zk1007877.htm
 
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 2010

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 o

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): o

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): o

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 o   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.

EXPLANATORY NOTE

The following exhibits are attached:

99.1
Notice of and Proxy Statement for the Extraordinary General Meeting of Shareholders to be held March 16, 2010.

99.2
Form of Proxy Card.

 
SIGNATURE
 
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 12, 2010
 
 
EXHIBIT INDEX
 
EXHIBIT NO.    DESCRIPTION
   
99.1
 
99.2
Notice of and Proxy Statement for the Extraordinary General Meeting of Shareholders to be held March 16, 2010.
 
Form of Proxy Card.