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# UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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# FORM 20-F

|o | 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, 2007

# Or

|o | TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

|o | 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................

For the transition period from _____________ to ____________

# Commission File number:
000-23288

# SILICOM LTD.(Exact
name of Registrant as specified in its charter and as translated into English)

ISRAEL
(Jurisdiction of incorporation
or organization)

8 Hanagar Street,
Kfar Sava 44000, Israel
(Address of principal executive offices)

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

|                    |                                          
|------------------- | -----------------------------------------
|
|
|
|
|None                | None                                     
|                   
|Title of each class | Name of each exchange on which registered
|                    |                                          

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

Ordinary Shares, NIS 0.01 nominal value per share
(Title of Class)

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



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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:

6,570,876

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

Yes  o    No   x

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 o    No  x

NoteChecking
the box above will not relieve any registrant required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations
under those Sections.

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.

Yes  x    No  o

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  o              Accelerated filer  x              Non-accelerated filer  o

Indicate
by check mark which financial statement item the registrant has elected to
follow.

Item 17  o    Item 18  x

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).

Yes  o    No  x

This annual report on Form 20-F
includes certain forward-looking statements within the meaning of Section 21E
of the Securities Exchange Act of 1934. The use of the words projects,
expects, may, plans or intends, or words
of similar import, identifies a statement as forward-looking. There can be no
assurance, however, that actual results will not differ materially from our expectations
or projections. Factors that could cause actual results to differ from our expectations or
projections include the risks and uncertainties relating to our business described in this
report at Item 3 titled Risk Factors.

As used herein or any in any document
incorporated by reference hereto, the Company, Silicom Ltd.,
Silicom, Registrant, we, us, or
our refers to Silicom Ltd. and its subsidiary.

We have prepared our consolidated
financial statements in United States dollars and in accordance with accounting principles
generally accepted in the United States. All references herein to dollars or
$ are to United States dollars, and all references to Shekels or
NIS are to New Israeli Shekels.

2

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|Item 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|------- | -----------------------------------------------------

Not Applicable.

|Item 2. | OFFER STATISTICS AND EXPECTED TIMETABLE
|------- | ---------------------------------------

Not Applicable

|Item 3. | KEY INFORMATION
|------- | ---------------

# Selected Financial Data

The selected data presented below
under the captions Consolidated Statements of Operations Data and Consolidated
Balance Sheets Data for and as of the end of each of the years in the five-year
period ended December 31, 2007, are derived from our audited consolidated financial
statements. The consolidated financial statements as of December 31, 2007, and for each
of the years in the three-year period ended December 31, 2007, and the reports thereon,
are included elsewhere in this annual report. The selected data set forth below should be
read in conjunction with our consolidated financial statements and the notes thereto,
which are set forth in Item 18  Financial Statements and the other
financial information appearing elsewhere in this annual report.

3

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CONSOLIDATED
STATEMENTS OF OPERATIONS DATA:

|                                     | Year Ended December 31
In US$ Thousands
|------------------------------------ | ---------------------------------------
|
|
|
|
|Sales                                |                                        
|Cost of sales                        |                                        
|                                     |                                        
|Gross profit                         |                                        
|                                     |                                        
|Research and development             |                                        
|costs, gross                         |                                        
|(Less) grant participation           |                                        
|                                     |                                        
|                                     |                                        
|Research and development             |                                        
|costs, net                           |                                        
|Selling and marketing expenses       |                                        
|General and administrative           |                                        
|expenses                             |                                        
|                                     |                                        
|Total operating expenses             |                                        
|                                     |                                        
|Operating income (loss)              |                                        
|                                     |                                        
|Financial income (expenses), net     |                                        
|                                     |                                        
|                                     |                                        
|Income (loss) before taxes on income |                                        
|                                     |                                        
|Taxes on income                      |                                        
|                                     |                                        
|Net income (loss)(1)                 |                                        
|                                     |                                        
|Income (loss) per share              |                                        
|Basic income (loss) per              |                                        
|ordinary share                       |                                        
|                                     |                                        
|                                     |                                        
|Diluted income (loss) per            |                                        
|ordinary share                       |                                        
|                                     |                                        
|                                     |                                        
|Weighted average number of           |                                        
|ordinary shares used to              |                                        
|compute basic income (loss)          |                                        
|per share (in thousands)             |                                        
|                                     |                                        
|                                     |                                        
|Weighted average number of           |                                        
|ordinary shares used to              |                                        
|compute diluted income (loss)        |                                        
|per share (in thousands)             |                                        
|                                     |                                        

(1)
          Net income is after deduction of taxes on income, which have been reduced by
          virtue of tax benefits to which the Company is entitled in its capacity as an
          Approved Enterprise under Israeli law. As such, the Company was not
          required to pay full income tax for a period of up to seven years ending in 1997
          and also for ten years ending in 2006. The Company selected the 2004 tax year
          and the 2006 tax year as its Year of Election, from which the period of benefits
          under the Investment Law are to commence. See Note 15C to the Financial
          Statements and Item 10  Additional Information 
          Taxation.

|                                     | AS OF DECEMBER 31,
IN US$ THOUSANDS, EXCEPT PER SHARE DATA
|------------------------------------ | ----------------------------------------------------------
|
|
|
|
|Consolidated Balance Sheets Data:    |                                                           
|Total assets                         |                                                           
|Total current liabilities            |                                                           
|Long-term liability                  |                                                           
|Shareholders' equity                 |                                                           
|Capital stock                        |                                                           
|Number of ordinary shares issued (1) |                                                           

(1)
          Including 14,971 held by our subsidiary.

4

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The table below sets forth the high
and low NIS to U.S. Dollar exchange rates for each period, as published by the Bank of
Israel:

|               | HIGH | LOW
|-------------- | ---- | ---
|
|
|
|
|February 2008  |      |    
|January 2008   |      |    
|December 2007  |      |    
|November 2007  |      |    
|October 2007   |      |    
|September 2007 |      |    

The table below sets forth, for the
five more recent full financial years, the average NIS to U.S. Dollar exchange rates for
each period, calculated by using the average of the exchange rates on the last day of each
month for each period, as published by the Bank of Israel:

|     | 
|---- | 
|
|
|
|
|2007 | 
|2006 | 
|2005 | 
|2004 | 
|2003 | 

The NIS to U.S. Dollar exchange rate
on February 29, 2008, as published by the Bank of Israel, was NIS 3.635.

# Risk Factors

This annual report and statements
that we may make from time to time may contain forward-looking information. There can be
no assurance that actual results will not differ materially from our expectations,
statements or projections. Factors that could cause actual results to differ from our
expectations, statements or projections include the risks and uncertainties relating to
our business described below.

We depend on one line of
products for most of our revenues.

Our current business is based almost
in its entirety on our Multi-Port Gigabit-Ethernet Server Adapter product line and the
majority of our revenue is generated from such product line. We expect that in the
foreseeable future we will continue to be dependent on this line of products for most of
our revenue due the nature of our business. We also sell legacy products, however, the
volume of sales of legacy products and the revenues generated from such sales is very low
and is diminishing. Although we sold legacy products throughout 2007 and in the first
months of 2008, we believe that the contribution of such products to our revenues in the
foreseeable future will be negligible. We cannot assure you that revenue generated from
our Multi-Port Gigabit-Ethernet Server Adapters will reach or exceed historical levels in
any future period. A decrease in the price of, or demand for, any of these products, or a
significant increase in our costs of manufacturing them could have a material adverse
effect on our business, results of operations and financial condition.

5

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Increased demand for
products with characteristics similar to our products may cause manufacturers to
integrate such characteristics  into server motherboards, eliminating the need for our
add-on products.

Our main products are add-on adapters
that are added to existing servers in order to improve their functionality. If demand for
such improved functionality increases significantly, server manufacturers may begin
incorporating such functionality as a part of the basic design of their servers, thereby
eliminating the need to achieve such functionality through add-on adapters. In the past we
suffered from a similar trend with respect to our legacy products. We cannot assure you
that a similar trend will not occur in connection with our add-on adapters. Such a trend
would have a material adverse effect on our business, results of operations and financial
condition.

Significant growth in
markets demanding functionality similar to the functionality offered by our products may increase
the market share of appliances that already have such functionality in-built,
eliminating the need for our add-on products.

Our main products are add-on adapters
that are added to existing servers in order to improve their functionality. If the demand
for functionality similar to the functionality of our add-on adaptors continues to grow
significantly, the market share of special purpose appliances that already have such
functionality in-built may increase, consequently reducing the market share of solutions
based on servers with add-on adaptors. A reduction in the market share of solutions based
on servers with add-on adaptors, could, in turn, reduce the demand for our add-on
adaptors. We cannot assure you that such a trend will not occur. Such a trend would have a
material adverse effect on our business, results of operations and financial condition.

6

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We may experience
difficulty in developing solutions for appliances with proprietary interfaces which may
be used by some of our potential customers.

The market for networking appliances
includes appliances that make use of proprietary interfaces. These appliances are offered
to our potential customers in addition to the customary server-based appliances which use
standard interfaces. Our potential customers may decide to use appliances with proprietary
interfaces instead of the customary server-based appliances for which several
manufacturers may provide add-on cards. There could be no assurance that we would be able
to develop non-standard add-on cards for appliances with proprietary interfaces or, if we
are successful in developing such cards, that manufacturers of the proprietary interfaces
or the customers electing to use these interfaces will make use of our cards in such
non-standard environments.

Our Multi-Port
Gigabit-Ethernet Server Networking Adapters including our Bypass Adapters which are sold
mainly to OEMs, are characterized
by long sales cycles.

We sell our Multi-Port
Gigabit-Ethernet Server Networking Adapters (including our Bypass Adapters) mainly to
original equipment manufacturers, or OEMs. The decision making process of our OEM
customers includes several time consuming processes, resulting from the critical
importance of our products in their systems: They need to define the required
configuration of their server system/appliance, derive the need and type of adapters,
evaluate adapters, intensively test and qualify adapters and then (or in parallel)
negotiate the terms for a purchase. It may therefore take 12 months or more from the time
we first contact a prospective customer before such customer implements our cards in its
system constituting what is known as a Design Win. Additionally, once a Design Win is
secured, our sales of these products typically involve significant capital investment
decisions by prospective end customers, as well as a significant amount of time to educate
such end customers as to the benefits of systems and appliances that include our products.
As a result, before purchasing systems and appliances which include our products (and
consequently facilitating sales of our products), companies spend a substantial amount of
time performing internal reviews and obtaining capital expenditure approvals, consequently
lengthening the period of time required for a Design Win to mature into consistent sales.
These long sales cycles make it difficult to predict when and to what extent discussions
with potential customers will materialize into sales and could cause our revenue and
operating results to fluctuate widely from period to period. In addition, our allocation
of significant resources to potential sales opportunities that do not materialize into
sales could have a material adverse effect on our business, results of operations and
financial condition.

7

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The short lead time of
customer orders combined with the long lead time of our suppliers when ordering certain components
for our products could result in either a surplus or lack of sufficient supplies, and
impact negatively on our finances.

While we are generally required to
fill orders for our products within one or two weeks following the receipt of a firm
purchase order, we must place orders of certain components for our products between
sixteen and twenty weeks prior to delivery. As a result, we must have a significant amount
of components in our inventory to be able to meet our best forecasts of projected purchase
orders as opposed to on the basis of firm purchase orders. In the event that firm purchase
orders are significantly lower than such forecasts, a significant part of our inventory
will not be used and we may be unable to adjust costs in a timely manner to compensate for
revenue shortfalls and in the event that firm purchase orders exceed such forecasts, we
will not be able to fill such purchase orders which may lead to the loss of business from
a customer.

Our visibility of future
sales is severely limited due to the short lead time of customer orders.

As a result of the short lead time
for firm purchase orders, we are unable to accurately forecast future revenues from
product sales. As a result, even dramatic fluctuation in revenue (whether increase or
decrease) might not be detected until the very end of a financial quarter, which may not
enable us to monitor costs in a timely manner to compensate for such fluctuation.

The loss or
ineffectiveness of our original equipment manufacturers or a reduction of purchase orders
or sales efforts by such original
equipment manufacturers may have a material adverse effect on our operations and financial results.

Our sales and marketing strategy is
to develop and maintain strategic relationships with leading OEMs in the servers industry
and server-based systems industry, which integrate our products into their systems. These
OEMs are not within our control, are not obligated to purchase our products, and may
select other products that may compete with our lines of products. A reduction in their
sales efforts or discontinuance of sales of our products by our OEMs could lead to reduced
sales and could materially adversely affect our operating results. Use of OEMs also
entails the risk that they will build up inventories in anticipation of a growth in sales.
If such growth does not occur as anticipated, such OEMs may substantially decrease the
amount of products ordered in subsequent quarters or discontinue product orders. The
termination or loss of one of our key OEMs or several OEMs at approximately the same time,
without being able to compensate this loss with sales to other new OEM customers might
have a material adverse effect.

8

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Our OEM customers may
replace the appliances they currently use with appliances that do not require our cards or incorporate
cards other than ours.

Many of the OEMs that use appliances
which include our cards do so for a few years, and then consider migration to newer
generations of appliances. We cannot guarantee that our cards will be needed or selected
for such new appliances or compatible with them. A decision by a current OEM customer or
customers to select a new appliance without including our cards in such new appliance may
have a significant adverse effect on our results of operations.

The markets for our
products change rapidly and demand for new products is difficult to predict.

The markets for our products are
characterized by rapidly changing technology and evolving industry standards. For example,
the migration to 10Gbps solutions, the European Unions directive regarding
Restriction Of Hazardous Substances (ROHS) which requires products to be ROHS compliant,
the Chinese ROHS directive and the migration from the PCI-X server bus to the PCI-Express
(PCI-E) server bus, causes our OEMs to demand such new products and technologies. In the
event that our OEMs decide to begin using such new technologies, we may not be able to
develop products for the new technologies in a timely manner. Our OEMs may also select
competing products despite our ability to develop products incorporating new technologies.
Furthermore, the migration to 10Gbps, while presenting an opportunity for more cards and
solutions to be sold, may also result in a decrease in the need for Multi-Port cards as
throughput performance may be achieved via a single port of 10Gbps. Consequently, we may
suffer from reduced sales to such OEMs and accumulate unusable inventory which can be used
only with older technologies. We intend to continue investing in product and technology
development. Although we have recorded growing sales of our newest lines of products (to
which the majority of our revenues are attributable), there can be no assurance that we
will continue to be successful in the marketing of our current products and in developing,
manufacturing and marketing enhanced and new products in a timely manner.

We may experience
difficulty in developing new, commercially successful products at acceptable release
times.

We conduct extensive research,
development and engineering activities. Our efforts emphasize the development of new
products, cost reduction of current products, and the enhancement of existing products,
generally in response to rapidly changing customer preferences, technologies and industry
standards. Although throughout 2004, 2005, 2006, 2007 and the first months of 2008 we
recorded growing sales of our latest lines of products, Multi-Port Gigabit-Ethernet Server
Networking Adapters and Bypass Adapters, we cannot guarantee the continued success of
these products, that they will be widely accepted by the marketplace or that any of our
development efforts will result in commercially successful products, that such products
will be released in a timely manner or that we will be able to respond effectively to
technological changes or new product announcements by others.

9

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Loss of our sources for
certain key components could harm our operations.

Although we generally use standard
parts and components for our products, certain key components used in our products are
currently available from only one source, and others are available from a limited number
of sources. We believe that we maintain a sufficient inventory of these components to
protect against delays in deliveries. However, we cannot guarantee that we will not
experience delays in the supply of critical components in the future or that we will have
a sufficient inventory of critical components at such time to produce products at full
capacity. Additionally, a key component in many of our cards is manufactured by Intel, one
of our competitors. While we have not encountered difficulties in purchasing such
components from Intels distributors, we cannot guarantee that we will continue to be
able to purchase such components without delays or at reasonable prices. In the event that
we are not able to purchase key components of our products from our limited sources, or
are able to purchase these key components only under unreasonable terms, we may need to
redesign certain products. We cannot guarantee that we will have adequate resources for
such a redesign or that such a redesign will be successful. Such inability to obtain
alternative resources or to successfully redesign our products could have a material
adverse effect on our business, results of operations and financial condition.

