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 February 2007

                         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 Group  Received Final Approval From the
          Israeli Court to Restructuring and Merger dated February 21, 2007.

     2.   Press Release re Internet Gold's Fourth Quarter  Earnings  Release and
          Conference  Call  Scheduled  for February 26,  2007dated  February 22,
          2007.








                                                                          ITEM 1






Press Release                                              Source: Internet Gold

Internet Gold Group Received Final Approval From the Israeli
Court to Restructuring and Merger

Wednesday February 21, 10:52 am ET

PETACH TIKVA, Israel, February 21 /PRNewswire-FirstCall/ -- Internet Gold,
(Nasdaq: IGLD and TASE: IGLD) ("the Company") today announced that the Tel-Aviv
district court has granted its final approval for the merger of 012 Golden Lines
Ltd.into the Company's wholly owned subsidiary, Smile.Communications Ltd., in
accordance with section 351 of Israel's Companies Law.

In addition, the court granted its approval for the restructuring of Internet
Gold providing for the transfer of the Company's Internet portals, e-advertising
and e-commerce businesses to Smile.Media Ltd. and the transfer of the Internet
access and international telephony businesses to Smile.Communications Ltd.

About Internet Gold

Internet Gold is Israel's leading IP Group with a major presence across all
Internet-related sectors. Its Smile.Communications segment offers a variety of
Internet access and related value-added services, international telephony and
enterprise/IT integration services. Its Smile.Media segment manages a growing
portfolio of Internet portals and e-Commerce sites.

Internet Gold is part of the Eurocom communications group. Its shares trade on
the Nasdaq Global Market and on the Tel Aviv Stock Exchange.

For additional information about Internet Gold, please visit its investors' site
at www.igld.com.

    For further information, please contact:

    Lee Roth
    KCSA Worldwide
    +1-212-896-1209

    In Israel:
    Mor Dagan
    Investor Relations
    +972-3-516-7620

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






                                                                          ITEM 2







Press Release                                              Source: Internet Gold

Internet Gold's Fourth Quarter Earnings Release and
Conference Call Scheduled for February 26, 2007

Thursday February 22, 9:11 am ET

PETACH TIKVA, Israel, February 22 /PRNewswire-FirstCall/ -- Internet Gold
(Nasdaq: IGLD; TASE: IGLD) today announced that it will release its fourth
quarter results on Monday, February 26, 2007, before the market is opened. 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: 1-888-668-9141 from
within the U.S. or 1-866-485-2399 from within Canada, 0-800-917-5108 from within
the U.K., or +972-3-918-0688 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 Israel's leading IP Group with a major presence across all
Internet-related sectors. Its Smile.Communications segment offers a variety of
Internet access and related value-added services, international telephony and
enterprise/IT integration services. Its Smile.Media segment manages a growing
portfolio of Internet portals and e-Commerce sites.

Internet Gold is part of the Eurocom communications group. Its shares trade on
the Nasdaq Global Market and on the Tel Aviv Stock Exchange.

For additional information about Internet Gold, please visit its investors' site
at www.igld.com.

    For further information, please contact:

    Lee Roth
    KCSA Worldwide
    +1-212-896-1209

    In Israel:

    Mor Dagan
    Investor Relations
    +972-3-516-7620

    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:  February 22, 2007