As filed with the Securities and Exchange Commission on February 12, 2004
                            Registration No. ________
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  Metalink Ltd.
             (Exact Name of Registrant as Specified in its Charter)
          Israel                                               N/A
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)
                               Yakum Business Park
                               Yakum 60972, Israel
                                 972-9-960-5555

               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                  2003 INTERNATIONAL EMPLOYEE STOCK OPTION PLAN
                             2003 SHARE OPTION PLAN

                              (Full Title of Plan)


                                J.Francois Crepin
                                    Metalink Inc.
                              150C Lake Forest Way
                            Folsom, California 95630
                                  916-355-1580

                     (Name and Address, Including Zip Code,
             and Telephone Number, Including Area Code, of Agent For
                                    Service)

                                   Copies to:
                               Bruce Dravis, Esq.
                                Downey Brand LLP
                          555 Capitol Mall, 10th Floor
                              Sacramento, CA 95814
                            Telephone: (916) 444-1000
                            Facsimile: (916) 444-2100




<TABLE>
<CAPTION>




                                                       CALCULATION OF REGISTRATION FEE
<S>                        <C>                       <C>               <C>               <C>

Title of                   Amount                    Proposed          Proposed
Amount of
Securities to              to Be                     Maximum           Maximum          Registration
Be Registered              Registered (1)            Offering          Aggregate        Fee (3)
                                                     Price Per         Offering
                                                     Share (2)         Price (2)
Ordinary shares, par
value NIS 0.10 per share   120,000                   $8.19             $ 982,000        $124.52

Ordinary shares, par
value NIS 0.10 per share   550,000                   $8.19             $4,504,500       $570.72

Total                      670,000                   $8.19             $5,487,300       $696.24
</TABLE>

         (1) Includes 120,000 ordinary shares issuable pursuant to the exercise
of options under the
         2003 International Employee Stock Option Plan; and 550,000 ordinary
         shares issuable pursuant to the exercise of options under the 2003
         Share Option Plan; plus such indeterminate number of ordinary shares as
         may be issued to prevent dilution resulting from stock dividends, stock
         splits or similar transactions in accordance with Rule 416 under the
         Securities Act of 1933.

(2)      Computed solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
         based upon the average of the high and low prices of the ordinary
         shares of Metalink Ltd. as quoted on the Nasdaq National Market on
         February 10, 2004.

(3)      The offering of shares under registration statement 333-12064 by
         Metalink, Ltd. (originally filed May 31, 2000, and amended July 24,
         2001) is hereby terminated with respect to 450,000 shares under that
         registration statement, and the registration fees with respect to such
         450,000 unsold shares pursuant to that prior registration statement are
         applied to offset the filing fees due under this registration statement
         pursuant to Rule 457(p) under the Securities Act of 1933, as amended.




<PAGE>




                                EXPLANATORY NOTE

         This Registration Statement on Form S-8 registers 120,000 ordinary
shares, par value NIS 0.10 per share, of Metalink Ltd. ("Shares") for issuance
in connection with Metalink's 2003 International Employee Stock Option Plan; and
550,000 Shares for issuance in connection with Metalink's 2003 Share Option
Plan. An earlier Registration Statement on Form S-8, as filed with the
Securities and Exchange Commission on May 31, 2000, Registration No. 333-12064,
is hereby amended pursuant to SEC Rule 429 by this filing.








<PAGE>




                                                                       PART I

                     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                                                            EXPLANATORY NOTE

         As permitted by the rules of the Securities and Exchange Commission,
this Registration Statement omits the information specified in Part I of Form
S-8.

                                                                        PART II

                     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant, Metalink, Ltd., a company
organized under the laws of the State of Israel (the "Company"), pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this registration statement:


         o         The Company's Annual Report on Form 20-F for the fiscal year
                   ended December 31, 2002, filed June 30, 2003;

         o         The Company's Reports on Form 6-K filed with the Commission
                   on July 24, 2003, October 23, 2003, January 8, 2004 and
                   January 27, 2004, and any amendments thereto;

         o         The description of the Company's ordinary shares contained in
                   the Company's Registration Statement on Form 8-A, filed with
                   the Commission on November 29, 1999, including any other
                   amendment or report filed for the purpose of updating such
                   description; and

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares offered hereby have
been sold or which deregisters all then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this



<PAGE>



registration statement.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under the Companies Law, an Israeli company may not exempt an office
holder from liability with respect to a breach of his duty of loyalty, but may
exempt in advance an office holder from his liability to the company, in whole
or in part, with respect to a breach of his duty of care.

