Submission Data File

General Information
Form Type*	6-K
Contact Name
Contact Phone
Filer File Number
Filer CIK*	0001090159 (INTERNET GOLD GOLDEN LINES LTD)
Filer CCC*	****
Confirming Copy	No
Notify via Website only	No
Return Copy	No
SROS*	NASD
Period*	03-07-2018
(End General Information)

Document Information
File Count*	2
Document Name 1*	f6k030718b_internetgold.htm
Document Type 1*	6-K
Document Description 1	6-K
Document Name 2*	f6k030718bex99-1_internetgd.htm
Document Type 2*	EX-99.1
Document Description 2	Exhibit
(End Document Information)

f6k030718b_internetgold.htm	Form Type: 6-K	Page 1
Edgar Agents LLC	INTERNET GOLD-GOLDEN LINES LTD.	03/07/2018 05:07 PM

	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 2018
	INTERNET GOLD-GOLDEN LINES LTD. (Name of Registrant)
	2 Dov Friedman Street, Ramat Gan 5250301, 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-

f6k030718b_internetgold.htm	Form Type: 6-K	Page 2
Edgar Agents LLC	INTERNET GOLD-GOLDEN LINES LTD.	03/07/2018 05:07 PM

Internet Gold-Golden Lines Ltd.

EXPLANATORY NOTE

The following exhibit is attached:

99.1 Update on Eurocom's Proposed Arrangement

f6k030718b_internetgold.htm	Form Type: 6-K	Page 3
Edgar Agents LLC	INTERNET GOLD-GOLDEN LINES LTD.	03/07/2018 05:07 PM

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/ Doron Turgeman

Doron Turgeman Chief Executive Officer

Date: March 7, 2018

f6k030718b_internetgold.htm	Form Type: 6-K	Page 4
Edgar Agents LLC	INTERNET GOLD-GOLDEN LINES LTD.	03/07/2018 05:07 PM

EXHIBIT INDEX

EXHIBIT NO.DESCRIPTION

99.1 Update on Eurocom's Proposed Arrangement

f6k030718bex99-1_internetgd.htm	Form Type: EX-99.1	Page 1
Edgar Agents LLC	INTERNET GOLD-GOLDEN LINES LTD.	03/07/2018 05:07 PM

EXHIBIT 99.1

Re: Update on Eurocom's Proposed Arrangement

Ramat Gan, Israel – March 7, 2018 – Internet Gold – Golden Lines Ltd. (the "Company") (NASDAQ Global Select Market and TASE: IGLD).

Further to the report published by the Company regarding the request of the Company's controlling shareholder, Eurocom Communications Ltd. ("Eurocom") (as well as other private companies of the Eurocom Group), to approve a creditors arrangement in accordance with the provisions of Section 350 of the Companies Law, 5759-1999 (the "Arrangement"), the Company reports that on March 6, 2018, it received a letter from SHAYMA INVESTMENTS SA, of the Saidoff Group, which directed the Company's attention to a provision included in the Arrangement. According to the Saidoff Group, this provision says that each creditor of any of the companies included in the Eurocom Group (controlled by any of the Eurocom Group's companies directly or indirectly), including the Company, which may have a claim that the change in the control of the Eurocom Group or the companies included therein gives a right for immediate redemption of the debt, and such company failed to petition the Court regarding this matter until the date of approval of the Arrangement, such entity will be prevented and suspended from doing so, definitively, following the date of the Arrangement's approval, and will be deemed to have agreed to transfer such control in any circumstance where such consent is required.

Therefore, the Arrangement's execution, including the Saidoff Group's option to acquire Eurocom, will not give claim to any immediate redemption of the debt.

As stated in the Court's decisions of February 24, 2018 and March 6, 2018, each creditor and each interested party may submit its position to the proposed Arrangement by March 12, 2018.

It should be noted that according to the proposed Arrangement, if the Arrangement is approved and the option is exercised by the investor, Eurocom will continue to be the controlling shareholder of the Company (while the identity of the shareholders of Eurocom will change). Accordingly, in the Company's assessment and in the opinion of its legal advisors, the Arrangement does not constitute an event of change of control in the Company for purposes of the debentures issued by the Company, and accordingly does not constitute any grounds for calling for immediate redemption of the Company's debentures or any other material debt of the Company.

It is also hereby clarified that the Company is not expressing any position here regarding the validity of the aforementioned provision in Eurocom' debt Arrangement and its implications regarding the rights of the Company's creditors.

The Arrangement has not yet been approved and is subject to additional terms, as detailed in the Company's report on February 24, 2018, and there is no certainty at this stage that the Arrangement will be approved and completed. It is not clear at this stage whether and how the arrangement, if completed, will affect the Company. The Company will report on further significant developments in the process.

Forward-Looking Statements

This Report may contain forward-looking statements that are subject to risks and uncertainties. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, general business conditions in the industry, changes in the regulatory and legal compliance environments, the failure to manage growth and other risks detailed from time to time in Internet Gold – Golden Lines Ltd.'s filings with the Securities Exchange Commission. These documents contain and identify other important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. Stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statement.

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