- 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 March 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 exhibits are included in this Report on Form 6-K and incorporated
herein by reference:

1. Press release dated March 31, 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: March 31, 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 GOING CONCERN QUALIFICATION

 CASH AND CASH EQUIVALENTS AS OF THE END OF THE FIRST QUARTER OF 2009
 ARE EXPECTED TO BE $8.5 MILLION

YAKUM, ISRAEL, MARCH 31, 2009 - Metalink Ltd. (NASDAQ: MTLK), a global provider
and developer of high-performance broadband communication silicon solutions,
today announced that its financial statements for the year ended December 31,
2008 included in its report on Form 6-K filed today with the U.S. Securities and
Exchange Commission (SEC), contained a going concern qualification received from
its independent auditors, Brightman Almagor & Co., a member of Deloitte Touche
Tohmatsu.

Metalink has significantly reduced its operating expenses in recent quarters,
and expects to continue to monitor its operating expenses closely. Metalink's
cash, cash equivalents and short term investments as of March 31, 2009 are
expected to be approximately $8.5 million, compared to $5.8 million as of
December 31, 2008.

As disclosed in January 2009, Metalink drew an additional $2.25 million under
the $8 million loan agreement with an institutional investor. The total amount
drawn to date under the loan agreement is $5.75 million, all of which is due for
repayment in September 2009. The Company has the option, subject to certain
conditions, including conditions relating to its strategic processes and cash
balance, to draw the balance of $2.25 million by the end of the second quarter
of 2009.

Metalink also reported that it has recently retained the investment banking firm
of Oppenheimer & Co. Inc. as its financial advisor in connection with its
previously disclosed efforts to raise additional financing or pursue other
strategic alternatives.

IMPORTANT NOTE

This announcement is being made, among others, to comply with Nasdaq Marketplace
Rule 4350(b)(1)(B), which requires separate disclosure of receipt of an audit
opinion that contains a going concern qualification. This announcement does not
represent any change or amendment to Metalink's 2008 financial statements.
Further information regarding the going concern qualification as well as
management discussion and analysis of Metalink's financial condition and
operating results is contained in Metalink's Report on Form 6-K filed today with
the SEC.



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 change 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 possible strategic alternatives, 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 SEC, 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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