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 March 2006

                         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  Acquires 51% of Yahala,  Leading  Israeli
     Arab-Language Portal dated March 22, 2006.








                                                                          ITEM 1






Press Release                                              Source: Internet Gold

Internet Gold Acquires 51% of Yahala, Leading Israeli Arab-Language Portal

Wednesday March 22, 1:02 am ET

PETACH TIKVA, Israel, March 22 /PRNewswire-FirstCall/ -- Internet Gold, (Nasdaq
NMS: IGLD - News) today announced that its fully-owned subsidiary GoldMind has
signed an agreement to acquire 51% of the shares of Yahala Ltd., the operator of
yahala.co.il, one of Israel's largest Arab-language portals. According to the
agreement, Nizar Hori, Yahala's founder, will continue to hold Yahala's
remaining shares and serve as its CEO, while Eli Holtzman, Internet Gold's CEO,
will become Yahala's Chairman.

Yahala is a popular Internet portal that offers a rich variety of content and
services to Israel's Arab-speaking sector, a segment that accounts for
approximately 20% of Israel's population or 1.5 million individuals. Penetration
of Internet access into the Arabic sector has been significantly lower than that
of the Hebrew-speaking sector, but has been growing significantly during the
past 12 months.

Internet Gold intends to integrate Yahala into its Internet Smile.Media Group
with the goal of taking full advantage of the potential operating synergies
between Yahala and its other portals.

Commenting on the news, Eli Holtzman, CEO of Internet Gold, said, "This
acquisition is another step in our efforts to expand our leadership position as
Israel's largest Interactive Media Group. It reflects our expectation that
Internet usage in the Arab sector will continue growing dramatically as it has
during the past year, making the Arab population an important new target market
for Internet advertising. We believe that ownership of an Arab-language portal
may also help us identify additional investment opportunities in neighboring
emerging markets."

About Internet Gold

Internet Gold is a group of communications companies that provide Internet
access and related value-added services, international telephony, e-advertising,
content and e-Commerce services throughout Israel under the brand name "smile".
The broad range and popularity of these services have established Internet Gold
as one of Israel's leading Internet Communications groups.

The Internet Gold Group includes four subsidiaries. MSN-Israel, its 50.1% owned
joint-venture with Microsoft Corp. (49.9% owned), provides Microsoft- branded
Search, Instant Messaging, Hotmail and a variety of portal services. Internet
Gold International, a fully-owned subsidiary, provides international Internet
and communication services. GoldMind, a fully-owned subsidiary, provides
value-added services to Internet subscribers. GoldTrade, the Group's fully-owned
e-Commerce subsidiary, operates e-Commerce sites.

For additional information about Internet Gold, please visit its 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:
    Marybeth Csaby
    KCSA Worldwide
    +1-212-896-1236

    In Israel:
    Meirav Be'eri
    Investor Relations
    +972-3-516-7620










                                   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:  March 22, 2006