EXHIBIT 4.1

               [Stamped with four revenue stamps of NIS 1.00 each]

                            COMPANY LIMITED BY SHARES

                            MEMORANDUM OF ASSOCIATION
                                OF METALINK LTD.

1.   NAME OF THE COMPANY: METALINK LTD.

2.   THE OBJECTS FOR WHICH THE COMPANY HAS BEEN ESTABLISHED ARE:

     a) To initiate, set up, found, develop, acquire, hold, operate and manage a
business of development, planning, production and marketing of transmission
devices in various communications systems.

     b) Without prejudice to or derogating from that stated above, the Company
shall be a corporation, fit for any right, obligation and legal act, and shall
be permitted and entitled to engage in any business or matter as the company
shall resolve upon.

3.   THE LIABILITY OF THE MEMBERS: The liability of the members is limited.

4.   SHARE CAPITAL:

     a) The share capital of the company is NIS 5,000,000 divided into
50,000,000 Ordinary A Shares of a nominal value of NIS 0.10 each.


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     b) The rights attached to the shares of the Company of any class may be
modified pursuant to the manner and the form determined in the Articles of
Association of the Company, provided that the holders of all the classes of
shares whose rights are sought to be modified shall pass a special resolution in
respect of the said modification.

     c) Permission is reserved to the Company to add and to remove shares of the
Company by passing a special resolution and to remove shares of any class,
including shares with various, special, deferred and additional rights, provided
that the removal of shares which may prejudice or derogate from the rights
attached to the shares shall require a special resolution passed by the holders
of all the classes of shares.

     d) That stated in section (b) above and in this section may be modified by
the passing of a special resolution, provided that the holders of all the
classes of existing shares shall pass a special resolution concerning the said
modification.

     e) The Company shall be entitled to become a public company and to revert
to being a private company, in accordance with the provisions of the law which
shall exist at the time that such a change shall be discussed.

5.   CHANGING THE MEMORANDUM

It is possible to change this Memorandum of Understanding by a shareholders
resolution adopted in a General Meeting of the Company by a simple majority of
shareholders who are entitled to vote, in person or represented by proxy.

We, the undersigned, wish to become an incorporated company pursuant to this
Memorandum of Association and we agree to each take the number of shares in the
company's Capital as specified opposite our respective names.


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<TABLE>
<CAPTION>
NAMES OF
SIGNATORIES         ID NO.       ADDRESS         DESCRIPTION    NO. OF SHARES TAKEN  SIGNATURE
-----------         ------       -------         -----------    -------------------  ---------
<S>                <C>          <C>               <C>            <C>                    <C>
Shukhman Zvi       56694219     11  Har Dafna     Engineer       100 Management A       (-)
                                Savyon                           100 Ordinary A

Zissapel Zohar     008792566    8 Hanechoshet St. Company        100 Management A       (-)
                                Tel Aviv          Manager        100 Ordinary B
</TABLE>


Date:  August 9, 2000

WITNESS TO THE ABOVE SIGNATURES:

(-)

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