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 June 2009

                         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 Announces  Filing of Annual Report with
          the U.S. Securities and Exchange Commission dated June 28, 2009.










                                                                          ITEM 1






Internet Gold Announces Filing of Annual Report with the U.S.
Securities and Exchange Commission

Press Release

Source: Internet Gold Golden Lines Ltd.

On Sunday June 28, 2009, 3:16 am EDT

PETACH TIKVA, Israel, June 28 /PRNewswire-FirstCall/ -- Internet Gold Golden
Lines Ltd., (NASDAQ Global Market and TASE: IGLD), today announced that its
annual report on Form 20-F containing audited consolidated financial statements
for the year ended December 31, 2008 has been filed with the U.S. Securities and
Exchange Commission. The annual report is available on the Company's website at
www.igld.com Shareholders may receive a hard copy of the annual report free of
charge upon request.

About Internet Gold

Internet Gold is one of Israel's leading communications groups with a major
presence across all Internet-related sectors. Its 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 portfolio of Internet portals and e-Commerce sites.

    For further information, please contact:

    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
                                               ---------------
                                               Eli Holtzman
                                               Chief Executive Officer




Date: June 29, 2009