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 December 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 012 Smile.Communication's Board Approves $10 Million Share Repurchase Program dated December 30, 2008.

ITEM 1

Press Release Source: Internet Gold

012 Smile.Communication's Board Approves $10 Million Share Repurchase Program

Tuesday December 30, 6:14 am ET

PETACH TIKVA, Israel, December 30 /PRNewswire-FirstCall/ -- Internet Gold - Golden Lines Ltd. (Nasdaq and TASE: IGLD) announced that the Board of Directors of Its 72.4% owned subsidiary, 012 Smile.Communications Ltd. has authorized the repurchase of up to $10 million of 012 Smile.Communications ordinary shares (approximately NIS 38 million). The purchases will be made from time to time by 012 Smile.Communications, or other corporation controlled by 012 Smile.Communications, in the open market on the NASDAQ Global Market and the Tel Aviv Stock Exchange. The timing and amount of any purchases will be determined by the 012 Smile.Communications management based on its evaluation of market conditions and other factors. The repurchase program may be suspended or discontinued at any time.

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 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: +972-200-3848

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: December 30, 2008

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