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 October 2009

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 [ ]

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 [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 Form of Immediate Report re 012 Smile.Communications Ltd. has
 approved receipt of a loan of up to NIS 250 million from Internet
 Gold - Golden Lines Ltd. filed with the Israel Securities Authority
 and the Tel Aviv Stock Exchange October 29, 2009.


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/Stella Handler
 -----------------
 Stella Handler
 Chief Executive Officer




Date: October 29, 2009


EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
---------- -----------

99.1 Form of Immediate Report re 012 Smile.Communications Ltd.
 has approved receipt of a loan of up to NIS 250 million from
 Internet Gold - Golden Lines Ltd. filed with the Israel
 Securities Authority and the Tel Aviv Stock Exchange October
 29, 2009.

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