B Communication — Legal Proceedings Report 2011

Jan 27, 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 January 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 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 and motion to certify the lawsuit as class action, filed against Bezeq.

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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: January 27, 2011

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EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

99.1 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 and motion to certify the lawsuit as class action, filed against Bezeq.

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EXHIBIT 99.1

Bezeq The Israel Telecommunication Corp. Limited

To: The Tel Aviv Stock Exchange

To: The Israeli Securities Authority

On January 26, 2011, the Company received a claim together with a Motion to Certify the Claim as a Class Action, which were filed against the Company with the Nazareth District Court.

According to the plaintiffs, on January 25, 2011, they, as well as thousands of the Company's customers were disconnected from the Company's services for hours and were unable to use their telephone lines properly. As a result, they were allegedly caused various types of damage.

The aggregate claim amount (for private and business customers) is estimated by the plaintiffs at approximately NIS 104 million.

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