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 September 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 September 9, 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: September 9, 2008 By: /s/ Yuval Ruhama
 -----------------------
 Yuval Ruhama
 Chief Financial Officer


Yuval Ruhama
CFO
Metalink Ltd.
Tel: 972-9-9605395
Fax: 972-9-9605544
yuvalr@MTLK.com

 METALINK REPORTS Q2 2008 RESULTS

 -- COST REDUCTION EFFORTS CONTINUE --

YAKUM, ISRAEL, SEPTEMBER 9, 2008 - Metalink Ltd. (NASDAQ: MTLK), a global
provider and developer of high-performance broadband communication silicon
solutions, today announced its unaudited financial results for the second
quarter ended June 30, 2008. In addition, the Company provided additional
details regarding its latest cost reduction plan.

FINANCIAL RESULTS

Revenues for the second quarter of 2008 were $2.7 million, the vast majority of
which consisted of legacy DSL sales. This compared to sales of $2.5 million for
the second quarter of 2007. Net loss for the period was $(6.6) million, or
$(0.28) per share, compared to $(5.6) million, or $(0.28) per share for the
second quarter of 2007. Net loss for the second quarter of 2008 includes
stock-based compensation expenses of $0.5 million.

For the first six months of 2008, revenues were $3.3 million, the vast majority
of which consisted of legacy DSL sales. This compared to sales $4.9 million for
the first half of 2007. Net loss for the first six months of 2008 was $(16.4)
million, or $(0.70) per share, compared to a net loss of $(10.6) million, or
$(0.53) per share, for the first six months of 2007.

Metalink's cash, cash equivalents, short and long-term investments as of June
30, 2008 were $9.5 million. This amount includes approximately $0.8 million of
auction rate securities which are pledged to secure a credit line of $0.4
million.


As previously reported Metalink has gone through a restructuring process that
will reduce the operating expenses to approximately $4M in the first quarter of
2009 (excluding one time charges, such as restructuring and severance costs, and
stock-based compensation expense).

This cost reduction process includes a significant decrease in the Company's
workforce and several management changes. These include the departure of several
executive officers and the elimination of a number of management positions
including Chief Operating Officer. In addition, during the quarter the Company
closed its design center in Atlanta and its sales and marketing offices in
China, Korea and Japan.

While funding and restructuring has been a major focus of Metalink during the
second and third quarters, we continued to make significant inroads into the
emerging 802.11n video streaming market as demonstrated by a number of
evaluations and initial deployments. These include:

 -- a major Telco in the US, which successfully evaluated Metalink's
 chipsets in field trials thereby triggering design activity by its Top-Tier IP
 Set-Top Box provider and its Top-Tier Set-Top Box provider;

 -- a major DBS service provider, which is preparing trials with a European
 OEM utilizing a Metalink-based IPTV Set-Top Box and Top-Tier US OEM Video
 Bridge; and

 -- a leading European service provider which has selected a Metalink-based
 Video Bridge for IPTV deployment beginning in 2008.

Commenting on the results, Mr. Tzvi Shukhman, Metalink's CEO, said, "As we
announced on July 27, we continue to explore strategic options for developing
Metalink towards the future, including beneficial partnerships with major market
players as well as long term strategic funding options. The combination of the
significant cost reductions that we are implementing and the interim funding
announced today will allow us to maintain optimal flexibility as we evaluate our
options. We are cautiously optimistic that the measures we have taken will allow
us to maximize shareholder value."

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

ABOUT METALINK

Metalink Ltd. (NASDAQ: MTLK) is a provider of high performance 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.

Further information is available at http://www.MTLK.com

 ----

SAFE HARBOR STATEMENT

This press release contains "forward looking statements" within the meaning of
the United States securities laws. Words such as "aim," "expect," "estimate,"
"project," "forecast," "anticipate," "intend," "plan," "may," "will," "could,"
"should," "believe," "predicts," "potential," "continue," and similar
expressions are intended to identify such forward-looking statements. For
example, when we discuss our expectation regarding strategic options, we are
using a forward looking statement. Because such statements deal with future
events, they are subject to various risks and uncertainties that could cause
actual results to differ materially from those in the forward looking
statements. Factors that could cause or contribute to such differences include,
but are not limited to: our need to raise additional funds in order for us to
implement our current business plan, including our liquidity requirements, which
funds may not be available to us; our inability to satisfy Nasdaq's requirements
for continued listing; any unforeseen developmental or technological
difficulties with regard to our products; changes in the competitive landscape,
including new competitors or the impact of competitive pricing and products; and
the impact on revenues of economic and political uncertainties and weaknesses in
various regions of the world, including the commencement or escalation of
hostilities or acts of terrorism. 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. Except as
required by applicable law, 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

