B Communication — Legal Proceedings Report 2011

Aug 22, 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 August 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.

6838214.1

B COMMUNICATIONS LTD.

The following exhibits are attached:

• 99.1 Form of Immediate Report of Bezeq The Israel Telecommunication Corp. Ltd., or Bezeq, a controlled subsidiary of the Registrant, filed with the Israel Securities Authority and the Tel Aviv Stock Exchange, with respect to a lawsuit filed against Bezeq’s subsidiary, Pelephone Communications Ltd., and others, dated August 21, 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/Eli Holtzman Eli Holtzman Chief Executive Officer

Date: August 21, 2011

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EXHIBIT INDEX

The following exhibits are attached:

• 99.1 Form of Immediate Report of Bezeq The Israel Telecommunication Corp. Ltd., or Bezeq, a controlled subsidiary of the Registrant, filed with the Israel Securities Authority and the Tel Aviv Stock Exchange, with respect to a lawsuit filed against Bezeq’s subsidiary, Pelephone Communications Ltd., and others, dated August 21, 2011.

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EXHIBIT 99.1

Bezeq the Israel Telecommunication Corp. Ltd.

Class Action - Pelephone Communication Ltd.

On August 21, 2011 the Company’s subsidiary, Pelephone Communication Ltd. (" Pelephone "), and two other cellular providers were served with a monetary lawsuit and an application seeking class action status that were filed in the Petach Tikvah District Court.

According to the plaintiffs, the defendants charge their subscribers for calls made overseas by rounding the duration of the call to an entire minute, which, according to the plaintiffs, is in violation of the defendants' licenses and the law.

According to the plaintiff whose lawsuit is directed against Pelephone, the overcharges to the plaintiff amounted to NIS 104 (together with VAT). The lawsuit and application do not include a reference to the total sought by the entire purported class action group.

Pelephone has not had an opportunity to assess the lawsuit as yet.

6838214.1