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Exhibit 4.(a).38 [FOR CONVENIENCE ONLY, NOT AN OFFICIAL TRANSLATION] [State Emblem] The State of Israel
Ministry of Communications General License for Partner Communications Ltd. for the Provision of
Mobile Radio Telephone (MRT) Services using the Cellular Method Amendment No. 23 By virtue of the powers of the Minister of Communications under Article 4 (e)
of the Communications Law (Telecommunications and Broadcasts), 5742-1982, that
have been delegated to us, by all our other powers under any law and after
having considered the arguments of Partner Communications Company Ltd.
(hereinafter: Partner) we hereby amend the General License for the provision
of mobile radio telephone (MRT) services using the cellular method granted to
Partner on 7 April 1998, as follows: Amendment of Title of Article 75A  1.
    
    In the title of Article 75A, , instead of in the MRT Network
shall come in another Public Telecommunication Network. Addition of Article 75B  2.
    
    After Article 75A shall be added:75B Completion of a Short Message Service (SMS) in another MRT Network
The Licensee may charge a Subscriber for transferring a Short Message
Service, from Terminal Equipment connected to the Network to Terminal
Equipment connected to an MRT system of another MRT licensee, payment that
shall not exceed the payment the Licensee charges Subscribers for
transferring a Short Message Service, from Terminal Equipment connected to
the Network, in addition to a charge that shall not exceed the fee for
transferring a Short Message Service as set forth in the Communication
Regulations (Telecommunications and Broadcasting) (Payments for
Interconnection), 2000.
In this Article- Short Message Service"- (SMS)   A telecommunication message that includes
writing, including letters or signs, that are transferred from Terminal
Equipment connected to the Network, to Terminal Equipment connected to the
Network or connected to an MRT system of another MRT licensee. 21 March, 2004) (sgd)
    
    (sgd)Uri Olenik, Adv.
    
    Haim Giron, Adv.Director-General
    
    Senior Deputy Director-General,Ministry of Communications
    
    Engineering and Licensing, Ministry ofCommunications




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Communication Regulations (Telecommunications and Broadcasting)
(Payments for Interconnection) (Amendment), 2004. By virtue of my authority under Sections 5(b)(2) and 59 of the Communications
Law (Telecommunications and Broadcasts), 5742-1982, (hereinafter: the Law)
and with the approval of the Minister of Finance,I hereby amend these
regulations: Amendment of Section 1  1.
    
    In Section 1 of the Communication Regulations (Telecommunications
and Broadcasting) (Payments for Interconnection) , 2000, (hereinafter-
The Main Regulations), - after the definition of MRT Licensee shall
come:
Short Message Service- (SMS)- A telecommunication message that includes
writing, including letters or signs, that are transferred from terminal
equipment
connected to one public telecommunication network, to terminal
equipment
connected to another public telecommunication network; Amendment of Section 3B  2.
    
    In Section 3B of the Main Regulations-  (1)
    
    In sub-section (a), instead of as set forth in
Section 3B shall come as set forth in Section 3C(a)(2).(2)
    
    In sub-section (b), instead of as set forth in
Section 3C shall come as set forth in Section 3C(a)(1).(3)
    
    Instead of sub-section (c) shall come:  (c) An MRT licensee shall pay another MRT licensee payments
for interconnection as follows:  (1)
    
    For an incoming MRT
call- as set forth in Section 3C(a)(1),
according to the minutes of traffic that have
passed from his MRT system to the MRT system of
the other MRT licensee;(2)
    
    For Short Message
Service-as set forth in Section 3C(a)(3),
according to the number of Short Message
Services that passed from his MRT system to the
terminal equipment connected to the MRT system
of the other MRT licensee.




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Amendment of Section 3C  3.
    
    In Section 3C of the Main Regulations-  (1)
    
    In sub-section (a), after paragraph (2) shall come:(3)
    
    From another MRT licensee, for transferring a Short
Message Service- 0.285 NIS for every Short Message Service.(2)
    
    In sub-section (b) at the beginning, instead of as set
forth in sub-section (a) shall come as set forth in sub-section
(a)(1) and (2).(3)
    
    In sub-section (c), instead of for the detailed
payment shall come for the detailed payments. Effect  4.
    
    These Regulations shall take effect from May 1, 2004. 21 March, 2004) _______(sgd)____________
Ehud Olmert
Minister of Communications