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 January 2006 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 Fourth Quarter Earnings Release and Conference Call Scheduled for February 7, 2006 dated January 31, 2006. ITEM 1 Press Release Source: Internet Gold Internet Gold's Fourth Quarter Earnings Release and Conference Call Scheduled for February 7, 2006 Tuesday January 31, 1:01 am ET PETACH TIKVA, Israel, January 31 /PRNewswire-FirstCall/ -- Internet Gold (Nasdaq: IGLD - News) today announced that it will release its fourth quarter results on Tuesday, February 7, 2006, 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, 0800-917-5108 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 group of communications companies that provide Internet access and related value-added services, international telephony, e-advertising, content and e-Commerce services throughout Israel under the brand name "smile". The broad range and popularity of these services have established Internet Gold as one of Israel's leading Internet Communications groups. The Internet Gold Group includes four subsidiaries. MSN-Israel, its 50.1% owned joint-venture with Microsoft Corp. (49.9% owned), provides Microsoft-branded Search, Instant Messaging, Hotmail and a variety of portal services. Internet Gold International, a fully-owned subsidiary, provides international Internet and communication services. GoldMind, a fully-owned subsidiary, provides value-added services to Internet subscribers. GoldTrade, the Group's fully-owned e-Commerce subsidiary, operates e-Commerce sites. For additional information about Internet Gold, please visit its 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 filed with the Securities and Exchange Commission and its other reports as filed from time to time with the Securities and Exchange Commission. For further information, please contact: Marybeth Csaby KCSA Worldwide +212-896-1236 In Israel: Meirav Be'eri Investor Relations +972-3-516-7620 Internet Gold Idit Azulay, +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: January 31, 2006