B Communication — Notice of Dividend Amount 2011

Apr 17, 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 April 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 B Communications Ltd. announces that it expects to receive approximately NIS 364 Million in dividends from Bezeq - The Israel Telecommunication Corp. Ltd., a Controlled Subsidiary of the Registrant in May 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: April 14, 2011

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EXHIBIT INDEX

EXHIBIT NO.

99.1

DESCRIPTION

B Communications Ltd. announces that it expects to receive approximately NIS 364 Million in dividends from Bezeq - The Israel Telecommunication Corp. Ltd., a Controlled Subsidiary of the Registrant in May 2011.

6773523.1

EXHIBIT 99.1

B Communications Ltd. Expects to Receive Approximately NIS 364 Million in Dividends From Bezeq - The Israel Telecommunication Corp. Ltd.

Ramat Gan, Israel –April 14, 2011 – B Communications Ltd. (NASDAQ: BCOM) reports that on April 13, 2011, the General Meeting of its controlled 31.33% subsidiary, Bezeq - The Israel Telecommunication Corp. Ltd. (“Bezeq”), approved the distribution of a dividend of NIS 0.4316486 (approximately US $0.13) per share (a total of approximately NIS 1.163 billion or US $340 million) to Bezeq shareholders of record on May 4, 2011. The dividend is expected to be paid on May 19, 2011.

Accordingly, B Communications expects to receive approximately NIS 364 million (approximately US $107 million) as a dividend on the payment date.

6773523.1