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 May 2005

                         INTERNET GOLD-GOLDEN LINES LTD.
                              (Name of Registrant)


                  1 Alexander Yanai Street Petach-Tikva, 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-____________







                         Internet Gold-Golden Lines Ltd.

6-K Items

     1.   Press Release re Internet  Gold's First Quarter  Earnings  Release and
          Conference Call Scheduled for May 9, 2005 dated May 3, 2005.








                                                                          Item 1






Press Release                                              Source: Internet Gold

Internet Gold's First Quarter Earnings Release and Conference Call Scheduled for
May 9, 2005

Tuesday May 3, 9:30 am ET

PETACH TIKVA, Israel, May 3 /PRNewswire-FirstCall/ -- Internet Gold (Nasdaq:
IGLD - News) today announced that it will release its first quarter results on
Monday, May 9, 2005, before the market opens.

On the same day, Management will host an interactive teleconference to discuss
the results at 10:00 a.m. EST. To participate, please call one of the following
access numbers several minutes before the call begins: 1-866-229-7198 from
within the U.S. or 1-866-485-2399 from within Canada, 0-800-917-5108 from within
the U.K., or +972-3-918-0600 from other international locations.

The call will also be broadcast live through the company's Website,
www.igld.com, and will be available there for replay during the next 30 days.

About Internet Gold

Internet Gold is a communications company that provides Internet access and
related value-added services, international telephony, e-Advertising, content
and e-Commerce services throughout Israel to both residential and business
customers.

Internet Gold's operations are carried out through four subsidiaries. Through
MSN Israel, its joint-venture (50.1% ownership) with Microsoft Corp., (49.9%
ownership), the Company operates Israel's leading Internet portal. Its
fully-owned subsidiary GoldMind focuses on the provision of Internet value-added
services and is the 0wner of 100% of the Start portal. Through GoldTrade, its
fully-owned e-Commerce subsidiary, the Company has established itself as one of
Israel's leading e-Commerce providers, P1000. Its fully-owned subsidiary
Internet Gold International specializes in the provision of international
Internet and communication services.

For additional information about Internet Gold, please visit our Website at
www.igld.com.

Certain statements made herein that use the words "estimate," "project,"
"intend," "expect," "believe" and similar expressions are intended to identify
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve known
and unknown risks and uncertainties which could cause the actual results,
performance or achievements of the Company to be materially different from those
which may be expressed or implied by such statements, including, among others,
changes in general economic and business conditions and specifically, decline in
demand for the Company's services, inability to timely develop and introduce new
technologies, services and applications and loss of market share and pressure on
prices resulting from competition. For additional information regarding these
and other risks and uncertainties associated with the Company's business,
reference is made to the Company's Annual Report and its other reports as filed
from time to time with the Securities and Exchange Commission.

    For further information, please contact:

    Ms. Idit Azulay,
    Internet Gold,
    +972-3-939-9848,
    idita@co.zahav.net.il









                                   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.


                                            INTERNET GOLD-GOLDEN LINES LTD.
                                                     (Registrant)



                                            By /s/Eli Holtzman     
                                               ---------------
                                               Eli Holtzman
                                               Chief Executive Officer




Date:  May 3, 2005