Inability to receive
information from our key component manufacturers could affect our ability to develop new products
required by our OEMs and by the industry in which we operate.

Our products are based on networking
controllers which are manufactured by either Broadcom or Intel. In order to design our
products we need to receive information that enables us to design products with the use of
such controllers. There can be no assurance that we will continue to receive all the
information required for designing products with the use of new controllers continuously
released by both Intel and Broadcom. Intel is our competitor and Broadcom may also compete
with our products. Such competition may also affect their decisions regarding the sharing
of information with us. The inability to obtain such information may adversely affect our
ability to design new products and may have an adverse effect.

We may need to invest
significantly in research and development and business development in order to diversify
our product offering and enter new markets.

Most of our revenues are generated
from the sale of our add-on server adapters. The technology industry in which we operate
is characterized by rapid technological change, frequent new product introductions,
changes in customer requirements and evolving industry standards. While these changes
could lead to a reduction in the demand for our existing products, they could also create
an opportunity for us to expand our product offering to our existing customers and to new
customers. Accordingly, our future success may depend on our ability to diversify our
product offering and enter new markets, which could involve numerous risks, including:

10

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| |  | Substantial
research and development and business development expenditures, which could divert funds
from other corporate uses and/or have a significant negative effect on our short-term
results;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Diversion
of management's attention from our core business; and
| | - | ---------------------------------------------------------------

| |  | Entering
markets in which we have little or no experience.
| | - | ----------------------------------------------------------

There can be no assurance that we
will be able to successfully complete the development and market introduction of new
products and no assurance that we will be able to successfully enter new markets. This
could have a material adverse effect on our business, results of operations and financial
condition.

We may make acquisitions
or pursue mergers that could disrupt our business and harm our financial condition.

As part of our business strategy, we
may invest in or acquire other businesses, technologies or assets, or we may enter
into joint ventures or other strategic relationships with third parties.

We may assume liabilities
or write-offs, incur amortization expenses related to intangible assets
or realize large and immediate write-offs in connection with future acquisitions. In
addition, the future valuation of these acquisitions may decrease from the market price
paid by us, which may result in the writing-off, or impairment, of the relevant
assets. In addition, our operation of any acquired or merged businesses, technologies
or assets could involve numerous risks, including:

| |  | Post-merger
integration problems resulting from the combination of any acquired operations with our
own operations or from the combination of two or more operations into a new merged
entity;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Diversion
of management's attention from our core business;
| | - | -----------------------------------------------------------

| |  | Substantial
expenditures, which could divert funds from other corporate uses;
| | - | -----------------------------------------------------------------------------

| |  | Entering
markets in which we have little or no experience; and
| | - | --------------------------------------------------------------

| |  | Loss
of key employees of the acquired operations.
| | - | -------------------------------------------------

11

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We cannot be certain that any future
acquisition or merger will be successful. If the operation of the business of any future
acquisition or merger disrupts our operations, our business may suffer. In addition, even
if we successfully integrate the acquired business with our own, we may not receive the
intended benefits of the acquisition.

The market for our
products is highly competitive and some of our competitors may be better positioned than
we are.

The market for our products is highly
competitive. We face competition from numerous companies, some of which are more
established, benefit from greater market recognition and have greater financial,
production and marketing resources than we do. For example, in the server networking
industry for which we have developed our Multi-Port Gigabit-Ethernet Server Networking
cards, our main competitor is Intel. We cannot guarantee that our present or contemplated
products will continue to be distinguishable from those of our competitors or that the
marketplace will find our products preferable to those of our competitors. Furthermore,
there can be no assurance that competitive pressures will not result in price reductions
that could materially adversely affect our business and financial condition and the
results of our operations.

We may not be able to
prevent others from claiming that we have infringed their proprietary rights.

We cannot guarantee that one or more
parties will not assert infringement claims against us. The cost of responding to claims
could be significant, regardless of whether the claims have merit.Significant and
protracted litigation may be necessary to determine the scope of the proprietary rights of
others or to defend against claims of infringement, regardless of whether the claims have
merit. Although we believe that all our products use only our intellectual property, or
intellectual property which is properly licensed to us, in the event that any infringement
claim is brought against us and infringement is proven, we could be required to
discontinue the use of the relevant technology, to cease the manufacture, use and sale of
infringing products, to incur significant litigation damages, costs and expenses, to
develop non-infringing technology or to obtain licenses to the alleged infringing
technology and to pay royalties to use such licenses. There can be no assurance that we
would be able to develop any such alternative technologies or obtain any such licenses on
terms commercially acceptable to us. Although in the past we have resolved a claim of
infringement through a license agreement, the terms of which did not have a material
effect on our business, any infringement claim or other litigation against us could
seriously harm our business, operating results and financial condition. While there are no
lawsuits or other claims currently pending against us regarding the infringement of
patents or intellectual property rights of others, we have been a party to such claims in
the past and may be party to such claims in the future.

12

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We are dependent on key
personnel.

Our success has been, and will be,
dependent to a large degree on our ability to retain the services of key personnel and to
attract additional qualified personnel in the future. Competition for such personnel is
intense. There can be no assurance that we will be able to attract, assimilate or retain
key personnel in the future and our failure to do so would have a material adverse effect
on our business, financial condition and results of operations.

Exchange rate
fluctuations and international risks could increase the cost of our operations.

Substantially all of our
international sales are denominated in U.S. dollars and may be subject to government
controls and other risks, including, in some cases, export licenses, federal restrictions
on export, currency fluctuations, political instability, trade restrictions, and changes
in tariffs and freight rates. We believe that the rate of inflation in Israel and exchange
rate fluctuations between the NIS and the U.S. dollar have had a minor effect on our
business to date. However, our dollar costs in Israel will increase if inflation in Israel
exceeds the devaluation of the NIS against the dollar, if the timing of such devaluation
lags behind inflation in Israel or if the dollar devalues against the NIS.

13

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If we are characterized
as a passive foreign investment company for U.S. federal income tax purposes, our U.S.shareholders
may suffer adverse tax consequences.

We will be a passive foreign
investment company, or PFIC, if 75% or more of our gross income in a taxable year,
including our pro-rata share of the gross income of any company, U.S. or foreign, in which
we are considered to own, directly or indirectly, 25% or more of the shares by value, is
passive income. Alternatively, we will be considered to be a PFIC if at least 50% of our
assets in a taxable year, averaged over the year and ordinarily determined based on fair
market value and including our pro-rata share of the assets of any company in which we are
considered to own, directly or indirectly, 25% or more of the shares by value, are held
for the production of, or produce, passive income. If we were to be a PFIC, and a U.S.
Holder does not make an election to treat us as a qualified electing fund, or
QEF, or a mark-to-market election, excess distributions to a U.S.
Holder, and any gain recognized by a U.S. Holder on a disposition or our ordinary shares,
would be taxed in an unfavorable way. Among other consequences, our dividends, to the
extent that they constituted excess distributions, would be taxed at the regular rates
applicable to ordinary income, rather than the 15% maximum rate applicable to certain
dividends received by an individual from a qualified foreign corporation, and certain
interest charges may apply. In addition, gains on the sale of our shares would
be treated in the same way as excess distributions. The tests for determining
PFIC status are applied annually and it is difficult to make accurate predictions of
future income and assets, which are relevant to the determination of PFIC status. In
addition, under the applicable statutory and regulatory provisions, it is unclear whether
we would be permitted to use a gross loss from sales (sales less cost of goods sold) to
offset our passive income in the calculation of gross income. As a result of our
substantial cash position, if the value of our shares declines, there is a substantial
risk that we will be classified as a PFIC under the asset test described above. We believe
that we were not deemed to be classified as a PFIC in prior years. However, the U.S.
Internal Revenue Service may not accept this determination and there can be no assurance
that we will not be classified as a PFIC in the future. We believe that our ordinary
shares should not be treated as stock of a passive foreign investment company for United
States federal income tax purposes, but this conclusion is a factual determination made
annually and may be subject to change. In light of the uncertainties described above, no
assurance can be given that we will not be a PFIC in any year. A U.S. Holder who makes a
QEF election is taxed currently on such holders proportionate share of our earnings.
If the IRS determines that we are a PFIC for a year with respect to which we have
determined that we were not a PFIC, however, it might be too late for a U.S. Holder to
make a timely QEF election, unless the U.S. Holder qualifies under the applicable Treasury
regulations to make a retroactive (late) election. U.S. Holders who hold ordinary shares
during a period when we are a PFIC will be subject to the foregoing rules, even if we
cease to be a PFIC, subject to exceptions for U.S. Holders who made a timely QEF or
mark-to-market election, or certain other elections. Accordingly, our shareholders are
urged to consult their tax advisors regarding the application of PFIC rules.

The tax benefits
available to us under Israeli law require us to meet several conditions and applying plan administration
rules, and may be terminated or reduced in the future, which would increase our taxes.

Our production facilities have been
granted Approved Enterprise status and since and as such, we are entitled to
certain tax benefits. To be eligible for these tax benefits, we must meet conditions and
applying plan administration rules. If we fail to meet these conditions in the future, the
tax benefits would be canceled and we could be required to refund any tax benefits we
might already have received. These tax benefits may not be continued in the future at
their current levels, or at any level. In recent years, the Israeli government has reduced
the benefits available and has indicated that it may further reduce or eliminate some of
these benefits in the future. The termination or reduction of these benefits may increase
our income tax expense in the future. To the best of our knowledge, to date we have met
the conditions for benefits under our Approved Enterprise program in all
material respects. There can be no assurance, however, that we will continue to meet such
conditions in the future. See Item 10 Additional Information  Taxation 
Law for the Encouragement of Capital Investments, 1959 for more information about
our Approved Enterprise status.

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The trading volume of our
shares has been low in the past and may be low in the future, resulting in lower than expected
market prices for our shares.

Our shares have been traded at low
volumes in the past and may be traded at low volumes in the future for reasons related or
unrelated to our performance. This low trading volume may result in lower than expected
market prices for our ordinary shares and our shareholders may not be able to resell their
shares for more than they paid for them.

Israeli courts might not
enforce judgments rendered outside of Israel.

We are incorporated in Israel. All of
our executive officers and all of our directors are non-residents of the United States,
and a substantial portion of our assets and the assets of these persons are located
outside the United States. Therefore, it may be difficult to enforce a judgment obtained
in the United States against us or any such persons. It may also be difficult to enforce
civil liabilities under U.S. federal securities laws in original actions instituted in
Israel. However, subject to certain time limitations, Israeli courts may enforce U.S.
final executory judgments for liquidated amounts in civil matters obtained after due trial
before a court of competent jurisdiction (according to the rules of private international
law currently prevailing in Israel) which enforces similar Israeli judgments, provided
that the requisite procedural and legal requirements are adhered to. If a foreign judgment
is enforced by an Israeli court, it generally will be payable in NIS, which can then be
converted into foreign currency at the rate of exchange of such foreign currency on the
date of payment. Pending collection, the amount of the judgment of an Israeli court stated
in NIS (without any linkage to a foreign currency) ordinarily will be linked to the
Israeli consumer price index plus interest at the annual statutory rate prevailing at such
time. Judgment creditors bear the risk of unfavorable exchange rates.

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The political environment
and hostilities in Israel could harm our business.

Since the establishment of the State
of Israel in 1948, a state of hostility has existed between Israel and the Arab countries
in the region. This state of hostility has varied in degree and intensity over time. There
has also been conflict and unrest between Israel, the Palestinian Authority and certain
terrorist groups operating within the Palestinian Authority and Lebanon. A significant
increase in violence began in September 2000 and has continued with varying levels of
severity into 2007, the most severe of which was Israels war with the Hizbullah
militant group in July and August of 2006. While the armed confrontation in 2006 and
previous hostilities did not have a material adverse impact on our business, we cannot
guarantee that hostilities will not be renewed and have such an effect in the future. The
political and security situation in Israel may result in parties with whom we have
contracts claiming that they are not obligated to perform their commitments under those
agreements pursuant to force majeure provisions. Any hostilities involving Israel or the
interruption or curtailment of trade between Israel and its present trading partners could
adversely affect our operations and could make it more difficult for us to raise capital.
Furthermore, many of our facilities are located in Israel. Since we do not have a detailed
disaster recovery plan that would allow us to quickly resume business activity, we could
experience serious disruptions if acts associated with this conflict result in any serious
damage to our facilities. Our business interruption insurance may not adequately
compensate us for losses that may occur and any losses or damages incurred by us could
have a material adverse effect on our business. Any future armed conflicts or political
instability in the region would likely negatively affect business conditions and harm our
results of operations.

Many of our employees in
Israel are required to perform military reserve duty.

All non-exempt male adult permanent
residents of Israel under the age of 40 are obligated to perform military reserve duty and
may be called to active duty under emergency circumstances. In recent years, there have
been significant call-ups of military reservists, and it is possible that there will be
additional call-ups in the future. While we have operated effectively despite these
conditions in the past, we cannot assess what impact these conditions may have in the
future, particularly if emergency circumstances arise. Our operations could be disrupted
by the absence for a significant period of one or more of our executive officers or key
employees or a significant number of our other employees due to military service. Any
disruption in our operations would harm our business.

We are affected by
volatility in the securities markets.

The securities markets in general
have experienced volatility which has particularly affected the securities of many
high-technology companies and particularly those in the fields of communications, software
and internet, including companies that have a significant presence in Israel. This
volatility has often been unrelated to the operating performance of these companies and
may cause difficulties in raising additional financing required to effectively operate and
grow their businesses. Such difficulties and the volatility of the securities markets in
general may affect our financial results.

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We are affected by
worldwide downturns in industries based on technology.

The volatility in the securities
markets discussed above and its effect on high-technology companies may have a ripple
effect on our performance. In the last downturn which the markets experienced beginning in
2001, technology companies dealing in communications and computers were severely affected
and some were forced to cease operations. We felt the effects of this downturn in 2001
through 2003. We can give no assurance that our results will not be affected on a going
forward basis by any future downturns.

|Item 4. | INFORMATION ON THE COMPANY.
|------- | ---------------------------

# History and Development
of the Company

Our legal and commercial name is
Silicom Ltd. We were incorporated under the laws of Israel in 1987, and we operate under
Israeli law and legislation. Our registered and principal executive offices are located in
Israel at 8 Hanagar Street, Kfar Sava, Israel 44000, and our telephone number is
011-972-9-764-4555. Our website is http://www.silicom.co.il. We do not intend for any
information contained on our internet website to be considered part of this annual report.

We are currently engaged in the
design, manufacture, marketing and support of connectivity solutions for a broad range of
servers and server based systems. Our first products were integrated circuits for
information technology (or IT) manufacturers. In the early 1990s, we began focusing our
strategy on designing, manufacturing, marketing and supporting a range of connectivity
solutions for mobile and personal computers, or PC, users. In subsequent years we
developed several broadband internet related products.

In 2002, we leveraged our expertise
and know-how in networking and operating systems to develop a line of high-end Multi-Port
server networking cards, which have contributed to our recent sales growth and which we
expect to continue being the principal driver of our sales growth in the coming years. In
November and December of 2003 we secured our first Design Wins for these new products.
Since that time we have identified the server-based network appliances market and
specifically the server-based security appliances and WAN (Wide Area Network) optimization
appliances within such market as demonstrating a strong demand for our products. We have
added to our product lines networking products which include special functionalities
called Bypass Adapters for the server based appliances and have received significant
orders for both our Bypass Adapters and our non-Bypass adapters. We secured additional
Design Wins throughout 2004, 2005, 2006 and 2007. Several of these Design Wins were from
leading companies engaged in a number of industries.

On December 20, 2005, we obtained the
approval of the Tel Aviv Stock Exchange, or TASE, for the listing of our shares on TASE.
Trading of our shares on TASE commenced on December 27, 2005. Our shares are included in
the Tel-Tech index. Our shares have been listed on the NASDAQ Global Market (previously
known as the NASDAQ National Market) under the ticker symbol SILC (previously
SILCF) since February 11, 2008. Prior thereto, our shares were listed on the
NASDAQ Capital Market (previously known as the NASDAQ Small-Cap). See Item 9. The
Offer and Listing -Markets and Share Price History.

