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 July 2008

                         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 "Midrug"  Rating  Company  Ratifies A1 Rating for 012
          Smile.Communications'  Series A Bonds,  Clears SMLC to Issue up to NIS
          320M in Additional Series A Debt dated July 14, 2008.










                                                                          ITEM 1






Press Release                                              Source: Internet Gold

"Midrug" Rating Company Ratifies A1 Rating for 012 Smile.Communications' Series
A Bonds, Clears SMLC to Issue up to NIS 320M in Additional Series A Debt

Monday July 14, 11:03 am ET

PETACH TIKVA, Israel, July 14 /PRNewswire-FirstCall/ -- Internet Gold (Nasdaq
NMS and TASE: IGLD) today announced that Midrug Ltd., an Israeli financial
rating company which is affiliated with Moody's, has reissued the A1 rating
originally awarded to the Series A debentures issued in 2007 by 012
Smile.Communications (Nasdaq NMS and TASE: SMLC), Internet Gold's 72.4%-owned
subsidiary.

Midrug concluded that the A1 rating would continue if 012 Smile.Communications
issues new debt of up to NIS 320 million (approximately $ 1.08 billion).

Copies of the complete Midrug report are available in Hebrew at
http://www.midroog.co.il

Commenting on the news, Mr. Eli Holtzman, CEO of Internet Gold, said, "We are
very pleased that SMLC has continued to earn and achieve this high rating,
representing Midrug's clear vote of confidence in the company and its prospects.
By enhancing 012 Smile's financing capability, this rating is an important step
that will help it carry out its strategy for accelerated growth over the next
few years."

About Internet Gold

Internet Gold is one of Israel's leading communications groups with a major
presence across all Internet-related sectors. Its 72.4% owned subsidiary, 012
Smile.Communications Ltd., is one of Israel's major Internet and international
telephony service providers, and one of the largest providers of enterprise/IT
integration services. Its 100% owned subsidiary, Smile.Media Ltd., manages a
growing portfolio of Internet portals and e-Commerce sites.

Forward-Looking Statements

This press release contains forward-looking statements that are subject to risks
and uncertainties. Factors that could cause actual results to differ materially
from these forward-looking statements include, but are not limited to, general
business conditions in the industry, changes in the regulatory and legal
compliance environments in the industries it is engaged, the failure to manage
growth and other risks detailed from time to time in Internet Gold's filings
with the Securities Exchange Commission, including Internet Gold's Annual Report
on Form 20-F. These documents contain and identify other important factors that
could cause actual results to differ materially from those contained in our
projections or forward-looking statements. Stockholders and other readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date on which they are made. We undertake no obligation to
update publicly or revise any forward-looking statement.

    For further information, please contact:

    Mor Dagan - Investor Relations
    mor@km-ir.co.il / Tel:+972-3-516-7620


    Ms. Idit Azulay, Internet Gold
    idita@co.smile.net.il / Tel: +972-72-200-3848







                                   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
                                               ---------------
                                            Name: Eli Holtzman
                                            Title: Chief Executive Officer




Date:  July 14, 2008