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 2005

                         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 Shares to be  Dual-Listed  on Israel's TASE
     dated February 17, 2005.






                                                                          Item 1








Press Release                                              Source: Internet Gold

Internet Gold Shares to be Dual-Listed on Israel's TASE

Thursday February 17, 8:47 am ET

PETACH TIKVA, Israel, February 17 /PRNewswire-FirstCall/ -- Internet Gold's
(NASDAQ: IGLD - News) today announced that the Israel Securities Authority has
approved its request to dual-list its shares on the Tel Aviv Stock Exchange
(TASE). The Company expects that the listing process will be completed within
the next few days and that once completed, the Company's shares will begin
trading immediately on the TASE.

"By listing on the TASE, our shares will become accessible to Israeli
institutions and individuals that invest only in TASE traded shares. We believe
this will expand our trading volume significantly, increasing the liquidity of
our shares," said Mr. Eli Holtzman, Internet Gold's CEO. "The combination of the
TASE listing with our recent re-listing on Nasdaq's National Market will give
our company a higher profile that we believe will work to the benefit of our
shareholders."

About Internet Gold

Internet Gold is a communications company that provides Internet access and
related value-added services, international telephony, e-advertising, content
and e-Commerce services throughout Israel to both residential and business
customers.

Internet Gold's operations are carried out through four subsidiaries. Through
MSN Israel, its joint-venture (50.1% owned) with Microsoft Corp., the Company
operates Israel's leading Internet portal. Its fully-owned subsidiary, Internet
Gold International, specializes in the provision of international Internet and
communication services. Its fully-owned subsidiary, GoldMind, focuses on the
provision of Internet value-added services. Through GoldTrade, its fully-owned
e-Commerce subsidiary, the Company has established itself as one of Israel's
leading e-Commerce providers.

For additional information about Internet Gold, please visit our Website at
www.igld.com.

Certain statements made herein that use the words "estimate," "project,"
"intend," "expect," "believe" and similar expressions are intended to identify
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve known
and unknown risks and uncertainties which could cause the actual results,
performance or achievements of the Company to be materially different from those
which may be expressed or implied by such statements, including, among others,
changes in general economic and business conditions and specifically, decline in
demand for the Company's services, inability to timely develop and introduce new
technologies, services and applications and loss of market share and pressure on
prices resulting from competition. For additional information regarding these
and other risks and uncertainties associated with the Company's business,
reference is made to the Company's Annual Report filed with the Securities and
Exchange Commission and its other reports as filed from time to time with the
Securities and Exchange Commission.

    For further information, please contact:
    Ms. Idit Azulay, Internet Gold
    +972-3-939-9848
    idita@co.zahav.net.il










                                   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:  February 17, 2005