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In January 2006, we completed an
offering and sale of 10,000 units in Israel, composed of 800,000 of our ordinary shares
and 400,000 warrants, pursuant to a prospectus filed with the Israeli Securities Authority
and TASE. Each warrant sold in the offering is exercisable into one of our ordinary shares
until January 31, 2008 at an exercise price in NIS equivalent to $8.64 calculated on the
date of exercise of such warrant. The sale of units resulted in net proceeds of
approximately $5.6 million. 399,934 warrants were exercised, resulting in additional
proceeds of approximately $3.5 million. The offering and sale of the units pursuant to the
January 2006 prospectus was made only in Israel and was not intended for the public in the
United States or any other country. All purchasers of securities pursuant to the January
2006 prospectus were deemed to have stated that they are not U.S. Persons as
defined in Regulation S under the Securities Act of 1933, or the Securities Act, that they
did not purchase securities for the benefit of any U.S. Person and that they were not
present in the United States at the time the request for purchase of the securities was
submitted. A similar statement will be required from anyone requesting to exercise
warrants purchased in the offering. The January 2006 prospectus and the securities offered
thereunder are subject to Israeli law. The January 2006 prospectus was not filed with the
Securities Exchange Commission and the securities offered thereunder are not registered in
accordance with the Securities Act. We have not assumed any obligation to register any of
the securities offered under the January 2006 prospectus, in accordance with the
Securities Act.

In May 2007, we conducted a private
placement, pursuant to which we issued to certain accredited investors and
qualified institutional purchasers 875,000 ordinary shares at a purchase price
of $20.50 per share and warrants to purchase up to 218,750 ordinary shares at an exercise
price of $28.25 per share. The warrants issued to the investors will expire in July 2010.
Net proceeds from the private placement were approximately $16.8 million, net of $1.2
million of issuance costs. We issued to the placement agents warrants to purchase up to an
aggregate of 10,937 ordinary shares on the same terms as the warrants issued to the
investors.

# Business Overview

We are currently active in the
product line of high-end server networking cards with and without bypass (server
adapters), which is described in greater detail below. These are products for which we are
leveraging our expertise in networking and operating systems and facilitating improved
connectivity for servers by increasing the number of ports on the server adapters and by
adding bypass and other special functionality for security appliances, WAN (Wide Area
Network) optimization appliances and other network appliances. In 2006, we launched a new
product line of encryption acceleration server adapters. Revenues from this line in 2007
were negligible.

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Server Adapters

In an effort to leverage our
strengths, in late 2002 we began exploring a new direction which has become our primary
growth driver and which we project will continue being our main source of growth in the
next few years: high-end server networking cards. Our core expertise has always been our
broad range of Ethernet and connectivity products, which provided personal computer users
with solutions to their connectivity problems. In late 2002, we decided to employ our core
know-how in the realm of server-based systems. Doing so takes advantage of our competitive
edge by using the expertise we have developed in connectivity solutions for personal
computers in industries which require broader connectivity solutions with very
high-performance environments. Examples of these industries are security, WAN
optimization, load balancing and other network appliances, data storage, video on demand,
internet content delivery, high-performance computing and web servers.

We have developed a line of products
for the server networking industry which facilitates interaction between servers, allowing
them to communicate with each other through a larger number of ports and with higher
performance than their original capabilities. These are powerful products that allow
server-based systems to fully exploit the high speed potential of Gigabit Ethernet. The
products have either one, two, four or six ports, which plug into the servers between
which interaction is facilitated. We believe that our products cover a broader scope of
features than those of our main competitor, Intel. We believe that our expanded feature
set coupled with the fact that our products are based on two different industry leader
chip sets (Intel and Broadcom), which makes them more compatible with our potential
customers needs, gives us a competitive edge. To the best of our knowledge we are
currently the only company offering such a comprehensive range of server networking
products.

Following demands from customers and
potential customers, we developed some of these same products with a bypass feature.
Intended for mission-critical environments, the Silicom Gigabit Ethernet Bypass Networking
Cards feature innovative bypass circuitry to maintain continuity of network connectivity
in the event of an appliance failure. Upon the occurrence of an appliance failure, the
cards bypass mechanism automatically reroutes traffic to bypass faulty components,
enabling customers to have reliable and always available network accessibility. As with
all of Silicoms Multiport Gigabit Ethernet Networking Cards, the Bypass Cards also
improve server throughput and performance during normal operations by introducing more
ports and better throughput while reducing network congestion, simplifying network
management, and minimizing CPU utilization. In addition, we have also developed
stand-alone bypass solutions which do not include the networking component. The addition
of the innovative bypass capability makes Silicom Gigabit Ethernet Bypass Networking Cards
and stand-alone bypass solutions an appropriate connectivity solution for security and WAN
optimization appliances, as well as for appliances targeted at other
high-potential, growing markets such as network monitoring, load balancing, network event
management, network optimization, LAN policy enforcement, intrusion detection, virus
protection, e-mail content filtering, and more. To the best of our knowledge we are
currently the only company offering such a comprehensive line of bypass products, which
offers dual port and quad port cards, copper and fiber interfaces and dual chip set (Intel
and Broadcom). Although the situation may change in the future, we believe that our
competition in the bypass card market is less significant than our competition in the
non-bypass card market.

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The products are divided into two
groups: One group of products is based on Broadcoms chipset and the other group is
based on Intels chipset.

Examples of products based on
Broadcoms chipset are: PXG6, PXG4, PXG2, PXG2F, PEG1, PEG1F, PEG2, PEG4BP, PXG2BP,
PXG4BP, PXG2-ROHS. The number in each product name represents the number of
Gigabit-Ethernet ports that the product has. The F (in the fourth and sixth products)
represents a Fiber-optic Ethernet interface, rather than a copper Ethernet interface as in
the other products. The X represents PCI-X based products, while E represents PCI-Express
based products, indicating products that are based on the newest PCI-Express bus. The BP
represents a card that carries the bypass functionality. The ROHS represents a card that
is ROHS compliant. Products based on the Intel chipset carry the same name with an
addition of i at the end to indicate the Intel chipset. Examples of the Intel
based products are: PXG6i, PXG4i, PXG2i, PXG2Fi, PXG4Fi, PXG2BPi, PXG4BPi, PXG4BPi-ROHS,
PXG2BPFi and PXG4BPFi PEG2i, PEG4BPi. Except for the difference in the type of chipset,
type of bus, bypass functionality, number of ports and type of Ethernet interface, all of
the principal applications are similar.

Principal Applications, all of which
demand high performance Multi-Port connectivity:

| |  | Security
appliances
| | - | -------------------

| |  | WAN
optimization appliances
| | - | ---------------------------

| |  | Load
balancing and traffic management appliances
| | - | ------------------------------------------------

| |  | Network-attached
storage (NAS)
| | - | ------------------------------

| |  | Video
on Demand servers
| | - | -----------------------

| |  | Content
Delivery servers
| | - | ------------------------

| |  | Internet
Service Providers / Web Hosting
| | - | ----------------------------------------

| |  | High
end computing
| | - | ------------------

It would be difficult to design such
high-end products without a high level of cross-disciplinary knowledge. The products we
have developed use our Ethernet and operating systems expertise. The products in this line
include more than forty Multi-Port Gigabit-Ethernet Server Networking cards (bypass and
non-bypass).

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Our business model for our server
adapter line of products is called the Design Win Model. The following are the main
aspects of this model:

| |  | We
approach a potential customer or are approached by such customer.
| | - | --------------------------------------------------------------------

| |  | If
the customer shows interest in the products and we believe that achievement of a business
relationship with the customer is possible, we ship products for such customers
evaluation.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | During
the evaluation process the customer receives a few of our Server Networking Cards for
initial basic testing. If the evaluation process is successful, we ship products for
qualification.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | During
the qualification process the customer receives a larger amount of our Server Networking
Cards for more specific testing, which may include certain customization of our products
to its specific needs.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | If
the qualification process is successful, we enter into negotiations regarding the terms
of a business relationship.
| | - | ----------------------------------------------------------------------------------------------------------------------

| |  | In
some cases, typically with the larger customers, the evaluation and qualification process
may take 12 months or more.
| | - | ------------------------------------------------------------------------------------------------------------------------

| |  | Once
all phases mentioned above are concluded, the customer will purchase products from us, in
order to incorporate them within its server based systems and sell such systems with our
cards embedded in them. The sale of our products within such systems is the objective of
our Design Win Model. In most cases once we secure a Design Win our customer will
continue to buy our cards for as long as it continues to sell its server based system.
Yet, in some cases, we may only be a second source from which a customer purchases, in
which case the customer may not necessarily make continuous orders.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We believe that the high-end server
networking cards (with and without bypass) will continue to be a key driver of our growth
in the coming years. A distinct advantage of these products is that the demand in the
server based industry has been almost continuously growing. Certain fields within this
industry, such as the security appliances market, WAN optimization appliances market,
other network appliances market, the storage market and several additional markets have
demonstrated strong growth. This industry continues to require innovative solutions that
must become faster and must provide additional functionalities each time they are
implemented. However, the process of achieving Design Wins and obtaining new customers is
time consuming as a result of the fact that the sales cycles for products in this industry
are long. Nevertheless, each Design Win we achieve, may represent an opportunity for
sustained, long-term revenues.

Legacy Products

We also have a product line of legacy
products, including connectivity solutions for portable PCs and Broadband Internet access
products. This is our previous area of expertise, in which demand for our products
has significantly declined, and we expect our business in this product line to fully phase
out over time.

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# Principal Markets

The principal markets in which we
compete are set forth more particularly in, and are incorporated by reference to Note 13
to the consolidated financial statements set forth in Item 18 of this annual report. In
2005, 2006 and 2007, approximately 5%, 7% and 4%, respectively, of our sales were in
Europe, 77%, 72% and 75%, respectively, were in the United States, and 18%, 21% and 21%,
respectively, were in other countries.Our main business is not seasonal, and we
believe that there are sufficient sources and raw materials available to sustain it.

# Sales and Marketing

Over the last few years, our sales
and marketing has been carried out through a network of strategic relationships with
leading original equipment manufacturers which sell our products, generally as a part of
their systems and sometimes under their own private labels. Our current original equipment
manufacturer customers are mostly active in the security appliances market, WAN
optimization market, other network appliances markets (such as load balancing and traffic
management), storage market, general servers market and other server based applications.
They are referred to in this report as OEMs, or OEM customers. Our strategy of carrying
out strategic relationships with OEM customers continues to be the strategy under which we
operate. We believe that these relationships enable us to take advantage of the superior
financial resources and market presence of these companies to increase our sales and
establish, maintain and strengthen our position and reputation in the market. In addition,
we believe that relationships with OEMs improve access to new technologies developed by
such OEMs, thereby ensuring smooth integration of our products and technology with those
of the OEMs. In furtherance of this strategy, in 2005, 2006 and 2007 we entered into
additional strategic arrangements with additional OEMs and continued recording Design Wins
from OEMs who purchase our products. Revenues from sales of our products to OEM customers
in 2007 constituted approximately 99% of our revenues. We expect the percentage of our
revenues that is derived from sales of connectivity products to OEM customers to continue
being approximately 99% as we continue to focus our efforts on our server adapter
products, which are sold mostly to OEMs.As such, the loss of some of our OEM
customers may have a material adverse effect on our operations and financial results and
we cannot assure you that we will be able to enter into strategic relationships with OEMs
in the future. Our other non-OEM products are marketed directly, through our U.S.-based
subsidiary and through a network of independent distributors. Normal payment terms of our
OEM customers are up to 90 days net.Substantially all of our international sales
are denominated in U.S. dollars and may be subject to government controls and other risks,
including, in some cases, export licenses, federal restrictions on export, currency
fluctuations, political instability, trade restrictions and changes in tariffs and freight
rates. We have experienced no material difficulties to date as a result of these factors.

Our arrangements with OEMs (and
distributors and resellers when applicable) are generally non-exclusive. We have generally
experienced good relations with our customers and are not aware of any pending
terminations other than with respect to products that newer technologies have eliminated
the need for.

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Our OEMs, distributors and resellers
are not within our control. They are not obligated to purchase products from us and may
represent other lines of products. A reduction in sales effort or discontinuance of sales
of our products by our OEMs could lead to reduced sales and could materially adversely
affect our operating results. Use of OEMs also entails the risk that OEMs will build up
inventories in anticipation of a growth in sales. If such growth does not occur as
anticipated, these OEMs may substantially decrease the amount of products ordered in
subsequent quarters, discontinue product orders or even attempt to return unsold products.
The loss or ineffectiveness of several of our OEMs at approximately the same time might
have a material adverse effect on us.

# Research and Product
Development

Since we commenced operations, we
have conducted extensive research, development and engineering activities. Our efforts
emphasize the development of new products, cost reduction of current products, and the
enhancement of existing products, generally in response to rapidly changing customer
preferences, technologies and industry standards. During 2003-2007 we fully matured our
Multi-Port line of Server Adapter products and further invested in the development of
other products including development of cards incorporating bypass functionality, addition
of a full line of PCI-Express cards based on both chipsets we used for the PCI-X based
cards, supplementing a line of PCI-Express bypass cards and adding a line of ROHS
compliant cards for PCI-X cards (as PCI-Express cards were originally designed to be ROHS
compliant). During 2006 we launched a new product line of high-performance encryption
cards designed to improve the throughput of internet security appliances and network
gateways. The products improve the performance of networking appliances by independently
executing encryption tasks, thereby accelerating the encryption process and freeing the
CPUs of such appliances for other activities. During 2007, we enhanced our offering of
encryption cards by adding a line of encryption products which is based on a second
chipset manufacturer, positioning ourselves again (just like with the networking adapters)
as an independent supplier which is able to deliver such cards based on chipsets delivered
by the leaders in this industry. In addition, during 2007, we developed a line of
stand-alone bypass solutions which allow the use of our solutions even where the
networking component of the solution is already present. Also, during 2007, we worked to
develop a series of 10Gbps adapters, based both on Intel chips and on Broadcom chips.

We cannot assure you that any of our
development efforts will result in commercially successful products, that such products
will be released in a timely manner or that we will be able to respond effectively to
technological changes or new product announcements by others.

The markets for our products are
characterized by rapidly changing technology and evolving industry standards. We believe
that success will depend upon our ability to successfully market new networking and
connectivity concepts and, to a lesser extent, upon our ability to enhance our existing
products and to continue to introduce new products on a timely basis. Accordingly, we
intend to make substantial investments in technology development. Notwithstanding these
efforts, we cannot assure you that we will be successful in selecting, developing,
manufacturing and marketing our technology or our enhanced and new products in a timely
manner.

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# Manufacturing and
Suppliers

Our manufacturing operations consist
primarily of producing finished goods from components and sub-assemblies purchased from
third parties. In addition, we perform testing and quality assurance procedures with
respect to the components and sub-assemblies which are incorporated into our final
products and the final products themselves.

We seek to monitor quality with
respect to each stage of the production process including, but not limited to, the
selection of component suppliers, warehouse procedures and final testing, packaging and
shipping. We have been certified as complying with ISO 9001:2000", which is a
quality control standard used in our industry. We believe that our quality assurance
procedures have been instrumental in achieving a high degree of reliability for our
products. We intend to continue to maintain and improve the efficiency of such procedures.
Although we generally use standard parts and components for our products, certain key
components used in our products are currently available from only one source, and others
are available from a limited number of sources. Components currently available from one
source include proprietary Gigabit Ethernet chipsets and other components, including other
semiconductor devices and transformers, as well as plastic and metal product housings. We
believe that we maintain a sufficient inventory of these components to protect against
delays in deliveries. There can be no assurance that we will not experience delays in the
supply of critical components in the future or that we will have a sufficient inventory of
critical components at such time to produce products at full capacity. If we do experience
such delays and there is an insufficient inventory of critical components at that time,
our operations and financial results would be adversely affected.

