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 February 2009

 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.
333-152119, 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 February 25, 2009.




 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: February 25, 2009 By: /s/ Yuval Ruhama
 --------------------
 Yuval Ruhama
 Chief Financial Officer



Yuval Ruhama
CFO
Metalink Ltd.
Tel: 972-9-9605555
Fax: 972-9-9605544
yuvalr@MTLK.com

METALINK RECEIVES DEFICIENCY LETTER FROM NASDAQ; WILL APPLY TO TRANSFER LISTING
TO NASDAQ CAPITAL MARKET; STOCK WILL CONTINUE TO TRADE ON NASDAQ GLOBAL MARKET
PENDING DETERMINATION ON TRANSFER APPLICATION

YAKUM, ISRAEL, FEBRUARY 25, 2009 - Metalink Ltd. (NASDAQ: MTLK), a global
provider and developer of high-performance broadband communication silicon
solutions, today announced that on February 19, 2009 it received a NASDAQ Staff
Determination letter indicating that Metalink has failed to comply with the
minimum $10,000,000 stockholders' equity requirement for continued listing on
the NASDAQ Global Market, as set forth in NASDAQ's Marketplace Rule 4450(a)(3),
and that Metalink's securities are therefore subject to delisting from the
NASDAQ Global Market.

The NASDAQ Letter provides Metalink certain alternatives, including to request
to transfer the listing of its ordinary shares to the NASDAQ Capital Market, no
later than March 6, 2009, provided the Company meets the criteria for continued
listing thereon, other than the minimum $1.00 bid price requirement. After
considering the alternatives, Metalink determined to apply to transfer the
listing of its securities to the NASDAQ Capital Market. Under NASDAQ rules, in
order to qualify for such a transfer, Metalink must have stockholders equity of
not less than $2.5 million, must have not less than 500,000 shares held by
public stockholders other than officers, directors or 10% beneficial
stockholders and must meet other requirements described at
www.nasdaq.com/about/FAQsPhaseDown.stm

Until Metalink's request is decided, Metalink's stock will continue to trade on
the NASDAQ Global Market under the MTLK symbol.

NASDAQ Capital Market is one of the three tiers for NASDAQ-listed securities and
includes over 400 companies. Companies listed on NASDAQ Capital Market must
comply with the same corporate governance standards applicable to companies
listed on The NASDAQ Global Market. The NASDAQ Capital Market operates in
substantially the same manner as The NASDAQ Global Market and following
transfer, Matelink's shares are expected to continue to trade under the symbol
"MTLK".




ABOUT METALINK

Metalink Ltd. (NASDAQ: MTLK) is a 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.

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 the transfer to the NASDAQ
Capital Market, 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 timely available to us which may lead to
insolvency; our inability to regain compliance with 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.


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