B Communication — Interim / Quarterly Report 2010

Jan 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 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 x Form 40-F o

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): o

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): o

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 o No x

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.

B COMMUNICATIONS LTD.

The following exhibit is attached:

99.1 Balance Sheet as of June 30, 2010 filed in order to comply with NASDAQ requirements.

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 5, 2011

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION 99.1 Balance Sheet as of June 30, 2010 filed in order to comply with NASDAQ requirements;

Exhibit 99.1

B Communications Ltd.

Consolidated Balance Sheets

	June 30December 3120102009(Unaudited)(Audited)NIS millions	June 30December 3120102009(Unaudited)(Audited)NIS millions	Conveniencetranslation intoU.S. dollars$1 = NIS 3.875June 302010(Unaudited)$ millions
Assets
Cash and cash equivalents	312	940	80
Marketable securities	319	99	82
Trade receivables	2,678	-	691
Parent company receivables	2	1	1
Related parties receivables	-	3	-
Other receivables	275	4	71
Inventory	169	-	44
Assets classified as held-for-sale	38	1,362	10
Total current assets	3,793	2,409	979
Long-term trade and other receivables	940	-	242
Investments including derivatives	138	-	36
Property, plant and equipment	5,513	-	1,423
Intangible assets	14,923	-	3,851
Deferred and other expenses	687	-	177
Investments in equity-accounted investors
(mainly loans)	1,136	-	293
Deferred tax assets	336	1	87
Total non-current assets	23,673	1	6,109
Total assets	27,466	2,410	7,088

B Communications Ltd.

Consolidated Balance Sheets (cont’d)

	June 30December 3120102009(Unaudited)(Audited)NIS millions	June 30December 3120102009(Unaudited)(Audited)NIS millions	Conveniencetranslation intoU.S. dollars$1 = NIS 3.875June 302010(Unaudited)$ millions
Liabilities
Short-term bank credit, current maturities of
long-term liabilities and debentures	1,982	520	511
Loans from parent company	-	326	-
Trade payables	1,032	-	266
Other payables including derivatives	749	3	193
Parent company payables	3	4	1
Current tax liabilities	254	24	66
Deferred income	33	-	9
Provisions	371	-	96
Employee benefits	454	-	117
Liabilities classified as held-for-sale	-4,878	2701,147	-1,259
Total current liabilities
Debentures	2,113	342	545
Loans from bank and institutions	5,869	-	1,515
Employee benefits	295	-	76
Deferred income and other	5	-	1
Provisions	73	-	19
Deferred tax liabilities	2,47410,829	-342	6382,794
Total non-current liabilities
Total liabilities	15,707	1,489	4,053
Equity
Total equity attributable to Company's
shareholders	1,356	921	350
Non-controlling interest	10,40311,759	-921	2,6853,035
Total equity
Total liabilities and equity	27,466	2,410	7,088

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