We are generally required to fill
orders for our products within one or two weeks after receipt of a firm purchase order.
Consequently, we need to maintain inventory at levels that are in accordance with our
forecasts and those of our customers. There can be no assurance that such forecasts will
indeed materialize into firm purchase orders and consequently we cannot guarantee that the
full volume of such inventory will be delivered against firm purchase orders and not
remain unused.

# Competition

The data server adapters industry is
highly competitive. We face competition from numerous companies, some of which are more
established, benefit from greater market recognition and have greater financial,
production and marketing resources than we do. We cannot guarantee that our present or
contemplated products will continue to be distinguishable from those of our competitors or
that the marketplace will find our products preferable to those of our competitors.
Furthermore, there can be no assurance that competitive pressures will not result in price
reductions that could materially adversely affect our business and financial condition and
the results of our operations.

24

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In the server networking industry for
which we have developed our Multi-Port Gigabit-Ethernet Server Networking cards, our main
competitor is Intel. In the bypass cards industry, our competition is not as significant.
To the best of our knowledge, our only significant competitors in this industry are
Interface Masters, Portwell and Adlink. Intel has also begun to offer bypass cards,
primarily as a solution to an Intel-based appliance. There also may exist other local
solutions which may compete with our products, including solutions which are not an
embedded card but rather an external box.

# Intellectual Property
Rights and Software Protection

Our success and ability to compete
are dependent to a significant degree on our technology. We currently rely on a
combination of non-disclosure agreements and technical measures, to establish and protect
the technology we use in our products. These measures afford only limited protection, and
accordingly, there can be no assurance that the steps we take will be adequate to prevent
misappropriation of our technology or the independent development of similar technologies
by others. Despite our efforts to protect our technology, unauthorized parties may attempt
to copy aspects of our products and develop similar hardware or software or to obtain and
use information that we regard as proprietary. In addition, there can be no assurance that
one or more parties will not assert infringement claims against us. The cost of responding
to claims could be significant, regardless of whether the claims are valid.

# Governmental Regulation
Affecting the Company

We are affected by the terms of
research and development grants we have received from the Office of the Chief Scientist of
Israel (OCS). Under the terms of Israeli Government participation, a royalty
of 3% or up to 6% of the net sales of products developed from a project funded by the OCS
must be paid, beginning with the commencement of sales of products developed with grant
funds and ending when 100% or 150% of the grant is repaid. For projects approved after
January 1, 1999, the amount of royalties payable is up to a dollar-linked amount equal to
100% of such grants plus interest at LIBOR. The terms of Israeli Government participation
also impose significant restrictions on manufacturing outside Israel of products developed
with government grants and the transfer to third parties of technologies developed through
such projects is subject to approval of the OCS. There can be no assurance that such
approval, if requested, will be granted on reasonable commercial terms.

In addition, we receive certain tax
benefits and reduced tax rates from the Israeli government due to our status as an
Approved Enterprise under the Law for the Encouragement of Capital
Investments-1959, as amended. See Item 10. Additional Information 
Taxation. The entitlement to these benefits is conditional upon our fulfillment of
the conditions stipulated by the law, regulations promulgated thereunder and the
instruments of approval for the specific investments. In the event of failure to comply
with these conditions, the benefits could be canceled and we would be required to refund
the amount of the benefits, in whole or in part, with the addition of linkage differences
and interest.

25

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# Organizational Structure

We have one wholly owned subsidiary
which is incorporated in the United States under the name Silicom Connectivity Solutions,
Inc. Two of our founders, Messrs. Yehuda and Zohar Zisapel, are also founders, directors
and principal shareholders of several other corporations. See Item 7. Major
Shareholders and Related Party Transactions.

# Property, Plants and
Equipment

We do not own any real property, but
we lease property at three locations. Our executive offices and research and development
facilities are located in Kfar Sava, Israel. The original term of our lease with respect
to such space expired on October 31, 1998 and was renewed for additional one-year periods
through October 31, 2007. In November 2007, we signed a lease agreement extending the term
of the lease for our Kfar Sava offices until December 31, 2008. The facility is 665 square
meters in size and we currently pay a monthly rent of approximately $7,500.

We conduct our manufacturing from a
facility in Yokneam, Israel, which is 813 square meters in size. The monthly rent payments
for this facility are approximately $9,000. The lease was originally for a four year
period, ending on August 15, 2004 and included an option to renew the lease for an
additional period of one year. We exercised the renewal option for our manufacturing
facility, and further extended the lease agreement until August 15, 2006. Following a
change in ownership of the property, we signed an agreement extending the lease period
until August 31, 2007. In September 2007, we extended the lease further until December 31,
2008 and included an option to renew the lease for an additional period of two years.

Commencing in February 2004, we began
to sub-lease office space in Paramus, New Jersey, from an affiliate. This sub-lease was in
effect until January 31, 2006 and was renewed for additional one-year periods through
January 31, 2009. Currently, the monthly rent payments for this space are approximately
$500. See Item 7  Major Shareholders and Related Party Transactions.

We believe that our facilities in
Israel and in the United States are suitable and adequate for our operations as currently
conducted. In the event that additional facilities are required or we need to seek
alternative rental properties, we believe that we could obtain such additional or
alternative facilities at commercially reasonable prices.

|Item 4A. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

There are no unresolved staff
comments.

26

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|Item 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|------- | --------------------------------------------

# General

Silicom was incorporated in Israel
and commenced operations in 1987. We have traditionally been engaged in the design,
manufacture, marketing and support of connectivity solutions for computers. In the years
2000 and 2001, we leveraged the IP developed in this area for use in the broadband
internet access market. In late 2002, we leveraged our expertise and know-how in
networking and operating systems to develop a line of high-end server networking cards. We
made initial sales of these products to a number of customers during 2003 and recorded
growing sales of these products throughout 2004, 2005, 2006 and 2007. We primarily sell
our products through original equipment manufacturers and, to a lesser extent, through
independent distributors (on a non-exclusive basis).

# Critical Accounting
Policies

The discussion and analysis of our
financial condition and results of operations are based upon our consolidated financial
statements, which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these financial statements requires us
to make estimates and judgments that affect the reported amount of assets and liabilities,
revenues and expenses, and related disclosure of contingent assets and liabilities at the
date of our financial statements. Actual results may differ from these estimates under
different assumptions or conditions.

Critical accounting policies are
defined as those that are reflective of significant judgments and uncertainties, and could
potentially result in materially different results under different assumptions and
conditions. We believe that our critical accounting policies are limited to those
described below.

| | Inventories
 Inventories are stated at the lower of cost or market. Cost is determined using
the average-cost method for raw materials. The cost of the work in process
and finished goods of the Companys products is determined based on direct cost plus
specific allocation of overhead to each product. We carefully examine our obsolete or
slow-moving inventory situation and write down obsolete or slow-moving inventory to its
market value. The examination of obsolete or slow-moving inventory includes our estimates
of the likelihood of using or selling each of the inventory parts.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Allowance
for doubtful accounts  Trade receivables are recorded less the related allowance
for doubtful accounts receivable. We consider accounts receivable to be doubtful when it
is probable that we will be unable to collect all amounts, taking into account current
information and events regarding our customers ability to repay their obligations.
The balance sheet allowance for doubtful debts is determined as a specific amount for
those accounts the collection of which is uncertain. We perform our estimates regarding
potential doubtful debts based on payment history and correspondence with our customers,
and based on new information we receive about the customers financial situation. As
of December 31, 2007, the allowance for doubtful debts was $20,000.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

27

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| | Deferred
Taxes  We account for income taxes under Statement of Financial Accounting
Standards (SFAS) No. 109 Accounting for Income taxes (SFAS No.
109). Under SFAS No. 109, deferred tax assets or liabilities are recognized in respect of
temporary differences between the tax bases of assets and liabilities and their financial
reporting amounts as well as in respect of tax losses and other deductions which may be
deductible for tax purposes in future years, based on tax rates applicable to the periods
in which such deferred taxes will be realized. Deferred tax assets for future tax
benefits from realization are included when their realization is more likely than not.
Valuation allowances are established when necessary to reduce deferred taxes assets to
the amount expected to be realized. Valuation allowances in respect of deferred taxes
were recorded in respect of the following matters:
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | n | Carry
forward tax losses  As of December 31, 2007, our subsidiary had federal carry
forward tax losses of approximately $557,000 to be realized through 2024 and New Jersey
state carry forward tax losses of approximately $391,000 to be realized through 2012.
There is no assurance that these carry forwards will be realized.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | n | Taxes,
which may apply upon the realization of investments in consolidated subsidiaries and
affiliated companies  currently there is no intention to realize such investments.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | n | Deferred
tax assets and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in income in
the period that includes the enactment date. Deferred tax assets and liabilities are
classified as current or non-current items in accordance with the nature of the assets or
liabilities to which they relate. When there are no underlying assets or liabilities the
deferred tax assets and liabilities are classified in accordance with the period of
expected reversal. Income tax expenses represent the tax payable for the period and the
changes during the period in deferred tax assets and liabilities. As of December 31,
2007, the deferred tax assets, net were $73,000.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Accounting
for uncertainty in income taxes  Beginning with the adoption of FASB Interpretation
No. 48, Accounting for Uncertainty in Income Taxes (FIN 48) as of January 1,
2007, the Company recognizes the effect of income tax positions only if those positions
are more likely than not of being sustained. Recognized income tax positions are measured
at the largest amount that is greater than 50% likely of being realized. Changes in
recognition or measurement are reflected in the period in which the change in judgment
occurs. Prior to the adoption of FIN 48, the Company recognized the effect of income tax
positions only if such positions were probable of being sustained.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

28

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| | FIN 48
clarifies the accounting for uncertainty in income taxes recognized in an enterprises
financial statements in accordance with SFAS No. 109. This interpretation prescribes a
minimum recognition threshold a tax position is required to meet before being recognized
in the financial statements. FIN 48 also provides guidance on derecognition of tax
positions, classification on the balance sheet, interest and penalties, accounting in
interim periods, disclosure, and transition. FIN 48 requires significant judgment in
determining what constitutes an individual tax position as well as assessing the outcome
of each tax position.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company and its subsidiary adopted the provisions of FIN 48 as of January 1, 2007, and
there was no material effect on the financial statements. As a result, the Company and
its subsidiary did not record any cumulative effect related to adopting FIN 48.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | As
of January 1, 2007 and for the twelve months ended December 31, 2007, the Company and its
subsidiary did not have any unrecognized tax benefits. In addition, the Company and its
subsidiary dodoes not expect that the amount of unrecognized tax benefits will change
significantly within the next 12 months.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Accounting
for Stock-Based Compensation  Effective January 1, 2006, the Company adopted FASB
Statement No. 123(R), Share-Based Payment (SFAS No. 123(R)). This statement
replaces FASB Statement No. 123, Accounting for Stock-Based Compensation (SFAS
No. 123) and supersedes Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees (APB Opinion No. 25). SFAS No. 123(R) requires that all
stock-based compensation be recognized as an expense in the financial statements and that
such cost to be measured at the fair value of the award. This Statement was adopted using
the modified prospective method of application, which requires the Company to recognize
compensation cost on a prospective basis. Under this method, the Company recorded
stock-based compensation expense for awards granted prior to, but not yet vested as of
January 1, 2006, using the fair value amounts determined for pro-forma disclosures under
SFAS No. 123. For stock-based awards granted after January 1, 2006, the Company
recognizes compensation expense based on estimated grant date fair value using the
Black-Scholes option-pricing model.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Prior
to January 1, 2006, the Company followed SFAS No. 123 which permitted entities to
recognize as an expense over the vesting period, the fair value on the date of grant of
all stock-based awards. Alternatively, SFAS No. 123 allowed entities to continue to apply
the provisions of APB Opinion No. 25 and related interpretations and provide pro-forma
net income and pro-forma earnings per share disclosures for employee stock option grants
as if the fair-value based method defined in SFAS No. 123 had been applied. The Company
elected to apply the intrinsic value-based method prescribed in APB Opinion No. 25 for
its stock compensation to employees and directors and provide the pro-forma disclosure
provisions of SFAS No. 123, as amended by Statement 148, Accounting for Stock-Based
Compensation Transition and Disclosure, an amendment of SFAS No. 123".
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

29

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# Recently Enacted
Accounting Pronouncements

In February 2007, the FASB issued FASB
statement No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities- including an amendment of FASB No. 115 (SFAS No. 159). SFAS No.159
gives the company the irrevocable option to carry most financial assets and liabilities at
fair value that are not currently required to be measured at fair value. If the fair value
option is elected, changes in fair value would be recorded in earnings at each subsequent
reporting date. SFAS No. 159 is effective for the Companys 2008 fiscal year. The
Company believes that the adoption of SFAS No. 159 will not have a material impact on the
Companys financial condition, results of operations or cash flows.

In September 2006, the FASB issued
FASB Statement No. 157, Fair Value Measurement (SFAS No. 157). SFAS No. 157
defines fair value, establishes a framework for the measurement of fair value, and
enhances disclosures about fair value measurements. The Statement does not require any new
fair value measures. The statement is effective for fair value measures already required
or permitted by other standards for fiscal years beginning after November 15, 2007. The
Company is required to adopt SFAS No.157 beginning on January 1, 2008. SFAS No. 157 is
required to be applied prospectively, except for certain financial instruments. Any
transition adjustment will be recognized as an adjustment to opening retained earnings in
the year of adoption. In February 2008, the FASB approved FSP 157-2, which grants a
one-year deferral of SFAS No. 157s fair value measurement requirements for
nonfinancial assets and liabilities that are not required or permitted to be measured at
fair value on a recurring basis. The Company believes that the adoption of SFAS No. 157
will not have a material impact on the Companys financial condition, results of
operations or cash flows.

In December 2007, the FASB issued
FASB Statement No. 141R, Business Combinations (SFAS No. 141R) and FASB
Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements-an
amendment to ARB No. 51 (SFAS No. 160). SFAS Nos. 141R and 160 require most
identifiable assets, liabilities, noncontrolling interests, and goodwill acquired in a
business combination to be recorded at full fair value and require
noncontrolling interests (previously referred to as minority interests) to be reported as
a component of equity, which changes the accounting for transactions with noncontrolling
interest holders. Both Statements are effective for periods beginning on or after December
15, 2008, and earlier adoption is prohibited. SFAS No. 141R will be applied prospectively
to all noncontrolling interests, including any that arose before the effective date. The
Company believes that the adoption of SFAS Nos.141R and 160 will not have a material
impact on the Companys financial condition, results of operations or cash flow.

30

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# Operating Results

You should read the following
managements discussion and analysis of our financial condition and operating results
in conjunction with the consolidated financial statements and the related notes thereto
included in this annual report. The following table sets forth, for the periods indicated,
the relationship (in percentages) of items from our Consolidated Statement of Operations
Data to our total sales:

# Year Ended December 31,

|                                                   | 2005 | 2006 | 2007
|-------------------------------------------------- | ---- | ---- | ----
|
|
|
|
|Sales                                              |      |      |     
|                                                   |      |     
|Cost of sales                                      |      |      |     
|                                                   |      |     
|Gross profit                                       |      |      |     
|                                                   |      |     
|Research and development costs, gross              |      |      |     
|                                                   |      |     
|(Less) grant participation                         |      |      |     
|                                                   |      |     
|Research and development costs, net                |      |      |     
|                                                   |      |     
|Selling and marketing expenses                     |      |      |     
|                                                   |      |     
|General and administrative expenses                |      |      |     
|                                                   |      |     
|Operating Income                                   |      |      |     
|                                                   |      |     
|Financial income, net                              |      |      |     
|                                                   |      |     
|Income before taxes on income (income tax benefit) |      |      |     
|                                                   |      |     
|Taxes on income (income tax benefit)               |      |      |     
|                                                   |      |     
|Net Income                                         |      |      |     

Sales in 2007 increased by 66.2% to
$26,784 thousand compared to $16,118 thousand in 2006, mainly due to Design Wins which
matured during 2007 and due to additional Design Wins that were secured, all of which were
related to our line of Server Adapters.

