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

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