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 February 2010

012 SMILE.COMMUNICATIONS LTD.
(Name of Registrant)

25 Hasivim Street, Petach-Tikva, 49170 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.
 
 
012 SMILE.COMMUNICATIONS LTD.

EXPLANATORY NOTE

The following exhibit is attached:
 
99.1
Press release issued on February 18, 2010  announcing the signing of a financing agreement.

 
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.
 
 
012 SMILE.COMMUNICATIONS LTD.
     (Registrant)
 
       
 
By:
/s/ Eli Holtzman  
    Name: Eli Holtzman  
    Title: Chief Executive Officer  
       

Date:  February 18, 2010
 

EXHIBIT INDEX
                                 
 
  EXHIBIT NO .  DESCRIPTION
   
 99.1 Press release issued on February 18, 2010  announcing the signing of a financing agreement.
 
 
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