SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

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

For the month of ~~January~~February 2006

Matav Cable Systems Media Ltd.
(Translation of registrant’s name into English)

42 Pinkas Street
North Industrial Park
P.O. Box 13600
Netanya 42134
Israel
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-F o

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 o No x

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

1615 ~~January~~February 2006 Matav- – Cable Systems Media Ltd. (Registrant) BY: /S/ Meir Srebernik—————————————— Meir SrebernikChief Executive Officer

Print the name and title of the signing officer under his signature

FOR IMMEDIATE RELEASE

~~Matav~~Court ~~Reports~~dismisses ~~Termination of Contacts Between Representatives of Owners of Cable~~a ~~Companies~~Motion ~~and~~for ~~Partner~~Class ~~Communications’~~Action ~~Controlling~~Against ~~Shareholder~~Matav ~~Regarding Acquisition of Control of Partner~~

NETANYA, Israel, ~~January~~February 16, 2006 – Matav- Cable Systems Media Ltd. (Nasdaq: MATV – News), a leading Israeli provider of digital cable television services, today ~~reported~~announced ~~further~~that the Tel-Aviv-Jaffa District Court denied a motion to recognize a ~~press~~class ~~release~~action ~~issued~~against onMatav ~~October~~which ~~30,~~was ~~2005,~~filled ~~that~~on ~~the~~April ~~contacts~~22, ~~that~~1999. ~~have~~The ~~been~~previously ~~made~~reported ~~between~~motion ~~representatives~~alleged, ofinter ~~the~~alia, ~~owners~~that ofMatav ~~cable~~constitutes ~~companies~~a monopoly and ~~representatives~~that ofit ~~the~~adversely ~~controlling~~exploited ~~shareholder~~its ofposition ~~Partner~~in the ~~Communications~~market, ~~Company~~in ~~Ltd.~~a ~~(“Partner”)~~manner towhich ~~explore~~is, ~~the~~or ~~possibility~~may ofbe, ~~the acquisition~~damaging ofto the ~~control~~general ofpublic ~~Partner,~~by ~~have~~setting ~~been~~and collecting ~~terminated~~an ~~without~~unreasonable ~~any~~and ~~transaction~~unfair ~~being agreed~~fee ~~upon~~for its services.

~~Matav~~As isdetailed ~~one~~above ~~of Israel’s three cable television providers, serving roughly 25 percent of~~ the ~~population. Matav’s~~District ~~current investments include 1.2 percent of Partner Communications Ltd., a GSM~~Court ~~mobile~~denied ~~phone~~the ~~company~~motion ~~and~~on 10February ~~percent of Barak I.T.C. (1995) Ltd.~~16, ~~one of the three international telephony providers in Israel~~2006.

~~(This~~Matav ~~press~~is ~~release~~one ~~contains forward-looking~~of ~~statements with respect to the Company~~Israel’s ~~business, financial~~ ~~condition~~three ~~and~~cable ~~results~~television ofproviders, ~~operations.~~serving ~~These~~roughly ~~forward-looking~~25 ~~statements~~percent ~~are based on the current expectations~~ of the ~~management of Matav Cable only, and are subject to risk and~~population. ~~uncertainties, including but not limited to changes in technology and market requirements, decline in demand for the Company~~Matav’s ~~products,~~current ~~inability~~investments toinclude ~~timely~~1.2 ~~develop~~percent ~~and introduce~~of ~~new~~Partner ~~technologies,~~Communications ~~products and applications~~Ltd., ~~loss~~a ofGSM mobile ~~market~~phone ~~share~~company and ~~pressure on~~10 ~~pricing~~percent ~~resulting from competition, which could cause the actual results or performance~~ of ~~the~~Barak ~~Company to differ materially from those contemplated in such forward-looking statements~~I.T.C. ~~The~~(1995) Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated eventsLtd., ~~For~~one ~~a more detailed description~~ of ~~the~~ ~~risk and uncertainties affecting~~ the ~~Company, reference is made to the Company’s~~three ~~reports~~international ~~filed~~telephony ~~from~~providers ~~time~~in ~~to time with the Securities and Exchange Commission~~Israel.)

~~Contacts:~~(This press release contains forward-looking statements with respect to the Company’s business, financial ~~Ori~~condition ~~Gur~~and results of operations. These forward-~~Arieh,~~looking ~~General~~statements ~~Counsel~~are based on the current expectations of the management of Matav Cable ~~Systems~~only, and are subject to risk and ~~Telephone:~~uncertainties, ~~+972-9-860-2261~~including but not limited to changes in technology and market requirements, decline in demand for the company’s products, inability to timely develop and ~~Ayelet~~introduce ~~Shaked~~new ~~Shiloni~~technologies, products and applications, loss of market share and pressure ~~Integrated~~on IRpricing resulting from competition, which could cause the actual results or performance ~~Telephone~~of ~~US:~~the ~~+1-866-447-8633~~Company /todiffer ~~Israel:~~materially ~~+972~~from those contemplated in such forward-~~3-635-6790~~looking statements. The Company undertakes no obligation to publicly Erelease any revisions to these forward-~~Mail:~~looking ~~ayelet@integratedir~~statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.~~com~~ For a more detailed description of the risk and uncertainties affecting the company, reference is made to the Company’s reports filed from time to time with the Securities and Exchange Commission.)

Contacts:

Ori Gur-Arieh, Counsel
Matav Cable Systems
Telephone: +972-7-770-77030

Ayelet Shaked Shiloni
Integrated IR
Telephone US: +1-866-447-8633 / Israel: +972-3-635-6790
E-Mail: ayelet@integratedir.com

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