 JUNE 30, DECEMBER 31,
 --------- ---------
 2 0 0 8 2 0 0 7
 --------- ---------
 (UNAUDITED)
 ---------
 (IN THOUSANDS, EXCEPT SHARE DATA)
 ---------------------------------




ASSETS
CURRENT ASSETS
 Cash and cash equivalents $ 2,799 $ 7,291
 Short-term investments 5,966 17,233
 Trade accounts receivable 1,261 677
 Other receivables 1,030 2,284
 Prepaid expenses 456 456
 Inventories 2,611 1,765
 --------- ---------
 Total current assets 14,123 29,706
 --------- ---------

LONG-TERM INVESTMENTS 756 2,200
 --------- ---------

SEVERANCE PAY FUND 2,085 2,534
 --------- ---------

PROPERTY AND EQUIPMENT, NET 4,245 4,182
 ========= =========

 $ 21,209 $ 38,622
 ========= =========




LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
 Trade accounts payable $ 1,089 $ 1,564
 Other payables and accrued expenses 4,214 4,979
 --------- ---------
 Total current liabilities 5,303 6,543
 --------- ---------

ACCRUED SEVERANCE PAY 3,185 3,748
 --------- ---------

SHAREHOLDERS' EQUITY
 Ordinary shares of NIS 0.1 par value (Authorized - 50,000,000
 shares, issued and outstanding 24,389,232 and 24,377,232 shares
 as of June 30, 2008 and December 31, 2007, respectively) 701 701
 Additional paid-in capital 155,627 154,703
 Accumulated other comprehensive income (loss) (56) 48
 Accumulated deficit (133,666) (117,236)
 --------- ---------
 22,606 38,216
 --------- ---------

 Treasury stock, at cost; 898,500 as of
 June 30, 2008 and December 31, 2007 (9,885) (9,885)
 --------- ---------
 Total shareholders' equity 12,721 28,331
 --------- ---------
 Total liabilities and shareholders' equity $ 21,209 $ 38,622
 ========= =========



 METALINK LTD.

 CONSOLIDATED STATEMENTS OF OPERATIONS

 THREE MONTHS ENDED SIX MONTHS ENDED
 JUNE 30, JUNE 30,
 --------------------------------- ---------------------------------
 2 0 0 8 2 0 0 7 2 0 0 8 2 0 0 7
 ------------ ------------ ------------ ------------
 (UNAUDITED) (UNAUDITED)
 --------------------------------- ---------------------------------
 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Revenues $ 2,673 $ 2,539 $ 3,333 $ 4,885
Cost of revenues:
Costs and expenses 900 1,312 1,404 2,406
Royalties to the Government of Israel 82 68 105 140
 ------------ ------------ ------------ ------------
Total cost of revenues 982 1,380 1,509 2,546
 ============ ============ ============ ============

GROSS PROFIT 1,691 1,159 1,824 2,339
 ------------ ------------ ------------ ------------

Operating expenses:
Gross research and development 6,563 5,542 15,055 10,722
Less - Royalty bearing and other grants 138 506 936 1,090
 ------------ ------------ ------------ ------------
Research and development, net 6,425 5,036 14,119 9,632
 ------------ ------------ ------------ ------------

Selling and marketing 1,353 1,391 3,110 2,707
General and administrative 735 614 1,443 1,145
 ------------ ------------ ------------ ------------
Total operating expenses 8,513 7,041 18,672 13,484
 ============ ============ ============ ============

OPERATING LOSS (6,822) (5,882) (16,848) (11,145)

Financial income, net 177 256 418 570
 ------------ ------------ ------------ ------------

NET LOSS $ (6,645) $ (5,626) $ (16,430) $ (10,575)
 ============ ============ ============ ============

Loss per ordinary share:
Basic $ (0.28) $ (0.28) $ (0.70) $ (0.53)
 ============ ============ ============ ============

Diluted $ (0.28) $ (0.28) $ (0.70) $ (0.53)
 ============ ============ ============ ============

Shares used in computing loss per
ordinary share:
Basic 23,490,643 19,916,856 23,498,760 19,864,665
 ============ ============ ============ ============

Diluted 23,490,643 19,916,856 23,498,760 19,864,665
 ============ ============ ============ ============

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