Office Holder Insurance

         The Company's articles of association provide that, subject to the
provisions of the Companies Law, the Company may enter into a contract for the
insurance of the liability of any of the Company's office holders with respect
to:

        o         a breach of his duty of care to it or to another person;

         o         a breach of his duty of loyalty to the Company, provided that
                   the office holder acted in good faith and had reasonable
                   cause to assume that his act would not prejudice the
                   Company's interests; or

         o a financial liability imposed upon him in favor of another person
concerning an act performed by him in his capacity as an office holder.

Indemnification of Office Holders

         The Company's articles of association provide that the Company may
indemnify an office holder against:

         o a financial liability imposed on him in favor of another person by
any judgment, including a settlement or an arbitrator's award approved by a
court concerning an act performed in his capacity as an office holder; and

         o reasonable litigation expenses, including attorneys' fees, expended
by the office holder or charged to him by a court, in proceedings the Company
institutes against him or



<PAGE>



instituted on the Company's behalf or by another person, or in a criminal charge
from which he was acquitted, or a criminal charge in which he was convicted for
a criminal offense that does not require proof of intent, in each case relating
to an act performed in his capacity as an office holder.

         Under the new Companies Law, these provisions are subject to
shareholder approval.

Limitations on Insurance and Indemnification

         The Companies Law provides that a company may not indemnify an office
holder nor enter into an insurance contract which would provide coverage for any
monetary liability incurred as a result of any of the following:

         o         a breach by the office holder of his duty of loyalty unless
                   the office holder acted in good faith and had a reasonable
                   basis to believe that the act would not prejudice the
                   company;

o a breach  by the  office  holder  of his duty of care if the  breach  was done
intentionally or recklessly;

o any act or  omission  done  with the  intent to  derive  an  illegal  personal
benefit; or

        o         any fine levied against the office holder.

         In addition, under the Companies Law, indemnification of, and
procurement of insurance coverage for, the Company's office holders must be
approved by the Company's audit committee and the Company's board of directors
and, in specified circumstances, by the Company's shareholders.

         We have obtained director's and officer's liability insurance. In
addition the Company entered into indemnification agreements with the Company's
directors and executive officers in accordance with the Company's articles of
association. The Company has never had the occasion to indemnify any of the
Company's office holders.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable

ITEM 8. EXHIBITS.

         The exhibits filed with or incorporated into this annual report are
listed on the index of exhibits below.

Exhibit No.       Description



<PAGE>




4.10     2003 International Employee Stock Option Plan. (filed herewith)

4.11     2003 Share Option Plan.  (filed herewith)

5.1 Opinion of  Goldfarb,  Levy,  Eran & Co. with respect to the legality of the
securities being offered. (filed herewith)

23.1 Consent of Brightman Almagor & Co., independent auditors. (filed herewith)

23.3 Consent of Goldfarb,  Levy,  Eran & Co.  (Included in the opinion  filed as
Exhibit 5). (filed herewith)

24.1 Power of Attorney  (included  on the  signature  page to this  registration
statement).

ITEM 9.  UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;

         (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities



<PAGE>



being registered which remain unsold at the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities and Exchange
Act of 1934) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.







<PAGE>




                                                                SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the city of Yakum, state of Israel, on this 12thday of February,
2004


                                        Metalink Ltd.


                                        By:________________________________
                                           Name:  Tzvi Shukhman
                                           Title:   Chief Executive Officer &
                                                    Chairman of the Board




<PAGE>





                                                    POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Tzvi Shukhman and J. Francois Crepin, and
each of them, his/her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him/her and in his/her name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his/her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<S>                                 <C>                                               <C>

               Signature                             Title                              Date


/S/TZVI SHUKMAN__________           Chief Executive Officer and                 February 12, 2004
Tzvi Shukman                        Chairman of the Board of
                                            Directors (principal executive
                                    Officer).