31

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Sales in 2006 increased by 48.2% to
$16,118 thousand compared to $10,876 thousand in 2005, mainly due to Design Wins which
matured during 2006 and due to additional Design Wins that were secured, all of which were
related to our Server Adapters. Approximately 97% of our sales in 2006 were attributable
to our line of Server Adapters and 3% were attributed to our legacy products.

Gross profit in 2007 was $10,690
thousand compared to $6,291 thousand in 2006. Gross profit as percentage of sales in 2007
was 39.9%, compared to 39.0% in 2006. Our gross profit is largely dependent on the mix of
products we sell during a specific year. The slightly higher gross profit percentage in
2007 was primarily a result of such a change to the mix of sold products.

Gross profit in 2006 was $6,291
thousand compared to $4,369 thousand in 2005. Gross profit as percentage of sales in 2006
was 39.0%, compared to 40.2% in 2005. Our gross profit is largely dependent on the mix of
products we sell during a specific year. The slightly lower gross profit percentage in
2006 was primarily a result of such a change to the mix of sold products.

Research and development expenses,
gross, in 2007 increased by 21.3% to $2,208 thousand compared to $1,820 thousand in 2006.
This increase was mainly attributed to our continued investment in new product
development, enhancements to existing products, and the development of new networking and
connectivity technologies.

Research and development expenses,
gross, in 2006 increased by 16.6% to $1,820 thousand compared to $1,561 thousand in 2005.
This increase was mainly attributed to our continued investment in new product
development, enhancements to existing products, and the development of new networking and
connectivity technologies.

Selling and marketing expenses in
2007 increased by 39.1% to $1,537 thousand compared to $1,105 thousand in 2006, mainly due
to our continued investment in the promotion of our server networking products.

Selling and marketing expenses in
2006 increased by 22.4% to $1,105 thousand compared to $903 thousand in 2005, mainly due
to our continued investment in the promotion of our server networking products.

General and administrative expenses
in 2007 increased by 21.3% to $1,189 thousand compared to $980 thousand in 2006, mainly
due the growth in our activity as demonstrated by the increase in our sales which amounted
to 66.2%.

General and administrative expenses
in 2006 increased by 41.0% to $980 thousand compared to $695 thousand in 2005, mainly due
to the growth in our activity as demonstrated by the increase in our sales which amounted
to 48.2%.

Financial income in 2007 increased by
472.5% to $956 thousand compared to $167 thousand in 2006. The increase was primarily a
result of an increase in funds available for investments.

32

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In 2007 we recorded current income
tax expenses of $424 thousand and deferred income tax expenses of $8 thousand, compared to
no current income tax expenses and deferred income tax of $46 thousand in 2006.

Net income for 2007 was $6,280
thousand compared to a net income of $2,599 thousand in 2006, mainly due to our higher
sales in 2007.

Net income for 2006 was $2,599
thousand compared to a net income of $1,322 thousand in 2005, mainly due to our higher
sales in 2006.

# Impact of Inflation and
Devaluation on Results of Operations, Liabilities and Assets

Since the institution by the Israeli
government of an economic recovery program for the halting of high inflation rates in
1985, inflation, while continuing, has been significantly reduced and the rate of
devaluation has been substantially diminished. Since the majority of our revenues are
denominated and paid in U.S. dollars, we believe that inflation and fluctuations in the
U.S. dollar exchange rate have no material effect on our revenue. Inflation in Israel and
the Israeli currency as well as U.S. dollar exchange rate fluctuations, do however, have
some effect on our expenses and, as a result, on our net income/loss. The cost of our
Israeli operations, as expressed in U.S. dollars, is influenced by the extent to which any
increase in the rate of inflation in Israel is not offset (or is offset on a lagging
basis) by a devaluation of the NIS in relation to the U.S. dollar.

We do not presently engage in any
hedging or other transactions intended to manage the risks relating to foreign currency
exchange rate or interest rate fluctuations. However, we may in the future undertake such
transactions, if management determines that it is necessary to offset such risks.

# Liquidity and Capital
Resources

As of December 31, 2007, we had
working capital of $24,054 thousand and our current ratio (current assets to current
liabilities) was 6.10. Since inception, our operations have been funded through capital
contributions, research and development grants and cash flows from operations.Cash
and cash equivalents as of December 31, 2007 increased by $9,703 thousand to $14,216
thousand compared with $4,513 thousand as of December 31, 2006. Short-term marketable
securities increased by $2,507 thousand and long-term marketable securities increased by
$11,399 thousand. The net increase of $23,609 thousand in these three balance sheet items
in 2007 was mainly due to the net proceeds from our May 2007 private placement, due to the
exercise of warrants and options and due to the net cash provided by operating activities.

Trade receivables increased to $6,545
thousand as of December 31, 2007 from $3,277 thousand as of December 31, 2006, mainly due
to the significant increase in sales in the fourth quarter of 2007, as compared to sales
in the fourth quarter of 2006. Other receivables increased from $301 thousand to $338
thousand.

33

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Cash provided by operating activities
in 2007 amounted to $3,668 thousand compared to cash provided by operating activities in
the amount of $2,001 thousand in 2006. The cash provided by operating activities in 2007
was the result of our positive operating income. The figure is lower than the actual
operating income due to the fact that as sales grow, we are required to devote more
resources to inventories and manufacturing activities, before collection of payments from
customers.

Inventories increased from $3,739
thousand at the end of 2006 to $4,078 thousand at the end of 2007, mainly due to the fact
that as our sales grow and customers demand receipt of products within a number of weeks
following the issuance of purchase orders, we are required to be ready to deliver our
products in accordance with our customers expectations.

Capital expenditures on property and
equipment in 2007 were $564 thousand compared with $257 thousand in 2006, mainly due to
the fact that in 2007 we increased investment in development and testing tools for our new
product lines of server networking cards, and due to the upgrading of our IT systems.

In January 2006, we completed an
offering and sale of 10,000 units in Israel, composed of 800,000 of our ordinary shares
and 400,000 warrants, pursuant to a prospectus filed with the Israeli Securities Authority
and TASE. The sale of units resulted in net proceeds of approximately $5.6 million.
399,934 warrants were exercised, resulting in additional proceeds of approximately $3.5
million. See Item 4. Information on the Company  History and Development of
the Company.

In May 2007, we conducted a private
placement, pursuant to which we issued to certain accredited investors and
qualified institutional purchasers 875,000 ordinary shares at a purchase price
of $20.50 per share and warrants to purchase up to 218,750 ordinary shares at an exercise
price of $28.25 per share. The warrants issued to the investors will expire in July 2010.
Net proceeds from the private placement were approximately $16.7 million, net of $1.2
million of issuance costs. We issued to the placement agents warrants to purchase up to an
aggregate of 10,937 ordinary shares on the same terms as the warrants issued to the
investors.

We have cash and cash equivalents
that we believe are sufficient for our present requirements.

Trade payables increased from $2,481
thousand at the end of 2006 to $2,997 thousand at the end of 2007, mainly due to the
growing sales resulting in growing operating expenses. Other payables and accrued
liabilities increased from $971 thousand at the end of 2006 to $1,715 thousand at the end
of 2007.

# Research and
development, patents and licenses, etc.

Because the market for our products
is characterized by rapidly changing technology and evolving industry standards, our
success depends upon our ability to select, develop, manufacture and market new and
enhanced products in a timely manner to meet changing market needs. As such, we invest
significant resources in research and new product development, enhancements to existing
products, and the development of new networking and connectivity technologies, and we
expect to continue to do so.

34

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The Government of Israel encourages
research and development projects oriented towards products for export or projects which
will otherwise benefit the Israeli economy. As indicated below, in each of the three
fiscal years from 1999 to 2001, we received grants from the OCS for the development of
systems and products. We have received from the OCS approximately 30% of certain research
and development expenditures for particular projects. Under the terms of Israeli
Government participation, a royalty of 2% or up to 5% of the net sales of products
developed from a project funded by the OCS must be paid, beginning with the commencement
of sales of products developed with grant funds and ending when 100% or 150% of the grant
is repaid. For projects approved after January 1, 1999, the amount of royalties payable is
up to a dollar-linked amount equal to 100% of such grants plus interest at LIBOR. The
terms of Israeli Government participation also place restrictions on the location of the
manufacturing of products developed with government grants, which, in general, must be
performed in Israel, and on the transfer to third parties of technologies developed
through projects in which the government participates. See Item 10. Additional
Information  Taxation. We received approximately 20% of certain research and
development expenditures for a particular project in 2003 and approximately 30% of a
particular project in 2004. We did not have any new grant programs with the OCS in 2005,
2006 or 2007. In August 2005, we received approval for a $54 thousand dollar grant from
the Korea-Israel Industrial Research and Development Foundation, or Koril-RDF, in
connection with the joint development of a certain product with a Korean company. Under
the terms of this grant we are required to repay the amounts received at a rate of 2.5%
per year of our gross sales of the product developed with the grant in each such year,
until 100% of the grant (and any other sums received from Koril-RDF) are repaid. The
annual payment for every year following the first sale of the product will not exceed
certain percentages of the amounts received from Koril-RDF. We cannot guarantee that any
encouragement programs will be continued, or that we will continue to participate in them
to the extent they are continued.

The following table shows, for the
periods indicated, our gross research and development expenditures, the portion of such
expenditures which was funded by OCS and Koril-RDF, and the net cost to us of our research
and development activities:

35

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|                             | 2003 | 2004 | 2005 | 2006  | 2007
|---------------------------- | ---- | ---- | ---- | ----- | ----
|
|
|
|
|Gross research and           |      |      |      |       |     
|development expenses         |      |      | $    | 1,647 |     
|Portion funded by Chief      |      |     
|Scientist                    |      |      | $    | 150   |     
|Portion funded by            |      |     
|Korea-Israel Industrial      |      |     
|Research and Development     |      |     
|Foundation                   |      |      |      | -     |     
|Net research and development |      |     
|expenses                     |      |      | $    | 1,497 |     

We expect that we will continue to
commit resources to research and development in the future. As of February 29, 2008, the
Company employed 22 persons in research and development. Our gross research and
development expenses constituted approximately 14.4%, 11.3% and 8.2%, of our sales, and
our net research and development expenses constituted approximately 13.5%, 11.3% and 8.2%
of such sales, in the respective years ended December 31, 2005, 2006 and 2007. For
additional information concerning commitments to pay royalties on sales of products
developed from projects funded by the OCS, see Note 11A to our financial statements
included elsewhere in this annual report and see Item 10. Additional Information
 Taxation.

# Trend Information

In late 2002, we leveraged our
expertise and know-how in networking and operating systems to develop a line of high-end
server networking cards (Server Adapters). In todays network-based environment,
there is a growing demand for server-based systems. The markets for such systems are
almost continuously growing. Furthermore, the security market is growing due to an
increase in demand for security appliances, most of which are server based, and the WAN
optimization market, is growing due to an increase in demand for better WAN connection
between branch offices and headquarters. These two markets are now the main markets in
which our server adapters provide added value. We began investing in marketing and sales
of this line to potential markets and customers during 2003 and received initial purchase
orders from a number of sources. We continued to invest in the marketing of these products
during the course of 2004, 2005, 2006 and 2007 and the number of purchase orders for these
products increased significantly. The sales cycles in these markets are long, but once we
establish a customer base, each such customer will represent an opportunity for sustained,
long-term revenues. We expect that this product line will continue to be our principal
growth driver in the coming years, specifically with respect to the higher port density
cards, bypass cards, PCI-Express cards, ROHS compliant cards and recently with the
emerging 10Gbps cards, however, there is no assurance that we will continue to succeed in
having significant sales in this area.

36

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# Off-Balance Sheet
Arrangements

On July 22, 2002, our Audit Committee
and the Board of Directors approved an Indemnification Agreement with our directors and
officers. Our shareholders approved the terms of this agreement in a General and
Extraordinary Meeting held on January 7, 2004. In the March 2005 amendment to the Israeli
Companies Law-1999, the instances in which a company may indemnify its officers and
directors were broadened. In December 2007 each of our Audit Committee and Board of
Directors approved a new form of Indemnification Agreement with our directors and officers
so as to reflect this amendment. Our shareholders approved the terms of this new
Indemnification Agreement in January 2008. The Agreement provides that the directors and
officers will be exempt from liability in certain circumstances. The Agreement also
provides for the indemnification by the Company for certain obligations and expenses
imposed on the officer in connection with an act performed in his or her capacity as an
officer of the Company. This right to indemnification is limited, and does not cover,
among other things, a breach of an officers duty of loyalty, a willful breach of an
officers duty of care, or a reckless disregard for the circumstances or consequences
of a breach of duty of care. The right to indemnification also does not cover acts that
are taken intentionally to unlawfully realize personal gain. The maximum amount of our
liability under these Indemnification Agreements is currently $3,000,000.

# Tabular disclosure of
contractual obligations

The following table shows our
outstanding contractual obligations by category and by payments due as of December 31,
2007:

|Contractual Obligations | Payments due by period
|----------------------- | ----------------------
|
|
|
|
|Operating Leases        |                       
|Purchase Obligations    |                       
|Total                   |                       

The Companys total outstanding
contingencies in respect of royalty-bearing participations received or accrued, net of
royalties paid or accrued before interest, amounted to approximately $2,990 thousand as of
December 31, 2007 ($3,003 thousand as of December 31, 2006), of which $2,782 thousand are
attributable to sales of our legacy products and $208 thousand are attributable to sales
of our new line of products.

37

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|Item 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|------- | ------------------------------------------

# Directors and Senior
Management

The following table and notes thereto
set forth information regarding our officers, directors and senior management as of
February 29, 2008.

|Name             | Age |  | Position with Company                       
|---------------- | --- |  | --------------------------------------------
|
|
|
|
|Avi Eizenman     | 51  |  | Active Chairman of the Board                
|Shaike Orbach    | 57  |  | President, Chief Executive Officer, Director
|Yehuda Zisapel   | 65  |  | Director                                    
|Einat Domb-Har   | 41  |  | External Director                           
|Ilan Kalmanovich | 42  |  | External Director                           
|David Hendel     | 47  |  | Vice-President Research and Development     
|Eran Gilad       | 41  |  | Chief Financial Officer                     

Avi Eizenman
co-founded the Company in 1987 and has served as its President and as a Director, since
its inception. Mr. Eizenman also served as Chief Executive Officer from the Companys
inception until April 1, 2001, and on such date, he resigned from his position as Chief
Executive Officer and was appointed Active Chairman of the Board of Directors. Mr.
Eizenman served as head of the ASIC department at Scitex Ltd. in 1986. From 1979 until
1985, Mr. Eizenman held various positions, including project manager, ASIC specialist and
engineer, with the Electronic Research & Development Department of the Israeli
Ministry of Defense. Mr. Eizenman holds a B.Sc. degree, with honors, in Electrical
Engineering from the Technion, and an M.B.A. from Tel Aviv University.

Shaike Orbach has been President and Chief Executive Officer of the Company since April
2001. In December 2001, Mr. Orbach was named a Director, replacing Zohar Zisapel, who
resigned from the Board of Directors. Prior to that, for a period of four and a half
years, Mr. Orbach was President and CEO of Opgal Ltd., a high-tech subsidiary of
Israels Rafael and El-Op corporations. Previously, he was General Manager of
Edusoft, an Israeli company the shares of which were traded on the NASDAQ National Market
(now, the NASDAQ Global Market), and Managing Director of Tecsys Ltd. He holds a B.Sc
degree in Mechanical Engineering from the Technion.

Yehuda Zisapel
is a co-founder of the Company. He has served as a Director since its inception and served
as Chairman of the Board of Directors from 1999 until March 2001. Mr. Zisapel is also a
founder and a director of Rad Data Communications Ltd. (Rad), Bynet Data
Communications Ltd. (Bynet) and its subsidiaries and other companies in the
Rad Group. The Company has certain dealings with members of the Rad Group (see Item
7. Major Shareholders and Related Party Transactions). In 1966 and 1968, Mr. Zisapel
received a B.Sc. and an M.Sc. degree, respectively, in Electrical Engineering from the
Technion. In 1975, Mr. Zisapel received an M.B.A. from Tel Aviv University.

