B Communication — Regulatory Filings 2011

Oct 5, 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 October 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 the publication of the report of the committee appointed by the Ministers of Communications and Finance to review and revise Bezeq's tariffs and to set wholesale service tariffs for fixed-line communications, dated October 5, 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: October 5, 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 the publication of the report of the committee appointed by the Ministers of Communications and Finance to review and revise Bezeq's tariffs and to set wholesale service tariffs for fixed-line communications, dated October 5, 2011.

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EXHIBIT 99.1

October 5, 2011

Immediate Report

To: The Tel Aviv Stock Exchange The Israeli Securities Authority

On October 4, 2011 in the afternoon, the report of the committee appointed by the Ministers of Communications and Finance to review and revise Bezeq's tariffs and to set wholesale service tariffs for fixed-line communications ("the Committee") was published.

The Committee report includes, inter alia, recommendations on the following subjects:

• Development of a wholesale market and a requirement for the holders of general fixed-line operator licenses to provide service and allow use of their infrastructures to enable other communications license-holders to provide services for end users;

• Arrangement of wholesale service prices;

• Cancellation of the structural separation obligation in the field of fixed-line communications and other fields in the telecommunications sector, with the exception of multi-channel television, which will be cancelled after television broadcasts are possible to operate over the Internet infrastructure;

• Transition to control of the Company's retail prices by a maximum price method (rather than a fixed tariff).

• The Committee sees the importance of promoting the activities of the communications company that will operate on the infrastructure of the Israel Electric Corporation.

The Company is studying the Committee's report, and at this stage is unable to estimate the effect of the report on its business results, due to, inter alia, its dependence on the manner of its adoption and implementation.

The above information constitutes a translation of the Immediate Report published by the Company. The Hebrew version was submitted by the Company to the relevant authorities pursuant to Israeli law, and represents the binding version and the only one having legal effect. This translation was prepared for convenience purposes only.

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