/S/J. FRANCOIS CREPIN____           President, Member of the Office             February 12, 2004
J. Francois Crepin                          of the CEO and Director.


/S/ OFER LAVIE___________           Chief Financial Officer (principal          February 12, 2004
Ofer Lavie                                  Financial and accounting officer).


/S/ UZI ROZENBERG _______           Director                                    February 12, 2004
Uzi Rozenberg


/S/ MEIR BAR-EL__________           Director                                    February 12, 2004
Meir Bar - El





<PAGE>



/S/ SARIT WEISS-FIRON____           Director                                    February 12, 2004
Sarit Weiss - Firon


_________________________           Director                                    February 12, 2004
Efi Shenhar


_________________________           Director                                    February 12, 2004
Joe Markee


_________________________           Director                                    February 12, 2004
Syrus Madavi


Authorized Representative                                                        February 12, 2004
in the United States

METALINK INC.

/s/J.FRANCOIS CREPIN
--------------------------
J. Francois Crepin, President

</TABLE>











<PAGE>

EXHIBIT 23.1

                                            CONSENT OF INDEPENDENT AUDITORS


         We consent to the incorporation by reference in the Registration
Statement (Form S-8) of Metalink Ltd. pertaining to the International Employee
Stock Option Plan, the 2003 International Employee Stock Option Plan, and the
2003 Share Option Plan, of our report, dated January 27, 2003, with respect to
the consolidated financial statements and schedules of Metalink Ltd. for the
year ended December 31, 2002 included in its Annual Report on Form 20-F, and
filed with the Securities and Exchange Commission.



/S/
--------------------------------------
BRIGHTMAN ALMAGOR & CO
Certified Public Accountants (Israel)
A member of Deloitte Touche Tohmatsu



February 12, 2004




<PAGE>
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{"company-data": {"conformed-name": "METALINK LTD", "cik": "0001098462", "assigned-sic": "3674", "irs-number": "000000000", "state-of-incorporation": "L3", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112755", "film-number": "04591715"}, "business-address": {"street1": "YAKUM BUSINESS PARK", "city": "YAKUM ISRAEL", "state": "L3", "zip": "60972", "phone": "97299605388"}, "mail-address": {"street1": "YAKUM BUSINESS PARK", "city": "YAKUM ISRAEL", "state": "L3", "zip": "60972"}}
As filed with the Securities and Exchange Commission on February 12, 2004
                            Registration No. ________
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  Metalink Ltd.
             (Exact Name of Registrant as Specified in its Charter)
          Israel                                               N/A
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)
                               Yakum Business Park
                               Yakum 60972, Israel
                                 972-9-960-5555

               (Address, Including Zip Code, and Telephone Number,
        including Area Code, of Registrant's Principal Executive Offices)

                  2003 INTERNATIONAL EMPLOYEE STOCK OPTION PLAN
                             2003 SHARE OPTION PLAN

                              (Full Title of Plan)

                                J.Francois Crepin
                                    Metalink Inc.
                              150C Lake Forest Way
                            Folsom, California 95630
                                  916-355-1580

                     (Name and Address, Including Zip Code,
             and Telephone Number, Including Area Code, of Agent For
                                    Service)

                                   Copies to:
                               Bruce Dravis, Esq.
                                Downey Brand LLP
                          555 Capitol Mall, 10th Floor
                              Sacramento, CA 95814
                            Telephone: (916) 444-1000
                            Facsimile: (916) 444-2100
CALCULATION OF REGISTRATION FEE
Title of                   Amount                    Proposed          Proposed
Amount of
Securities to              to Be                     Maximum           Maximum          Registration
Be Registered              Registered (1)            Offering          Aggregate        Fee (3)
                                                     Price Per         Offering
                                                     Share (2)         Price (2)
Ordinary shares, par
value NIS 0.10 per share   120,000                   $8.19             $ 982,000        $124.52

Ordinary shares, par
value NIS 0.10 per share   550,000                   $8.19             $4,504,500       $570.72

Total                      670,000                   $8.19             $5,487,300       $696.24
(1) Includes 120,000 ordinary shares issuable pursuant to the exercise
of options under the
         2003 International Employee Stock Option Plan; and 550,000 ordinary
         shares issuable pursuant to the exercise of options under the 2003
         Share Option Plan; plus such indeterminate number of ordinary shares as
         may be issued to prevent dilution resulting from stock dividends, stock
         splits or similar transactions in accordance with Rule 416 under the
         Securities Act of 1933.

