Metalink Ltd - Report of Foreign Issuer (6-K)



 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549

 FORM 6-K

 REPORT OF FOREIGN ISSUER

 PURSUANT TO RULE 13A-16 OR 15D-16
 OF THE SECURITIES EXCHANGE ACT OF 1934

 For the month of May 2008

 Commission file number: 0-30394

 METALINK LTD.
--------------------------------------------------------------------------------
 (Translation of registrant's name into English)

 YAKUM BUSINESS PARK, YAKUM 60972, 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 the registrant by furnishing the information
contained in this Form 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- ____________

The information contained in this Report on Form 6-K is hereby incorporated by
reference into the registrant's Registration Statements on Form F-3 File Nos.
333-145431, 333-104147 and 333-13806 and on Form S-8, File Nos. 333-121901,
333-12064, 333-88172, 333-112755 and 333-149657.



The following are included in this Report on Form 6-K:

1. Press release dated May 20, 2008.



 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.


 METALINK LTD.

Date: May 20, 2008 By: /s/ Yuval Ruhama
 -----------------------
 Yuval Ruhama
 Chief Financial Officer





Yuval Ruhama Mor Abraham
CFO Marketing Communications Manager
Metalink Ltd. Metalink Ltd.
Tel: 972-9-9605395 Tel: 972-9-9605406
Fax: 972-9-9605544 Fax: 972-9-9605544
yuvalr@MTLK.com amor@MTLK.com


 METALINK REPORTS Q1 2008 RESULTS

 RECENTLY RECEIVED VOLUME PRODUCTION PURCHASE ORDER FOR
 TOP-TIER GLOBAL OEM OF WIRELESS ROUTERS

YAKUM, ISRAEL, MAY 20, 2008 - Metalink Ltd. (NASDAQ: MTLK), a global provider
and developer of high-performance wireless and wireline broadband communication
silicon solutions, today announced results for the first quarter ended March 31,
2008.

In parallel, the Company today announced that it has recently received a
purchase order from an ODM in Taiwan that will start shipping next month. This
ODM will be shipping Metalink-enabled products to a top-tier global OEM of Wi-Fi
routers in the U.S.

FINANCIAL RESULTS

Revenues for the first quarter of 2008 were $0.7 million, which consisted
entirely of legacy DSL sales. This compared to sales of $2.3 million for the
first quarter of 2007. Net loss for the period was $(9.8) million, or $(0.42)
per share, compared to $(4.9) million, or $(0.25) per share for the first
quarter of 2007. Net loss for the first quarter of 2008 includes stock-based
compensation expenses of $0.5 million.

Metalink's cash, cash equivalents, short and long-term investments as of March
31, 2008 were $19.1 million compared to $26.7 million as of December 31, 2007.

COMMENTS OF MANAGEMENT

Metalink's CEO, Tzvika Shukhman, commented, "We are very excited by the order we
have recently received for a top-tier global OEM of wireless routers. This order
is of particular importance as it validates the superiority of our
802.11n-compliant product vs. the competition, and is a solid indication of our
readiness to ship volume quantities. We are optimistic that our additional
design-ins at this top-tier OEM, as well as at other leading OEMs, will soon
materialize into revenues. "



METALINK'S FIRST QUARTER 2008 CONFERENCE CALL will be broadcast "live" in
listen-only mode via its website on Tuesday, May 20, at 9:00 AM EDT.

ABOUT METALINK

Metalink Ltd. (NASDAQ: MTLK) is a leading provider of high performance wireless
and wireline broadband communication silicon solutions. Metalink's WLAN and DSL
technologies are designed to enable true broadband connectivity in every home,
and its products revolutionize the broadband experience by facilitating the
convergence of telecommunication, networking and entertainment.

Metalink's WLANPLUS(TM) is a high-throughput, 802.11n-draft-compliant wireless
LAN technology optimized for the networked home entertainment environment.
Featuring advanced MIMO technology and full support of QoS, and operating in
both 2.4GHz and 5GHz bands, WLANPLUS enables multi-room networking of multiple
high-definition video streams. In addition, Metalink offers a broad range of
symmetric DSL and VDSL products used by operators as a cost-effective network
upgrade to support triple-play services.