Einat Domb-Har
has served as Chief Financial Officer of Olista Ltd., a company providing unique solutions
for the cellular industry, since June 2006. From April 2004 to April 2006 Ms. Domb-Har
served as the Chief Financial Officer of Stage One Venture Capital, which focuses on seed
investment in the telecom industry. From 2000 to 2004 Ms. Domb-Har served as a controller
of Pitango Venture Capital, Israels largest pool of four venture capital funds. From
1994 to 1999 Ms. Domb-Har served as a senior manager at Kost, Forer and Gabbay, CPA, a
member of Ernst & Young International. Ms. Domb-Har is an Israeli Certified Public
Accountant and holds a BA in Economics and Accounting from Tel Aviv University. She also
holds an M.B.A. from the Israeli extension of Bradford University.

38

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Ilan Kalmanovich
Mr. Kalmanovich has managed Leaders Consulting & Management, a business
consulting firm, since March 2006. Mr. Kalmanovich acted as an independent consultant from
2003 to February 2006 and as Vice-President of Fahn Kaneh Consulting from 2004 to February
2006. From 2001 to 2002, Mr. Kalmanovich served as the Vice-President of Igud Hashkaot
Veyizum (A.S.I.) Ltd. of the Igud Bank Group. From 1996 to 2000 he served as a
senior consultant at BDO Ziv Haft Consulting and Management Ltd. From 2003 to May 2004 Mr.
Kalmanovich served as a director on the board of Satcom Systems Ltd. and previously served
as a director on the board of Cukierman & Co. Investment House Ltd., and as an
alternate director at Catalyst Investments L.P., the general partner of the Catalyst Fund
L.P. venture capital fund. Mr. Kalmanovich holds a B.Sc degree (with honors) in Industrial
Engineering from Ben-Gurion University and an M.B.A. from Tel Aviv University. He also
serves as a court-certified mediator and holds a license for investment consulting from
the Israeli Securities Authority.

David Hendel has
been Vice-President, Research and Development of the Company since 1995. From 1991 to
1995, he served as a Senior Hardware Engineer of the Company. Mr. Hendel previously served
as an engineer in the Intelligence Corps of the Israeli Defense Forces. He holds a B.Sc.
degree in Electrical Engineering from Ben-Gurion University.

Eran Gilad  has
been the Chief Financial Officer of the Company since May 2005. From 2002 to 2004 Mr.
Gilad served as VP of Finance & Operation at Frontline PCB Solutions Ltd. From 2000
until 2002 Mr. Gilad held senior financial and operational positions at Lynx Photonic
Networks Inc. From 1996 until 2000 Mr. Gilad held senior financial positions at
Technomatix Technologies Ltd. He is a Certified Public Accountant in Israel and holds an
M.A in Economics from Tel-Aviv University and a B.A in Accounting and Economics from
Tel-Aviv University.

39

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# Compensation

The aggregate direct remuneration
paid to all persons as a group who served in the capacity of director or executive officer
during the year ended December 31, 2007 was $839,170. We do not pay cash compensation to
Yehuda Zisapel for serving on our board of directors. We do pay cash compensation to Avi
Eizenman who is an active Chairman of the Board, to Shaike Orbach, who is the President
and Chief Executive Officer, and to Ms. Einat Domb-Har and Mr. Ilan Kalmanovich who are
external directors and receive compensation in accordance with the regulations promulgated
under the Israeli Companies Law-1999. All our officers work full time for us. Certain of
the compensation previously paid to our directors was paid in the form of options under
the Silicom Directors Share Incentive Plan (1994) and certain of such compensation is paid
in the form of options under the Share Option Plan (2004) described below. The Directors
Share Incentive Plan (1994) was adopted by the board of directors in August 1994, in order
to grant options to members of the board of directors who served on the board of directors
for at least three fiscal quarters. The Director Share Incentive Plan was administered by
the board of directors, which designated the optionees, dates of grant and the exercise
price of options. Under the Director Share Incentive Plan, 500,000 of our ordinary shares
were reserved for issuance. The options granted under the Director Share Incentive Plan
expire at the end of ten years from their date of grant and are non-assignable except by
the laws of descent. The grantee is responsible for all personal tax consequences of the
grant and the exercise thereof. We believe that we will bear no tax consequences in
connection with such grant or exercise. The Director Share Incentive Plan was cancelled in
July 2004 with respect to any share capital previously reserved and not yet allocated as
well as any share capital that becomes unallocated from time to time as outstanding
options expire or are forfeited. As of February 29, 2008, 110,000 options are outstanding
under the Director Share Incentive Plan (1994), all of which were granted to Mr. Avi
Eizenman (at an average exercise price of $5.61 and at termination dates that range from
April 2010 to August 2010).

On October 24, 2000, the board of
directors adopted the Silicom Ltd. US Share Option Plan (2000). This Plan is intended to
constitute a means of providing additional incentive to officers, consultants and certain
other present and future employees and directors of the Company and its subsidiaries.
Pursuant to the Plan, the Company may grant both Incentive Stock Options (as such term is
defined in Section 422 of the Internal Revenue Code of 1986, as amended; ISOs)
and Nonqualified Stock Options (NSOs), provided, however, that only our
employees or employees of our subsidiaries can receive ISOs. The Plan is administered by
the board of directors, which has full authority to grant options under the Plan. Under
the terms of the Plan, up to a maximum of 200,000 of our ordinary shares are reserved for
issuance, subject to certain adjustments. The exercise price of the options granted under
the Plan shall be not less than 100 percent (or, in the case of a grant of ISOs to a
holder of more than 10% of the Companys outstanding shares, 110 percent) of the fair
market value (as defined in the Plan) of the ordinary shares subject to the option on the
date the option is granted. The vesting period of the options is subject to the discretion
of the Board. The term of ISOs shall not exceed 10 years from the date on which they are
granted (or 5 years, in the case of optionees who hold more than 10% of our outstanding
shares). In total, as of February 29, 2008, we have granted 20,100 options pursuant to the
US Share Option Plan (2000) to employees of our US subsidiary  Silicom Connectivity
Solutions, Inc., 11,300 of which were returned to the Company due to certain employees who
left their positions not exercising their options.

40

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On December 30, 2004, our
shareholders adopted our Share Option Plan (2004). Under the original terms of the Share
Option Plan (2004) up to a maximum of 282,750 of our ordinary shares are reserved for
issuance, subject to certain adjustments, upon the exercise of options granted to
employees, directors, officers, consultants and service providers. In December 2007, the
Board of Directors increased the number of our ordinary shares available for issuance
under the Share Option Plan (2004) by 300,000. The Share Option Plan (2004) is
administered by the board of directors, which designates the optionees, dates of grant,
vesting periods and the exercise price of options. The options are non-assignable except
by the laws of descent. Certain tax advantages apply to certain of our directors, officers
and employees with respect to options granted to them under the Share Option Plan (2004).
As of February 29, 2008, we have granted a total of 456,000 options under the Share Option
Plan (2004), of which 70,000 options (30,000 at an exercise price of $2.53 and at a
termination date of December 30, 2014 and 40,000 at an exercise price of $11.20 and at a
termination date of the earlier to occur of: (a) January 24, 2016; and (b) the closing
price of our shares falling below $5.60) were granted to Mr. Avi Eizenman, 30,000 options
(at an exercise price of $2.53 and at a termination date of December 30, 2014) were
granted to Mr. Yehuda Zisapel, 70,000 options (30,000 at an exercise price of $2.53 and at
a termination date of December 30, 2014 and 40,000 (at an exercise price of $11.20 and at
a termination date of the earlier to occur of: (a) January 24, 2016; and (b) the closing
price of our shares falling below $5.60) were granted to Mr. Shaike Orbach, 30,000 options
(at an exercise price of $2.53 and at a termination date of December 30, 2014) were
granted to Ms. Einat Domb-Har and 30,000 options (at an exercise price of $2.53 and at a
termination date of December 30, 2014) were granted to Mr. Ilan Kalmanovich. 17,000 of the
options granted under the Share Option Plan (2004) were returned to the company due to
certain employees who left their positions not exercising their options.

In addition to the Plans described
above, the oldest of the Companys share option plans was adopted in December 1993,
and amended in 1997. Pursuant to this plan, 300,000 ordinary shares were reserved for
issuance upon the exercise of options granted to employees and consultants of the Company.
This reserve was increased by the board of directors to 500,000. The Share Option Plan was
administered by the board of directors, which designated the optionees, dates of grant,
vesting periods and the exercise price of options. The options granted under this plan
expire after 10 years from their date of grant and are non-assignable except by the laws
of descent. The grantee is responsible for all personal tax consequences of the grant and
the exercise thereof. The 1993 share option plan was cancelled in July 2004 with respect
to any share capital previously reserved and not yet allocated as well as any share
capital that becomes unallocated from time to time as outstanding options expire or are
forfeited.

In December 2007 our Audit Committee
and Board of Directors approved severance arrangements for each of Mr. Avi Eizenman (our
Active Chairman of the Board of Directors) and Mr. Shaike Orbach (our President and Chief
Executive Officer), which provide for extended notice provisions and severance payments in
the event of termination. The arrangements were approved by our shareholders in January
2008.

41

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# Board Practices

Each of Yehuda Zisapel, Avi Eizenman
and Shaike Orbach was elected to the board of directors most recently on September 23,
2007 to serve until the next Annual Shareholders Meeting. Messrs. Yehuda Zisapel and
Avi Eizenman are both Founders of the Company, and have served as Directors since our
inception in 1987. Our external directors Ms. Einat Domb-Har and Mr. Ilan Kalmanovich were
elected to the board of directors on June 30, 2004 to hold office as external directors
for a period of three years in accordance with Section 245(a) of the Companies Law 
1999. On September 23, 2007, the appointments of each of Ms. Einat Domb-Har and Mr. Ilan
Kalmanovich as external directors were extended for additional three-year terms. None of
the members of the board of directors is entitled to receive any severance or similar
benefits upon termination of his or her service with the board of directors, except for
Avi Eizenman, who also functions as the active Chairman of the board and Shaike Orbach,
who also functions as President and Chief Executive Officer (See Item 6. Directors
and Senior Management  Compensation above).

# Board of Directors

Our Articles of Association provide
for a board of directors of not less than two nor more than eight members. Each director
(except external directors) is elected to serve until the next annual general meeting of
shareholders and until his or her successor has been elected. Officers serve at the
discretion of the board of directors. The Articles of Association of the Company provide
that any director may, subject to the provisions of the Israeli Companies Law-1999 and the
approval by the Board of Directors, appoint another person to serve as a substitute
director and may cancel such appointment. Under the Israeli Companies Law-1999, a person
who is already serving as a director will not be permitted to act as a substitute
director. Additionally, the Israeli Companies Law-1999 prohibits a person from serving as
a substitute director for more than one director. Appointment of a substitute director for
a member of a board committee is only permitted if the substitute is a member of the board
of directors and does not already serve as a member of such committee. If the committee
member being substituted is an external director, the substitute may only be another
external director who possesses the same expertise as the external director being
substituted. The term of appointment of a substitute director may be for one meeting of
the board of directors or for a specified period or until notice is given of the
cancellation of the appointment. To our knowledge, no director currently intends to
appoint any other person as a substitute director, except if the director is unable to
attend a meeting of the board of directors.

# External Directors;
Audit Committee

Under the Israeli Companies Law-1999,
companies registered under the laws of Israel the shares of which have been offered to the
public in or outside of Israel are required to appoint no less than two external
directors. No person may be appointed as an external director if such person or the
persons relative, partner, employer or any entity under the persons control,
has or had, on or within the two years preceding the date of the persons appointment
to serve as external director, any affiliation with the company or any entity controlling,
controlled by or under common control with the company. The term affiliation
includes:

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| |  | an
employment relationship;
| | - | ---------------------------

| |  | a
business or professional relationship maintained on a regular basis;
| | - | ----------------------------------------------------------------------

| |  | control;
and
| | - | ------------

| |  | service
as an office holder.
| | - | ----------------------------

| | A
person shall be qualified to serve as an external director only if he or she possesses
expertise in finance and accounting or professional qualifications.
At least one external director must posses expertise in finance and accounting.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A director can satisfy the
requirements of having expertise in finance and accounting if due to his or
her education, experience and qualifications he or she has acquired expertise and
understanding in business and accounting matters and financial statements, in a manner
that allows him or her to understand, in depth, the companys financial statements
and to spur a discussion regarding the manner in which the financial data is presented.

A public companys board of
directors must evaluate the proposed external directors expertise in finance and
accounting, by considering, among other things, such candidates education,
experience and knowledge in the following: (i) accounting and auditing issues typical to
the field in which the company operates and to companies of a size and complexity similar
to such company; (ii) the companys independent public accountants duties and
obligations; (iii) preparation of the companys consolidated financial statements and
their approval in accordance with the Companies Law and the Israeli Securities Law 
1961.

A director is deemed to be
professionally qualified if he or she meets any of the following criteria: (i)
has an academic degree in any of the following professions: economics, business
administration, accounting, law or public administration; (ii) has a different academic
degree or has completed higher education in a field that is the companys main field
of operations, or a field relevant to his or her position; or (iii) has at least five
years experience in any two of the following: (A) a senior position in the business
management of a corporation with a significant extent of business, (B) a senior public
position or a senior position in public service, or (C) a senior position in the
companys main field of operations. As with a candidates expertise in finance
and accounting, the board of directors here too must evaluate the proposed external
directors professional qualification in accordance with the criteria set
forth above.

The declaration required by law to be
signed by a candidate to serve as an external director must include a statement by such
candidate concerning his or her education and experience, if relevant, in order that the
board of directors may properly evaluate whether such candidate meets the requirements of
having expertise in finance and accounting or being professionally
qualified as set forth in the regulations. Additionally, the candidate should submit
documents and certificates that support the statements set forth in the declaration.

43

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No person may serve as an external
director if the persons position or other business activities create, or may create,
a conflict of interest with the persons responsibilities as an external director or
may otherwise interfere with the persons ability to serve as an external director.
If, at the time external directors are to be appointed, all current members of the board
of directors are of the same gender, then at least one external director must be of the
other gender.

External directors are to be elected
by a majority vote at a shareholders meeting, provided that either:

| |  | the
majority of shares voted at the meeting, including at least one-third of the shares held
by non-controlling shareholders voted at the meeting, vote in favor of election of the
director; or
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | the
total number of shares held by non-controlling shareholders voted against the election of
the director does not exceed one percent of the aggregate voting rights in the company.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The initial term of an external
director is three years and may be extended for additional terms of three years. External
directors may be removed only by the same percentage of shareholders as is required for
their election, or by a court, and then only if the external directors cease to meet the
statutory qualifications for their appointment, violate their duty of loyalty to the
company or are found by a court to be unable to perform their duties on a full time basis.
External directors may also be removed by an Israeli court if they are found guilty of
bribery, fraud, administrative offenses in a company or use of inside information. Each
committee of a companys board of directors must include at least one external
director.

An external director is entitled to
compensation as provided in regulations adopted under the Israeli Companies Law-1999 and
is otherwise prohibited from receiving any other compensation, directly or indirectly, in
connection with service provided as an external director. Ms. Einat Domb-Har and Mr. Ilan
Kalmanovich were elected to the board of directors as external directors on June 30, 2004
and were subsequently re-elected on September 23, 2007.

# Audit Committee

The Israeli Companies Law-1999
requires public companies to appoint an audit committee. The responsibilities of the audit
committee include identifying irregularities in the management of our business and
approving related party transactions as required by law. An audit committee must consist
of at least three directors, including all the external directors of the company. The
chairman of the board of directors, any director employed by or otherwise providing
services to the company, and a controlling shareholder or any relative of a controlling
shareholder, may not be a member of the audit committee. Currently, Ms. Einat Domb-Har,
Mr. Ilan Kalmanovich and Mr. Yehuda Zisapel serve as members of our audit committee.