(2)      Computed solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
         based upon the average of the high and low prices of the ordinary
         shares of Metalink Ltd. as quoted on the Nasdaq National Market on
         February 10, 2004.

(3)      The offering of shares under registration statement 333-12064 by
         Metalink, Ltd. (originally filed May 31, 2000, and amended July 24,
         2001) is hereby terminated with respect to 450,000 shares under that
         registration statement, and the registration fees with respect to such
         450,000 unsold shares pursuant to that prior registration statement are
         applied to offset the filing fees due under this registration statement
         pursuant to Rule 457(p) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE

         This Registration Statement on Form S-8 registers 120,000 ordinary
shares, par value NIS 0.10 per share, of Metalink Ltd. ("Shares") for issuance
in connection with Metalink's 2003 International Employee Stock Option Plan; and
550,000 Shares for issuance in connection with Metalink's 2003 Share Option
Plan. An earlier Registration Statement on Form S-8, as filed with the
Securities and Exchange Commission on May 31, 2000, Registration No. 333-12064,
is hereby amended pursuant to SEC Rule 429 by this filing.
PART I

                     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

                                                            EXPLANATORY NOTE

         As permitted by the rules of the Securities and Exchange Commission,
this Registration Statement omits the information specified in Part I of Form
S-8.

                                                                        PART II

                     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant, Metalink, Ltd., a company
organized under the laws of the State of Israel (the "Company"), pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this registration statement:

         o         The Company's Annual Report on Form 20-F for the fiscal year
                   ended December 31, 2002, filed June 30, 2003;

         o         The Company's Reports on Form 6-K filed with the Commission
                   on July 24, 2003, October 23, 2003, January 8, 2004 and
                   January 27, 2004, and any amendments thereto;

         o         The description of the Company's ordinary shares contained in
                   the Company's Registration Statement on Form 8-A, filed with
                   the Commission on November 29, 1999, including any other
                   amendment or report filed for the purpose of updating such
                   description; and

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares offered hereby have
been sold or which deregisters all then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this
registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under the Companies Law, an Israeli company may not exempt an office
holder from liability with respect to a breach of his duty of loyalty, but may
exempt in advance an office holder from his liability to the company, in whole
or in part, with respect to a breach of his duty of care.

Office Holder Insurance

         The Company's articles of association provide that, subject to the
provisions of the Companies Law, the Company may enter into a contract for the
insurance of the liability of any of the Company's office holders with respect
to:

        o         a breach of his duty of care to it or to another person;

         o         a breach of his duty of loyalty to the Company, provided that
                   the office holder acted in good faith and had reasonable
                   cause to assume that his act would not prejudice the
                   Company's interests; or

         o a financial liability imposed upon him in favor of another person
concerning an act performed by him in his capacity as an office holder.

Indemnification of Office Holders

         The Company's articles of association provide that the Company may
indemnify an office holder against:

         o a financial liability imposed on him in favor of another person by
any judgment, including a settlement or an arbitrator's award approved by a
court concerning an act performed in his capacity as an office holder; and

         o reasonable litigation expenses, including attorneys' fees, expended
by the office holder or charged to him by a court, in proceedings the Company
institutes against him or
instituted on the Company's behalf or by another person, or in a criminal charge
from which he was acquitted, or a criminal charge in which he was convicted for
a criminal offense that does not require proof of intent, in each case relating
to an act performed in his capacity as an office holder.

         Under the new Companies Law, these provisions are subject to
shareholder approval.

