Cellcom Israel Ltd. — Capital/Financing Update 2009

Sep 22, 2009

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

For September 22, 2009

Commission File Number: 001-33271

CELLCOM ISRAEL LTD.

10 Hagavish Street Netanya, Israel 42140

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(Address of principal executive offices)

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 _____

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 the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes _____ No X

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not Applicable

CELLCOM ISRAEL LTD. ANNOUNCES SUBMITING AN OFFER TO PURCHASE MIRS

NETANYA, Israel, September 22, 2009 – Cellcom Israel Ltd. (NYSE: CEL) (the "Company") announced today that following the Company's announcement dated August 10, 2009, the Company submitted yesterday an offer, which is subject to certain conditions, to purchase 100% of the equity of MIRS Communications Ltd. (another Israeli cellular provider with an estimated market share of 4-5%), and certain other related assets. For additional details regarding MIRS see our most recent Annual Report on Form 20-F for the year 2008 under “Item 4 - Information on the Company, B. Business Overview – The Telecommunications Industry in Israel – Cellular Services"

At this stage there is no certainty a transaction will be agreed upon nor executed. Any such transaction would be subject, among others, to certain regulatory approvals and there is no certainty that such approvals will be given.

About Cellcom Israel

Cellcom Israel Ltd., established in 1994, is the leading Israeli cellular provider; Cellcom Israel provides its approximately 3.228 million subscribers (as at June 30, 2009) with a broad range of value added services including cellular and landline telephony, roaming services for tourists in Israel and for its subscribers abroad and additional services in the areas of music, video, mobile office etc., based on Cellcom Israel's technologically advanced infrastructure. The Company operates an HSPA 3.5 Generation network enabling advanced high speed broadband multimedia services, in addition to GSM/GPRS/EDGE and TDMA networks. Cellcom Israel offers Israel's broadest and largest customer service infrastructure including telephone customer service centers, retail stores, and service and sale centers, distributed nationwide. Through its broad customer service network Cellcom Israel offers its customers technical support, account information, direct to the door parcel services, internet and fax services, dedicated centers for the hearing impaired, etc. As of 2006, Cellcom Israel, through its wholly owned subsidiary Cellcom Fixed Line Communications L.P., provides landline telephone communication services in Israel, in addition to data communication services. Cellcom Israel's shares are traded both on the New York Stock Exchange (CEL) and the Tel Aviv Stock Exchange (CEL). For additional information please visit the Company's website www.cellcom.co.il

Company Contact Investor Relations Contact Shiri Israeli Ehud Helft / Ed Job Investor Relations Coordinator CCGK Investor Relations investors@cellcom.co.il ehud@gkir.com / ed.job@ccgir.com Tel: +972 52 998 9755 Tel: (US) 1 866 704 6710 / 1 646 213 1914

Signatures

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.

CELLCOM ISRAEL LTD.

Date: September 22, 2009

By: /s / Liat Menahemi Stadler Name: Liat Menahemi Stadler Title: General Counsel