B Communication — Legal Proceedings Report 2011

Feb 7, 2011

6731834.1

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 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 February 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.

---

6731834.1

B COMMUNICATIONS LTD.

The following exhibit is attached:

99.1 Excerpt from a supplement to 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 lawsuit and motion to certify the lawsuit as class action, filed against Bezeq.

---

6731834.1

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: February 7, 2011

---

6731834.1

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
99.1	Excerpt from a supplement to 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 lawsuit and motion to certify the lawsuit as class action, filed against Bezeq.

---

EXHIBIT 99.1

Bezeq The Israel Telecommunication Corp. Limited

To: The Tel Aviv Stock Exchange

To: The Israeli Securities Authority

Further to the Company's immediate reports with respect to three (3) claims and a Motions to Certify the Claims as Class Actions, which were filed against the Company with respect to an allegedly fault in the Company's network occurred on January 25, 2011 - the Company received another claim together with a Motion to Certify the Claim as a Class Actions, regarding the same matter.

The aggregate claim amount, which was served on January 26, 2011 to the Tel-Aviv District court, is estimated by the plaintiffs at approximately NIS 217 million.

The Company is studying the claims and it is unable, at the present stage, to evaluate the claims likelihood of success.

6731834.1