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 July 2005

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 ý     Form 40-F o

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 o  No ý

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

1. Press release dated July 27, 2005.

The information contained in this Report on Form 6-K is hereby incorporated by reference into the Registration Statement on Forms F-3 No. 333-104147, and No. 333-13806.

2

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.

Date: July 27, 2005	By:	/s/ Yuval Ruhama
			Yuval Ruhama
			Vice President Finance
			METALINK LTD.

3

EX-99

Exhibit 99

Yuval Ruhama	Tal Danziger
Vice President of Finance	Marketing Communications Manager
Metalink Ltd.	Metalink Ltd.
Tel: 972-9-9605395	Tel: 972-9-9605401
Fax: 972-9-9605544	Fax: 972-9-9605544
yuvalr@metalinkbb.com	tald@metalinkbb.com

Metalink Reports Second Quarter Results

Yakum, Israel, July 27, 2005 - Metalink Ltd. (NASDAQ:  MTLK), a global provider and developer of high performance wireline and wireless broadband communication silicon solutions, today announced results for the second quarter ended June 30, 2005.

For the second quarter ended June 30, 2005, revenues were $2.95 million, approximately equal to the revenues of the first quarter of 2005, and compared to $6.0 million for the second quarter of 2004.  Net loss for the second quarter of 2005 was $4.5 million, or $(0.23) per share, compared to net loss of $5.3 million, or $(0.27) per share, for the first quarter of 2005 and net loss of $2.9 million, or $(0.15) per share, for the second quarter of 2004.

Metalink’s cash, cash equivalents, short and long-term investments at the end of the second quarter of 2005 were $39.6 million.

Second quarter revenues reflect continuous demand for legacy DSL products, together with a slowdown in VDSL revenues from major operators in the Asia-Pacific region, due to the extension of their next generation access technology evaluation processes.

Commenting on the results, Metalink’s Chairman and CEO, Tzvika Shukhman, said, “While we are disappointed with the extension of the trials in APAC, we are confident that our highest-performance 100Mbps VDSL offering, together with our strong partnerships, position us well to address the region’s next deployment cycle.  As a result of uncertainty with respect to the exact timing of these new deployments, we have elected to update our 2005 revenue guidance to the range of $15 million to $23 million.

Mr. Shukhman continued, “During the quarter we unveiled our groundbreaking WLANPlus™ chipset designed to address home wireless-rich media distribution applications.  The total market for 802.11n chipsets is forecasted

	www.MetalinkBB.com Yakum Business Park 60972,Israel Tel:+972-9-960555 Fax:+972-9-960399

to exceed $150 million in 2006 and $500 million in 2007.  We are excited by the opportunity to become a dominant player in this market, given our cutting-edge technology, early mover advantage, top-quality alpha partners and favorable market acceptance of our recently announced product.”

About Metalink

Metalink Ltd. (NASDAQ: MTLK) develops high performance silicon solutions revolutionizing the broadband experience by facilitating the convergence of telecommunication, networking and entertainment. Metalink’s DSL and WLAN technologies are designed to enable true broadband connectivity in every home.

Metalink’s DSL products offer service providers a cost-effective network upgrade to support triple-play services. Using Metalink’s innovative VDSL technologies operators can deliver fiber-like speeds over existing copper infrastructure. Metalink’s chipsets are deployed in millions of DSL lines by leading service providers worldwide.

Metalink aims to redefine the home broadband experience by introducing WLANPlus™ – a high-throughput wireless LAN technology, 5-10 times faster than currently available wireless LAN 802.11a/b/g technologies. Featuring MIMO technology adopted by the 802.11n standardization, WLANPlus enables room-to-room networking of multiple high-definition video streams.

Metalink is a fabless semiconductor company headquartered in Yakum, Israel. The company has subsidiaries in Atlanta, South Korea, and Japan as well as offices in Beijing, China. Further information is available at http://www.metalinkbb.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

	June 30, 2005			December 31, 2004
	(Unaudited)
	(in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	1,917		$	12,239
Short-term investments	22,757			16,191
Trade accounts receivable	2,948			4,228
Other receivables	2,295			2,201
Prepaid expenses	1,104			801
Inventories	5,999			4,861
Total current assets	37,020			40,521
Long-term investments	14,944			22,639
Severance pay fund	1,885			1,897
Property and equipment, net	4,446			4,746
	$	58,295		$	69,803
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Trade accounts payable	$	791		$	2,323
Other payables and accrued expenses	3,966			4,354
Total current liabilities	4,757			6,677
Accrued severance pay	2,952			2,836
Shareholders’ equity
Ordinary shares of NIS 0.1 par value (Authorized - 50,000,000 shares, issued and outstanding - 20,224,781 and 20,174,748 shares as of June 30, 2005 and December 31, 2004, respectively)	604			603
Additional paid-in capital	130,302			130,134
Deferred stock compensation	(11		)	(20		)
Accumulated other comprehensive loss	(227		)	(137		)
Accumulated deficit	(70,197		)	(60,405		)
	60,471			70,175
Treasury stock, at cost; 898,500 as of
June 30, 2005 and December 31, 2004	(9,885		)	(9,885		)
Total shareholders’ equity	50,586			60,290
	$	58,295		$	69,803

METALINK LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three months ended June 30,						Six months ended June 30,
	2005			2004			2005			2004
	(Unaudited)						(Unaudited)
	(in thousands, except share and per share data)
Revenues	$	2,949		$	6,010		$	5,950		$	11,322
Cost of revenues:
Costs and expenses	1,634			3,324			3,155			5,813
Royalties to the Government of Israel	79			163			150			315
Total cost of revenues	1,713			3,487			3,305			6,128
Gross profit	1,236			2,523			2,645			5,194
Operating expenses:
Gross research and development	4,882			4,694			10,226			8,956
Less - Royalty bearing and other grants	806			1,095			1,741			1,824
Research and development, net	4,076			3,599			8,485			7,132
Selling and marketing	1,518			1,566			3,253			3,124
General and administrative	453			546			1,304			1,194
Non-cash compensation	3			61			12			164
Total operating expenses	6,050			5,772			13,054			11,614
Operating loss	(4,814		)	(3,249		)	(10,409		)	(6,420		)
Financial income, net	305			326			617			686
Net loss	$	(4,509	)	$	(2,923	)	$	(9,792	)	$	(5,734	)
Loss per ordinary share:
Basic	$	(0.23	)	$	(0.15	)	$	(0.51	)	$	(0.30	)
Diluted	$	(0.23	)	$	(0.15	)	$	(0.51	)	$	(0.30	)
Shares used in computing loss per ordinary share:
Basic	19,300,303			19,086,819			19,288,850			19,031,041
Diluted	19,300,303			19,086,819			19,288,850			19,031,041