44

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# Internal Auditor

Under the Israeli Companies Law-1999,
the board of directors must appoint an internal auditor, nominated by the audit committee.
The role of the internal auditor is to examine, among other matters, whether our actions
comply with the law and orderly business procedure. Under the Israeli Companies Law-1999,
the internal auditor may be an employee of the company but not an office holder (as
defined in Item 10 below), or an affiliate, or a relative of an office holder or
affiliate, and he or she may not be our independent accountant or its representative. Our
board of directors appointed Fahn Kaneh Control Management Ltd. to be our internal auditor
on April 26, 2005, according to the recommendation of the audit committee.

# Employees

The number of employees over the last
three financial years is set forth in the table below.

|As of December 31                       | 2005 | 2006 | 2007
|--------------------------------------- | ---- | ---- | ----
|
|
|
|
|Total Employees                         |      |      |     
|Marketing, Sales, Customer Services     |      |      |     
|Research & Development                  |      |      |     
|Manufacturing                           |      |      |     
|Corporate Operations and Administration |      |      |     

As of February 29, 2008, we had 69
employees, including 11 in marketing, sales and customer services, 22 in research and
development, 28 in manufacturing, and 8 in corporate operations and administration. All
such employees, except for 1 employee in the United States, are based in Israel. We
consider our relations with our employees excellent and have never experienced a labor
dispute, strike or work stoppage. None of our employees is represented by a labor union.
We do not employ a significant number of temporary employees, but we do use temporary
employees from time to time, as necessary.

Certain provisions of the collective
bargaining agreements between the Histadrut (General Federation of Labor in Israel) and
the Coordination Bureau of Economic Organizations including the Industrialists
Associations are applicable to our Israeli employees by order of the Israeli Ministry of
Labor. The laws principally concern the length of the work day, minimum daily wages for
professional workers, contributions to a pension fund, insurance for work-related
accidents, procedures for dismissing employees, determination of severance pay and other
conditions of employment. We generally provide our employees with benefits and working
conditions beyond the required minimums. See Note 10 of our consolidated financial
statements.

45

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Israeli law generally requires
severance pay, which may be funded by managers insurance and/or a pension fund
described below, upon the retirement or death of an employee or termination of employment
without cause (as defined in the law). The payments to the managers insurance and/or
pension fund in respect of severance pay amount to approximately 8.33% of an
employees wages, in the aggregate. Furthermore, Israeli employees and employers are
required to pay predetermined sums to the National Insurance Institute, which is similar
to the United States Social Security Administration. Such amounts also include payments
for national health insurance. The payments to the National Insurance Institute are equal
to approximately 16% of an employees wages, of which the employee contributes
approximately 62.5% and the employer contributes approximately 37.5%. In the past,
National Insurance payments were made on salaries up to a specified ceiling, but this
ceiling was cancelled for the period between June 2002 and July 2003.

A general practice followed by the
Company, is the contribution of funds on behalf of most of its employees either to a fund
known as managers insurance or to a pension fund, or to a combination of both. These
funds provide a combination of savings plan, insurance and severance pay benefits to the
employee, giving the employee a lump sum payment upon retirement and securing the
severance pay, if legally entitled, upon termination of employment. To the funds, each
employee who agrees to participate contributes an aggregate amount equal to 5% of his base
salary, and we contribute, in the aggregate, between 13.3% and 15.8% of the
employees base salary.

46

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# Share Ownership

The following table sets forth, as of
February 29, 2008, the number of Shares owned by officers, directors and senior management
of the Company:

|Name and Address                      | Number of Shares andOptions Owned1 | Percent of OutstandingShares
|------------------------------------- | ---------------------------------- | ----------------------------
|
|
|
|
|Yehuda Zisapel                        |                                    |                             
|Avi Eizenmann                         |                                    |                             
|Shaike Orbach                         |                                    |                             
|Einat Domb Har                        |                                    |                             
|Ilan Kalmanovich                      |                                    |                             
|David Hendel                          |                                    |                             
|Eran Gilad                            |                                    |                             
|All directors and officers as a group |                                    |                             

* Denotes ownership of less than 1%
of the outstanding shares.

See also Item 6. Directors and
Senior Management  Compensation.

|Item 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|------- | -------------------------------------------------

# Major Shareholders

The shareholders of the Company who
beneficially own over 5% or more of each class of shares, as well as the number of shares
owned and the percentage of outstanding shares owned by each, and additional information,
is set forth below. The voting rights of our major shareholders do not differ from the
voting rights of other holders of our ordinary shares.

---

1    
          The table above includes the number of shares and options that are exercisable
          within 60 days of February 29, 2008. Ordinary shares subject to these options
          are deemed beneficially owned for the purpose of computing the ownership
          percentage of the person or group holding these options, but are not deemed
          outstanding for purposes of computing the ownership percentage of any other
          person. To our knowledge, the persons and entities named in the table have sole
          voting and dispositive power with respect to all shares shown as beneficially
          owned by them.

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|Name of Shareholder | Number of Sharesand OptionsOwned2 | Percentage ofOutstanding Shares | Any SignificantChange in Past 3Years
|------------------- | --------------------------------- | ------------------------------- | ------------------------------------
|
|
|
|
|Yehuda Zisapel      |                                   |                                 |                                     
|Zohar Zisapel       |                                   |                                 |                                     

As of December 31, 2007, there were
approximately 19 record holders of ordinary shares, including approximately 12 record
holders in the United States. Collectively, these 19 record holders held approximately 23%
of the outstanding ordinary shares.

# Related Party
Transactions

Messrs.           Yehuda and Zohar Zisapel are brothers and are our founders. Mr. Yehuda Zisapel
          currently serves as a Director on our board of directors. Messrs. Yehuda and
          Zohar Zisapel are also founders, directors and principal shareholders of several
          other corporations within the Rad Group, as described in Item
          6. Directors, Senior Management and Employees.

There are other members of the Rad
Group that are actively engaged in designing, manufacturing, marketing and supporting data
communications products, none of which are currently the same as our products. Certain
products of members of the Rad Group are complementary to, and may be used in connection
with, our products. We and other members of the Rad Group also market certain of our
products through the same distribution channels. Such products may, to a limited extent,
compete with one another for the distributors time and efforts. Commencing in
February 2004, we began to sub-lease space in Paramus, New Jersey, from Radcom Equipmet,
Inc., an affiliated company. This sub-lease was in effect until January 31, 2006 and was
renewed for additional one-year periods through January 31, 2009. Currently, the monthly
rent payments for this space are approximately $500.

---

2    
          The table above includes the number of shares and options that are exercisable
          within 60 days of February 29, 2008. Ordinary shares subject to these options
          are deemed beneficially owned for the purpose of computing the ownership
          percentage of the person or group holding these options, but are not deemed
          outstanding for purposes of computing the ownership percentage of any other
          person. To our knowledge, the persons and entities named in the table have sole
          voting and dispositive power with respect to all shares shown as beneficially
          owned by them.

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Finally, the Rad Group provides us
with certain personnel and other services, and is reimbursed by us for the costs of
providing such services. We believe that the terms of the transactions in which we have
engaged and are currently engaged with other members of the Rad Group are generally no
less favorable to us than terms which might be available to us from unaffiliated third
parties. In January 2006 our board of directors approved a resolution under which sales
to, or purchases from any members of the Rad Group must meet certain criteria or be
specifically approved by the audit committee, board of directors and shareholders, as
applicable in accordance with Israeli law. These criteria include a stipulation that the
transactions between us and members of the Rad Group relate to standard equipment,
services and products purchased or sold by us and the Rad Group, as applicable and that
such transactions occur within our ordinary course of business. The resolution of our
board of directors also states that transactions with members of the Rad Group must be
entered into at least on market terms and at a value lower than 0.5% of our annual
turnover per transaction and not more than 1% of our annual turnover in the aggregate for
all such transactions in a financial year. All future related party transactions and
arrangements (or modifications of existing ones) with members of the Rad Group,
transactions in which office holders of the Company have a personal interest, or
transactions which raise issues of such office holders fiduciary duties, may require
audit committee, board of directors and shareholder approval under the Israeli Companies
Law-1999.

In addition to being a founder,
director and principal shareholder of each member of the Rad Group, Yehuda Zisapel is the
founder and principal shareholder of Bynet and its subsidiaries. Bynet acts as a
distributor in Israel for us and for other members of the Rad Group and also acts as a
distributor in Israel for numerous unaffiliated manufacturers of data communications and
other equipment. We believe that the terms of our relationship with Bynet are generally no
less favorable to us than terms which might be available to us from unaffiliated third
parties.

Except as indicated above, we do not
directly currently compete with other members of the Rad Group and do not currently
contemplate engaging in competition with any other member of the Rad Group in the future.
However, opportunities to develop, manufacture or sell new products (or otherwise enter
new fields) may arise in the future, which opportunities might be pursued by us or by one
or more other members of the Rad Group to the exclusion of (or in competition with) other
members of the Rad Group (including us). In the event that any such opportunity arises,
the directors then in office will determine whether or not we should seek to pursue it.
Any such determination will be based upon such factors as the directors then deem
relevant. However, in making any such determination, the directors will be bound by their
fiduciary duties to the Company (and to any other corporation or other person to whom they
then owe a fiduciary duty).

On July 22, 2002, our audit committee
and the Board of Directors approved an Indemnification Agreement with our directors and
officers. Our shareholders approved the terms of this agreement in a General and
Extraordinary Meeting held on January 7, 2004. In the March 2005 amendment to the Israeli
Companies Law-1999, the instances in which a company may indemnify its officers and
directors were broadened. In December 2007 each of our Audit Committee and Board of
Directors approved a new form of Indemnification Agreement with our directors and officers
so as to reflect this amendment. Our shareholders approved the terms of this new
Indemnification Agreement in January 2008. The Agreement provides that our directors and
officers will be exempt from liability in certain circumstances. The Agreement also
provides for the indemnification by the Company for certain obligations and expenses
imposed on the officer in connection with act performed in his or her capacity as an
officer of the Company. This right to indemnification is limited, and does not cover,
among other things, a breach of an officers duty of loyalty, a willful breach of an
officers duty of care, or a reckless disregard for the circumstances or consequences
of a breach of a duty of care. The right to indemnification also does not cover acts that
are taken intentionally to unlawfully realize personal gain. The maximum amount of our
liability under these Indemnification Agreements is currently $3,000,000.

49

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We have maintained liability
insurance for our directors and officers. On September 23, 2007 our shareholders approved
the procurement of a policy, which provides for coverage of up to $4,000,000. All of our
directors are parties to our Indemnification Agreements and are covered by our directors
and officers insurance policy.

See also Item 6. Directors and
Senior Management  Compensation.

|Item 8. | FINANCIAL INFORMATION
|------- | ---------------------

Our consolidated financial
statements and other financial information are included herein on pages F-1 through F-35.

# Legal Proceedings

We are not a party to any material
litigation and we are not aware of any pending or threatened litigation that would have a
material adverse effect on us or our business.

|Item 9. | THE OFFER AND LISTING
|------- | ---------------------

# Markets and Share Price
History

The primary trading market for our
ordinary shares is the NASDAQ Global Market (previously NASDAQ National Market), where our
shares have been listed and traded under the symbol SILC (previously SILCF) since February
11, 2008. Prior thereto, our shares were listed and traded on the NASDAQ Capital Market
(previously known as the NASDAQ Small-Cap). The table below sets forth the high and low
reported sales prices in dollars of our ordinary shares, as reported by NASDAQ during the
indicated periods:

50

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|PERIOD                                       | HIGH | LOW
|-------------------------------------------- | ---- | ---
|
|
|
|
|LAST 6 CALENDAR MONTHS                       |      |    
|February 2008                                |      |    
|January 2008                                 |      |    
|December 2007                                |      |    
|November 2007                                |      |    
|October 2007                                 |      |    
|September 2007                               |      |    
|FINANCIAL QUARTERS DURING THE PAST TWO YEARS |      |    
|Fourth Quarter 2007                          |      |    
|Third Quarter 2007                           |      |    
|Second Quarter 2007                          |      |    
|First Quarter 2007                           |      |    
|Fourth Quarter 2006                          |      |    
|Third Quarter 2006                           |      |    
|Second Quarter 2006                          |      |    
|First Quarter 2006                           |      |    
|FIVE MOST RECENT FULL FINANCIAL YEARS        |      |    
|2007                                         |      |    
|2006                                         |      |    
|2005                                         |      |    
|2004                                         |      |    
|2003                                         |      |    

On December 27, 2005, our shares
commenced trading on the Tel Aviv Stock Exchange in Israel under the symbol
SILC (in Hebrew letters). The following table sets forth, for the periods
indicated, the high and low reported sales prices, in NIS, of the ordinary shares on the
Tel Aviv Stock Exchange:

|PERIOD                                       | HIGH | LOW
|-------------------------------------------- | ---- | ---
|
|
|
|
|LAST SIX CALENDAR MONTHS                     |      |    
|February 2008                                |      |    
|January 2008                                 |      |    
|December 2007                                |      |    
|November 2007                                |      |    
|October 2007                                 |      |    
|September 2007                               |      |    
|FINANCIAL QUARTERS DURING THE PAST TWO YEARS |      |    
|Fourth Quarter 2007                          |      |    
|Third Quarter 2007                           |      |    
|Second Quarter 2007                          |      |    
|First Quarter 2007                           |      |    
|Fourth Quarter 2006                          |      |    
|Third Quarter 2006                           |      |    
|Second Quarter 2006                          |      |    
|First Quarter 2006                           |      |    
|FIVE MOST RECENT FULL FINANCIAL YEARS        |      |    
|2007                                         |      |    
|2006                                         |      |    
|2005                                         |      |    
|2004                                         |      |    
|2003                                         |      |    

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|Item 10. | ADDITIONAL INFORMATION
|-------- | ----------------------

# Memorandum and Articles
of Association

Articles of Association

Our shareholders approved our Amended
and Restated Articles of Association (Articles) on January 24, 2008. The
objective stated in the Articles is to carry on any business and perform any act which is
not prohibited by law.

We have currently outstanding only
one class of shares, our Ordinary Shares, having a nominal value of NIS 0.01 per share.
Holders of Ordinary Shares have one vote per share, and are entitled to participate
equally in the payment of dividends and share distributions and, in the event of a
liquidation of the Company, in the distribution of assets after satisfaction of
liabilities to creditors. No preferred shares are currently authorized.

Our Articles require that we hold our
annual general meeting of shareholders each year no later than 15 months from the last
annual meeting, at a time and place, either within or without the State of Israel,
determined by the board of directors, upon 21 days prior notice to our shareholders
or 35 days prior notice to the extent required under the regulations to the Israeli
Companies Law-1999. In general, no business may be commenced at a general meeting until a
quorum of two or more shareholders holding at least 33 1/3% of the voting rights is
present in person or by proxy. Shareholders may vote in person or by proxy.

A simple majority is required to
amend the articles of association of a company.

52

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Pursuant to the Israeli Companies
Law-1999, resolutions regarding the following matters must be passed at a general meeting
of shareholders:

| |  | appointment
or termination of our auditors;
| | - | -------------------------------------------

| |  | appointment
and dismissal of directors;
| | - | ---------------------------------------

| |  | approval
of interested party acts and transactions requiring general meeting approval as provided
in sections 255 and 268 to 275 of the Israeli Companies Law-1999;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | a
merger as provided in section 320(a) of the Israeli Companies Law-1999;
| | - | -------------------------------------------------------------------------

| |  | the
exercise of the powers of the board of directors, if the board of directors is unable to
exercise its powers and the exercise of any of its powers is vital for our proper
management, as provided in section 52(a) of the Israeli Companies Law-1999.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

An extraordinary general meeting may
be convened by demand of two directors or by written request of one or more shareholders
holding at least 5% of our issued share capital and 1% of the voting rights or one or more
shareholders holding at least 5% of the voting rights. Shareholders requesting a special
meeting must include in their request all relevant information, including the reason that
such subject is proposed to be brought before the special meeting.

