs subscribers, and the parties will cooperate on the sites. The agreement will be in effect until December 31, 2014 and is subject to the approval of the Antitrust Commissioner, to the extent required, and the approval of the parties' authorized organs.

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