- Amended Annual and Transition Report (foreign private issuer) (20-F/A)

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549

 FORM 20-F/A

 AMENDMENT NO. 1

[_] REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES
 EXCHANGE ACT OF 1934

 OR

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
 ACT OF 1934
 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009

 OR

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
 EXCHANGE ACT OF 1934
 For the transition period from __________ to__________

 OR

[_] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
 EXCHANGE ACT OF 1934
 Date of event requiring this shell company report________

 COMMISSION FILE NUMBER 0-30394

 METALINK LTD.
 (Exact name of Registrant as specified in its charter)

 ISRAEL
 (Jurisdiction of incorporation or organization)

 PO 4454, GEALYA 76885, ISRAEL
 (Address of principal executive offices)

 ATTN: NETA ESHED, TEL: +972-77-4495900 FAX: +972-77-4495901, PO 4454,
 GEALYA 76885, ISRAEL
 (Name, Telephone, E-mail and/or Facsimile number and Address of Company
 Contact Person

 Securities registered or to be registered pursuant to Section 12(b) of the Act:

 TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
ORDINARY SHARES, NIS 1.0 PAR VALUE PER SHARE* NASDAQ CAPITAL MARKET

 Securities registered or to be registered pursuant to Section 12(g) of the Act:
 NONE
 (Title of Class)

 Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
 NONE
 (Title of Class)


Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report:

 25,738,732 ORDINARY SHARES, NIS 0.1 PAR VALUE PER SHARE*

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.

 [_] Yes [X] No

If this report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 [_] Yes [X] No

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

 [X] Yes [_] No

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).

 [_] Yes [_] No

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer [_] Accelerated filer [_] Non-accelerated filer [X]

Indicate by check mark which basis of accounting the registrant has used to
prepare the financial statements included in this filing:

[X] U.S. GAAP

[_] International Financial Reporting Standards as issued by the International
 Accounting Standards Board

[_] Other

 If "Other" has been checked in response to the previous question indicate
by check mark which financial statements the registrant has elected to follow:
[_] Item 17 [_] Item 18

If this is an annual report, indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).

 [X] Yes [_] No

 EXPLANATORY NOTE

 Metalink Ltd. (the "Company," "Metalink" or "we") is filing this Amendment
No. 1 to its Annual Report on Form 20-F for the year ended December 31, 2009,
which was originally filed with the Securities and Exchange Commission ("SEC")
on June 30, 2010 (the "Original Filing").

 This Amendment No. 1 is being filed solely for the purpose of (1) amending
the paragraph titled "Evaluation of Disclosure Controls and Procedures" under
Item 15 of the Original Filing to clarify and correct the disclosure with
respect to the effectiveness of our disclosure controls and procedures as of
December 31, 2009 and (2) correcting a typographical error in the last paragraph
of the section titled "Internal control over financial reporting" under Item 15
of the Original Filing as to the year for which the Company's management
concluded the effectiveness of our internal control over financial reporting.

 Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, this
Amendment No. 1 includes all of the disclosures required by Item 15 of Form
20-F. In addition, as required by Rule 12b-15, new certifications of our
principal executive officer and principal financial officer are filed as
exhibits to this Amendment No. 1 under Item 19 hereof.

 Other than for the purpose of amending the information referred to above,
this Amendment No. 1 does not, and does not purport to, amend, update or restate
the information in any other item of the Original Filing or reflect any events
that have occurred after the date on which such Annual Report was filed.
Accordingly, this Amendment No.1 should be read in conjunction with our Original
Filing and our subsequent filings with the SEC.





ITEM 15. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

 Our management, with the participation of our Chief Executive Officer and
Chief Financial Officer, has performed an evaluation of the effectiveness of our
disclosure controls and procedures within the meaning of Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as of December 31, 2009. Based on such evaluation, our Chief Executive
Officer and Chief Financial Officer have concluded that, as of as of December
31, 2009, our disclosure controls and procedures were effective to ensure that
information required to be disclosed by the Company in the reports that we file
or submit under the Exchange Act is recorded, processed, summarized and reported
within the time period specified in the Securities and Exchange Commission rules
and forms, and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure.


INTERNAL CONTROL OVER FINANCIAL REPORTING

 Our management, including our chief executive officer, or CEO, and our
principal financial officer, or CFO, is responsible for establishing and
maintaining adequate internal control over financial reporting for us. We
performed an evaluation of the effectiveness of our internal control over
financial reporting that is designed by, or under the supervision of, our
principal executive and principal financial officers, and effected by our board
of directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with GAAP and includes
those policies and procedures that:

 o pertain to the maintenance of records that in reasonable detail
 accurately and fairly reflect the transactions and dispositions of the
 assets of the Company;

 o provide reasonable assurance that transactions are recorded as
 necessary to permit preparation of financial statements in accordance
 with generally accepted accounting principles, and that receipts and
 expenditures of the Company are being made only in accordance with
 authorizations of management and directors of the Company; and

 o provide reasonable assurance regarding prevention or timely detection
 of unauthorized acquisition, use or disposition of the Company's
 assets that could have a material effect on the financial statements.

 Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
conducted an evaluation of the effectiveness of our internal control over
financial reporting as of December 31, 2009 based on the framework for Internal
Control-Integrated Framework set forth by the Committee of Sponsoring
Organizations of the Treadway Commission.

 Based on such evaluation, our management, including the CEO and CFO, has
concluded that the Company's internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934,
as amended) as of December 31, 2009 is effective.

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

 Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate. Therefore,
internal control over financial reporting determined to be effective provides
only reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles.

 THIS ANNUAL REPORT DOES NOT INCLUDE AN ATTESTATION REPORT OF OUR REGISTERED
PUBLIC ACCOUNTING FIRM REGARDING INTERNAL CONTROL OVER FINANCIAL REPORTING.
MANAGEMENT'S REPORT WAS NOT SUBJECT TO ATTESTATION BY OUR REGISTERED PUBLIC
ACCOUNTING FIRM PURSUANT TO TEMPORARY RULES OF THE SEC THAT PERMIT US TO PROVIDE
ONLY MANAGEMENT'S REPORT IN THIS ANNUAL REPORT.

 There were no changes in the Company's internal control over financial
reporting that occurred during the year ended December 31, 2009 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.


ITEM 19. EXHIBITS

The exhibits filed with or incorporated into this Amendment No. 1 are listed on
the index of exhibits below.



EXHIBIT NO. DESCRIPTION

 12.1 Certification by CEO pursuant to 17 CFR 240.13a-14(a), as
 adopted pursuant to ss.302 o fthe Sarbanes-Oxley Act of 2002.

 12.2 Certification by CFO pursuant to 17 CFR 240.13a-14(a), as
 adopted pursuant to ss.302 of the Sarbanes-Oxley Act of 2002.

 13.1 Certification of CEO pursuant to 18 U.S.C. ss.1350, as
 adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002.

 13.2 Certification of CFO pursuant to 18 U.S.C. ss.1350, as
 adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002.

_________________


 SIGNATURE

 The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf.

 METALINK LTD.

 By:/S/ OREN BROOKS
 ------ -----------

 Name: Oren Brooks
 Title: Chief Financial Officer

Date: January 24, 2011

Metalink, Ltd. (MM) (NASDAQ:MTLK)
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