Headquartered in Yakum, Israel, the company has design centers in USA (Atlanta,
GA) and Taiwan, and sales offices in USA (Atlanta, GA), South Korea, Japan,
China and Taiwan. Further information is available at http://www.MTLK.com

 ----------

This press release contains "forward looking" information within the meaning of
the United States securities laws that involve risks and uncertainties that
could cause actual results to differ materially from those in the forward
looking statements. Additional factors that could cause actual results to differ
materially from these forward-looking statements are set forth from time to time
in Metalink's filings with the Securities and Exchange Commission, including
Metalink's Annual Report in Form F-20. Readers are cautioned not to place undue
reliance on forward-looking statements. The Company undertakes no obligation to
republish or revise forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrences of
unanticipated events. The Company cannot guarantee future results, events, and
levels of activity, performance, or achievements.

 (TABLES FOLLOW)





 METALINK LTD.

 CONSOLIDATED BALANCE SHEETS


 MARCH 31, DECEMBER 31,
 --------- ---------
 2008 2007
 --------- ---------
 (UNAUDITED)
 ---------
 (IN THOUSANDS EXCEPT SHARE DATA)
 --------------------------




ASSETS
CURRENT ASSETS
 Cash and cash equivalents $ 3,967 $ 7,291
 Short-term investments 14,357 17,233
 Trade accounts receivable 263 677
 Other receivables 1,209 2,284
 Prepaid expenses 518 456
 Inventories 2,250 1,765
 --------- ---------
 Total current assets 22,564 29,706
 --------- ---------

LONG-TERM INVESTMENTS 766 2,200
 --------- ---------

SEVERANCE PAY FUND 2,758 2,534
 --------- ---------

PROPERTY AND EQUIPMENT, NET 4,542 4,182
 ========= =========
 Total assets $ 30,630 $ 38,622
 ========= =========




LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
 Trade accounts payable $ 2,522 $ 1,564
 Other payables and accrued expenses 5,094 4,979
 --------- ---------
 Total current liabilities 7,616 6,543
 --------- ---------

ACCRUED SEVERANCE PAY 4,032 3,748
 --------- ---------

SHAREHOLDERS' EQUITY
 Ordinary shares of NIS 0.1 par value (Authorized - 50,000,000
 shares, issued and outstanding - 24,388,232 and 24,377,232 shares
 as of March 31, 2008 and December 31, 2007, respectively) 701 701
 Additional paid-in capital 155,176 154,703
 Accumulated other comprehensive loss 11 48
 Accumulated deficit (127,021) (117,236)
 --------- ---------
 28,867 38,216
 --------- ---------

 Treasury stock, at cost; 898,500 as of
 March 31, 2008 and December 31, 2007 (9,885) (9,885)
 --------- ---------
 Total shareholders' equity 18,982 28,331
 ========= =========
 Total liabilities and shareholders' equity $ 30,630 $ 38,622
 ========= =========



 METALINK LTD.

 CONSOLIDATED STATEMENTS OF OPERATIONS

 THREE MONTHS ENDED MARCH 31,
 --------------------------------
 2008 2007
 ------------ ------------
 (UNAUDITED) (UNAUDITED)
 ------------ ------------
 (IN THOUSANDS,
 EXCEPT SHARE AND PER SHARE DATA)
 --------------------------------

Revenues $ 660 $ 2,346
 ------------ ------------
Cost of revenues:
 Costs and expenses 504 1,094
 Royalties to the Government of Israel 23 72
 ------------ ------------
 Total cost of revenues 527 1,166
 ============ ============

 GROSS PROFIT 133 1,180

Operating expenses:
 Gross research and development 8,492 5,180
 Less - Royalty bearing and other grants 798 584
 ------------ ------------
 Research and development, net 7,694 4,596
 ------------ ------------

 Selling and marketing 1,757 1,316
 General and administrative 708 531
 ------------ ------------
 Total operating expenses 10,159 6,443
 ============ ============

 OPERATING LOSS (10,026) (5,263)

Financial income, net 241 314
 ------------ ------------

 NET LOSS $ (9,785) $ (4,949)
 ============ ============

Loss per ordinary share:
Basic $ (0.42) $ (0.25)
 ============ ============

Diluted $ (0.42) $ (0.25)
 ============ ============

Shares used in computing loss per ordinary share:
Basic 23,486,726 19,810,888
 ============ ============

Diluted 23,486,726 19,810,888
 ============ ============

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