Limitations on Insurance and Indemnification

         The Companies Law provides that a company may not indemnify an office
holder nor enter into an insurance contract which would provide coverage for any
monetary liability incurred as a result of any of the following:

         o         a breach by the office holder of his duty of loyalty unless
                   the office holder acted in good faith and had a reasonable
                   basis to believe that the act would not prejudice the
                   company;

o a breach  by the  office  holder  of his duty of care if the  breach  was done
intentionally or recklessly;

o any act or  omission  done  with the  intent to  derive  an  illegal  personal
benefit; or

        o         any fine levied against the office holder.

         In addition, under the Companies Law, indemnification of, and
procurement of insurance coverage for, the Company's office holders must be
approved by the Company's audit committee and the Company's board of directors
and, in specified circumstances, by the Company's shareholders.

         We have obtained director's and officer's liability insurance. In
addition the Company entered into indemnification agreements with the Company's
directors and executive officers in accordance with the Company's articles of
association. The Company has never had the occasion to indemnify any of the
Company's office holders.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable

ITEM 8. EXHIBITS.

         The exhibits filed with or incorporated into this annual report are
listed on the index of exhibits below.

Exhibit No.       Description
4.10     2003 International Employee Stock Option Plan. (filed herewith)

4.11     2003 Share Option Plan.  (filed herewith)

5.1 Opinion of  Goldfarb,  Levy,  Eran & Co. with respect to the legality of the
securities being offered. (filed herewith)

23.1 Consent of Brightman Almagor & Co., independent auditors. (filed herewith)

23.3 Consent of Goldfarb,  Levy,  Eran & Co.  (Included in the opinion  filed as
Exhibit 5). (filed herewith)

24.1 Power of Attorney  (included  on the  signature  page to this  registration
statement).

ITEM 9.  UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;

         (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities
being registered which remain unsold at the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities and Exchange
Act of 1934) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the city of Yakum, state of Israel, on this 12thday of February,
2004

                                        Metalink Ltd.

                                        By:________________________________
                                           Name:  Tzvi Shukhman
                                           Title:   Chief Executive Officer &
                                                    Chairman of the Board
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Tzvi Shukhman and J. Francois Crepin, and
each of them, his/her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him/her and in his/her name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
he/she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his/her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                             Title                              Date

/S/TZVI SHUKMAN__________           Chief Executive Officer and                 February 12, 2004
Tzvi Shukman                        Chairman of the Board of
                                            Directors (principal executive
                                    Officer).

/S/J. FRANCOIS CREPIN____           President, Member of the Office             February 12, 2004
J. Francois Crepin                          of the CEO and Director.

/S/ OFER LAVIE___________           Chief Financial Officer (principal          February 12, 2004
Ofer Lavie                                  Financial and accounting officer).

/S/ UZI ROZENBERG _______           Director                                    February 12, 2004
Uzi Rozenberg

/S/ MEIR BAR-EL__________           Director                                    February 12, 2004
Meir Bar - El
/S/ SARIT WEISS-FIRON____           Director                                    February 12, 2004
Sarit Weiss - Firon

_________________________           Director                                    February 12, 2004
Efi Shenhar

_________________________           Director                                    February 12, 2004
Joe Markee

_________________________           Director                                    February 12, 2004
Syrus Madavi

Authorized Representative                                                        February 12, 2004
in the United States

METALINK INC.

/s/J.FRANCOIS CREPIN
--------------------------
J. Francois Crepin, President
EXHIBIT 23.1

                                            CONSENT OF INDEPENDENT AUDITORS

         We consent to the incorporation by reference in the Registration
Statement (Form S-8) of Metalink Ltd. pertaining to the International Employee
Stock Option Plan, the 2003 International Employee Stock Option Plan, and the
2003 Share Option Plan, of our report, dated January 27, 2003, with respect to
the consolidated financial statements and schedules of Metalink Ltd. for the
year ended December 31, 2002 included in its Annual Report on Form 20-F, and
filed with the Securities and Exchange Commission.

/S/
--------------------------------------
BRIGHTMAN ALMAGOR & CO
Certified Public Accountants (Israel)
A member of Deloitte Touche Tohmatsu

February 12, 2004