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 November 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.   Announcement re organizational changes dated November 28, 2005.








                                                                          Item 1





Petach Tikva, Israel, November 28, 2005 
--------------------------------------- 


After completing an assessment of future changes in the Israeli communication
market, the company today announced organizational changes in its management
structure.

One of these changes will be the merger of the company's residential and
business divisions. The new consolidated division will be responsible for all
service and sales to the company's residential and business customers and will
be managed by a senior and experienced officer. The company is also appointing a
new Vice President of Marketing.

Mr. Arik Alster, IGLD's Deputy Chief Executive Officer submitted his
resignation, effective as of November 24, 2005. In the last nine years Mr.
Alster held various management positions in the Company and was appointed as the
Company's Deputy Chief Executive Officer one year ago.


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 under the brand name "smile" to both
residential and business customers.

Internet Gold's operations are carried out through four subsidiaries. Through
MSN Israel, its (50.1% owned) joint-venture with Microsoft Corp. (49.9% owned),
the Company operates several of Israel's Internet portals. 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:  November 28, 2005