The Israeli Companies
Law-1999

We are subject to the provisions of
the Israeli Companies Law-1999, which became effective on February 1, 2000. The Israeli
Companies Law-1999 codifies the fiduciary duties that office holders,
including directors and executive officers, owe to a company. An office holder, as defined
in the Israeli Companies Law-1999, is a director, general manager, chief business manager,
deputy general manager, vice general manager, executive Vice-President, Vice-President,
another manager directly subordinate to the managing director or any other person assuming
the responsibilities of any of the foregoing positions without regard to such
persons title. Each person listed in the table in Item 6. Directors, Senior
Management and Employees above is an office holder.

The Israeli Companies Law-1999
requires that an office holder of a company promptly disclose, no later than the first
board meeting in which such transaction is discussed, any personal interest that he or she
may have and all related material information known to him or her, in connection with any
existing or proposed transaction by the company. In addition, if the transaction is an
extraordinary transaction, the office holder must also disclose any personal interest held
by the office holders relative, or by any corporation in which the office holder is
a 5% or greater shareholder, holder of 5% or more of the voting power, director or general
manager or in which he or she has the right to appoint at least one director or the
general manager. An extraordinary transaction is defined as a transaction not in the
ordinary course of business, not on market terms, or that is likely to have a material
impact on the companys profitability, assets or liabilities.

53

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In the case of a transaction that is
not an extraordinary transaction, after the office holder complies with the above
disclosure requirement, only board approval is required unless the articles of association
of the company provide otherwise. The transaction must not be adverse to the
companys interests. If the transaction is an extraordinary transaction, then, in
addition to any approval required by the articles of association, it must also be approved
by the audit committee and by the board of directors, and, under specified circumstances,
by a meeting of the shareholders, as well.

Subject to certain exceptions
provided for in the regulations to the Israeli Companies Law-1999, agreements regarding
directors terms of compensation require the approval of the audit committee, board
of directors and the shareholders of the company. In all matters in which a director has a
personal interest, including matters of his or her terms of compensation, he or she shall
not be permitted to vote on the matter or be present in the meeting in which the matter is
considered. However, if a majority of the audit committee or of the board of directors has
a personal interest in the matter then:

| |  | all
of the directors are permitted to vote on the matter and attend the meeting in which the
matter is                      considered; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------

| |  | the
matter requires approval of the shareholders at a general meeting.
| | - | ----------------------------------------------------------------------

According to the Israeli Companies
Law-1999, the disclosure requirements discussed above also apply to a controlling
shareholder of a public company. Such requirements also apply to certain shareholders of a
public company, with respect to private placements that will increase their relative
holdings in the company. The term controlling shareholder is defined as a
shareholder who has the ability to direct the activities of a company, other than if this
power derives solely from the shareholders position on the board of directors or any
other position with the company, and the definition for these purposes also includes
shareholders that hold 25% or more of the voting rights if no other shareholder owns more
than 50% of the voting rights in the company. In general, extraordinary transactions with
a controlling shareholder or in which a controlling shareholder has a personal interest,
and agreements relating to employment and compensation terms of a controlling shareholder,
require the approval of the audit committee, the board of directors and the shareholders
of the company. The shareholder approval must either include at least one-third of the
shares held by disinterested shareholders who actively participate in the voting process
(without taking abstaining votes into account), or, alternatively, the total shareholdings
of the disinterested shareholders who vote against the transaction must not represent more
than one percent of the voting rights in the company.

Private placements in a public
company require approval by a companys board of directors and shareholders in the
following cases:

| |  | A
private placement that meets all of the following conditions:
| | - | ---------------------------------------------------------------

54

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| |  | The
private placement will increase the relative holdings of a shareholder that
               holds five percent or more of the companys outstanding share
capital,                assuming the exercise of all of the securities convertible into
shares held by                that person, or that will cause any person to become, as a
result of the                issuance, a holder of more than five percent of the companys
outstanding                share capital.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 20
percent or more of the voting rights in the company prior to such issuance
               are being offered.
| | - | ---------------------------------------------------------------------------------------------------------------

| |  | All
or part of the consideration for the offering is not cash or registered
               securities, or the private placement is not being offered at market terms.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | A
private placement which results in anyone becoming a controlling shareholder of the
public company.
| | - | -----------------------------------------------------------------------------------------------------

In addition, under the Companies Law
 1999, certain transactions or a series of transactions are considered to be one
private placement.

Any placement of securities that does
not fit the above description may be issued at the discretion of the board of directors.

Under the Israeli Companies Law-1999,
a shareholder has a duty to act in good faith towards the company and other shareholders
when exercising his or her rights and refrain from abusing his power in the company,
including, among other things, voting in the general meeting of shareholders on the
following matters:

| |  | any
amendment to the articles of association;
| | - | ---------------------------------------------

| |  | an
increase of the company's authorized share capital;
| | - | ------------------------------------------------------

| |  | a
merger; or
| | - | ------------

| |  | approval
of interested party acts and transactions that require general meeting approval as
provided in sections 255 and 268 to 275 of the Israeli Companies Law-1999.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, any controlling
shareholder, any shareholder who knows that it possesses power to determine the outcome of
a shareholder vote and any shareholder who has the power to appoint or prevent the
appointment of an office holder in the company is under a duty to act with fairness
towards the company. The breach of such duty is governed by Israeli contract laws. The
Israeli Companies Law-1999 does not describe the substance of this duty. The Israeli
Companies Law-1999 requires that specified types of transactions, actions and arrangements
be approved as provided for in a companys articles of association and in some
circumstances by the audit committee, by the board of directors and by the general meeting
of the shareholders. In general, the vote required by the audit committee and the board of
directors for approval of these matters, in each case, is a majority of the disinterested
directors participating in a duly convened meeting.

55

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# NASD Marketplace Rules
and Home Country Practices

In accordance with Israeli law and
practice and subject to the exemption set forth in Rule 4350(a)(1) of the NASD Marketplace
Rules, we follow the provisions of the Israeli Companies Law  1999, rather than the
requirements of Rule 4350 of the Market Place Rules with respect to the following
requirements:

| |  | Distribution
of annual and quarterly reports to shareholders  Under Israeli law we
are not required to distribute annual and quarterly reports directly to shareholders and
the generally accepted business practice in Israel is not to distribute such reports to
shareholders. We do however make our audited financial statements available to our
shareholders prior to our annual general meeting and file our quarterly and annual
financial results with the Securities Exchange Commission on Form 6-K.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Independence,
Nomination and Compensation of Directors  A majority of our board of
directors is not comprised of independent directors as defined in Rule 4200 of the NASD
Marketplace Rules. Our board of directors contains two external directors in accordance
with the provisions contained in Sections 239-249 of the Israeli Companies Law  1999.
Israeli law does not require, nor do our external directors conduct, regularly scheduled
meetings at which only they are present. In addition, with the exception of our external
directors, our directors are elected for terms of one year or until the following annual
meeting, by a general meeting of our shareholders. The nominations for director which are
presented to our shareholders are generally made by our directors. Israeli law does not
require the adoption of and our board has not adopted a formal written charter or board
resolution addressing the nomination process and related matters. Compensation of our
directors and other officers is determined in accordance with Israeli law.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Audit
Committee  Our audit committee does not meet with all the
requirements of Rules 4350(d)(2)(A)(i), 4350(d)(2)(A)(iii) and 4350(d)(2)(A)(iv) of the
NASD Marketplace Rules. We are of the opinion that the members of our audit committee
comply with the requirements of Rule 10A-3(b) of the general rules and regulations
promulgated under the Securities Act of 1933 and all requirements under Israeli law. Our
audit committee has not adopted a formal written audit committee charter specifying the
items enumerated in Rule 4350(d)(1) of the NASD Marketplace Rules.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Quorum  Under
Israeli law a company is entitled to determine in its articles of association the number
of shareholders and percentage of holdings required for a quorum at a shareholders
meeting. Our Articles of Association provide that a quorum of two or more shareholders is
required for commencement of business at a general meeting. However, the quorum set forth
in our Articles of Association with respect to an extraordinary general meeting, which is
anything other than an annual general meeting, consists of two or more shareholders
holding at least 51% of the voting rights in person or by proxy.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  | Approval
of Related Party Transactions   All related party transactions are
approved in accordance with the requirements and procedures for approval of interested
party acts and transactions, set forth in sections 268 to 275 of the Israeli Companies
Law-1999.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Shareholder
Approval   We seek shareholder approval for all corporate action
requiring such approval, in accordance with the requirements of the Israeli Companies Law
 1999.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Material Contracts

All of our contracts over the past
two years have been entered into in the ordinary course of business, except for our real
property leases, described in Item 4. Information on the Company  Property,
Plants and Equipment.

# Exchange Controls

Under current Israeli regulations,
any dividends or other distributions paid in respect of our ordinary shares purchased by
nonresidents of Israel with certain non-Israeli currencies (including dollars) and any
amounts payable upon the dissolution, liquidation or winding up of our affairs, as well as
the proceeds of any sale in Israel of our securities to an Israeli resident, will be
freely repatriable in such non-Israeli currencies at the rate of exchange prevailing at
the time of conversion pursuant to the general permit issued under the Israeli Currency
Law, 1978, provided that Israeli income tax has been paid on (or withheld from) such
payments. Because exchange rates between the NIS and the U.S. dollar fluctuate
continuously, U.S. shareholders will be subject to any such currency fluctuation during
the period from when such dividend is declared through the date payment is made in U.S.
dollars.

Investments outside Israel by the
Company no longer require specific approval from the Controller of Foreign Currency at the
Bank of Israel.

# Taxation

The following is a summary of some of
the current tax law applicable to companies in Israel, with special reference to its
effect on us. The following also contains a discussion of specified Israeli tax
consequences to our shareholders and government programs from which we benefit. To the
extent that the discussion is based on tax legislation (including the legislation passed
as part of the recent tax reform in Israel) that has not been subject to judicial or
administrative interpretation, there can be no assurance that the views expressed in the
discussion will be accepted by the tax authorities in question.

The discussion is not intended, and
should not be construed, as legal or professional tax advice and is not exhaustive of all
possible tax considerations.

Holders of our ordinary shares
should consult their own tax advisors as to the United States, Israeli or other tax
consequences of the purchase, ownership and disposition of ordinary shares, including, in
particular, the effect of any foreign, state or local taxes.

57

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General Corporate Tax
Structure

Israeli companies are subject to
corporate tax at the rate of 31% of taxable income in the 2006 tax year, 29% in the 2007
tax year, 27% in the 2008 tax year, 26% in the 2009 tax year and 25% from 2010 tax year
onward. However, the effective tax rate payable by a company which derives income from an
Approved Enterprise (as further discussed below) may be considerably less.

Law for the Encouragement
of Capital Investments, 1959

Certain of our facilities have been
granted Approved Enterprise status under the Law for the Encouragement of
Capital Investments, 1959, as amended (the Investment Law). The Investment Law
provides that a capital investment in eligible facilities may, upon application to the
Israel Investment Center of the Ministry of Industry and Trade of the State of Israel
(referred to as the Investment Center), be designated as an Approved Enterprise. Each
certificate of approval for an Approved Enterprise relates to a specific investment
program delineated both by its financial scope, including its capital sources and its
physical characteristics, for example, the equipment to be purchased and utilized pursuant
to the program. The tax benefits derived from any such certificate of approval relate only
to taxable income attributable to the specific Approved Enterprise.

An amendment to the Investment Law
which came into effect as of April 1, 2005 (the Amendment) has significantly
changed the provisions of the Investment Law. The Amendment determines criteria for the
approval of a facility as an Approved Enterprise, such as provisions generally requiring
that at least 25% of the income of an Approved Enterprise will be derived from exports.
Additionally, as explained below, the Amendment sets forth major changes in the manner in
which tax benefits are awarded under the Investment Law whereby companies no longer
require Investment Center approval (and Approved Enterprise status) in order to qualify
for tax benefits. However, the Investment Law provides that terms and benefits included in
any certificate of approval already granted will remain subject to the provisions of the
Investment Law as in effect on the date of such approval. Therefore the tax benefits
granted to our Approved Enterprises under the Investment Law will generally not be subject
to the provisions of the Amendment.

# Tax Benefits Prior to
the Amendment

In general, taxable income of a
company derived from an Approved Enterprise was subject to corporate tax at the maximum
rate of 25% rather than the rates stated above (this will also apply to Approved
Enterprises approved after the Amendment, as explained below). The reduced corporate tax
rate applies for a period of time termed the benefit period. The benefit
period is a period of seven years commencing with the year in which the Approved
Enterprise first generates taxable income. In any event, the benefit period is limited to
12 years from the commencement of production or operation, or 14 years from the year in
which the approval was received, whichever is earlier. Under certain circumstances (as
further detailed below), the benefit period may extend to a maximum of ten years from the
commencement of the benefit period. In the event that a company is operating under more
than one approval or that only part of its capital investments are approved (a Mixed
Enterprise), its effective corporate tax rate is the result of a weighted
combination of the various applicable rates.

58

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A company which qualifies as a
Foreign Investors Company is entitled to an extended benefit period and
to further reductions in the tax rate normally applicable to Approved Enterprises. Subject
to certain conditions, a Foreign Investors Company is a company which
has more than 25% of its combined shareholders investment in share capital (in terms
of rights to profits, voting and the appointment of directors) and in long term
shareholders loans, as defined in the Investment Law, made by persons who are not
residents of Israel. The percentage owned by nonresidents of Israel for any tax year will
be determined by the lowest percentage in any of the above rights held by nonresidents
during that year. Foreign Investors Company will pay Company Tax at reduced rates
for an extended ten-year (rather than the otherwise applicable seven-year) period as
detailed below:

| | Level of Foreign Investment   | Company Tax Rate | Benefit period (years)
| | ----------------------------- | ---------------- | ----------------------
|
|
|
|
| | Over 0% but less than 25%     |                  |                       
| |                               |                  |                       
| | Over 25% but less than 49%    |                  |                       
| |                               |                  |                       
| | 49% or more but less than 74% |                  |                       
| |                               |                  |                       
| | 74% or more but less than 90% |                  |                       
| |                               |                  |                       
| | 90% or more                   |                  |                       

There can be no assurance that the
above-mentioned shareholding proportion will be reached for each subsequent year.

Prior to the Amendment, a company
owning an Approved Enterprise approved after April 1, 1986 (or prior thereto provided no
government grants or loans had previously been granted regarding such enterprise) was
entitled to elect (as we have) to forego certain Government grants extended to Approved
Enterprises in return for an alternative route of tax benefits (the
Alternative Route). Under the Alternative Route, a companys
undistributed income derived from an Approved Enterprise is exempt from corporate tax for
a period of between two and ten years from the first year of taxable income, depending on
the geographic location of the Approved Enterprise within Israel, and such company is
eligible for the reduced tax rates under the Investment Law for the remainder of the
benefit period as mentioned above.

59

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Our production facilities have been
granted Approved Enterprise status under the Alternative Route according to
the Investment Law. The initial Approved Enterprise status was granted in 1988
(Initial Approved Enterprise). An extension program was granted Approved
Enterprise status in 1995 (the Extended Approved Enterprise). Income derived
from our Approved Enterprises is tax exempt during six years of the seven year tax benefit
period and is subject to a reduced tax rate of 25% in the seventh year. The seven year
period of benefits commences in the year the Approved Enterprise first earns taxable
income but is limited to twelve years from commencement of production or fourteen years
from date of approval, whichever is earlier. The period of tax benefits, relating to our
Initial Approved Enterprise, commenced in 1991 and expired in 1997. The period of tax
benefits relating to our Extended Approved Enterprise commenced in 1997 and expired in
2006, as explained below.

In June 1995, we reached an agreement
with the tax authorities regarding our entitlement to benefits under the Investment Law.
The agreement, effective from tax year 1994 and thereafter, relates to the method of
determination of taxable income from our research and development activities. Pursuant to
the agreement, for the purpose of determining our tax liability, our income will be
allocated to our manufacturing plant and to our research and development center, according
to a formula based on the net costs plus royalties of the research and development center
and our profitability. Income allocated to the expansion of the manufacturing plant will
benefit from a ten-year tax exemption, while income allocated to the research and
development center will benefit from a two-year exemption, and for a five-year period
immediately following will be taxed at a 25% rate.

Our income to be attributed to our
Extended Approved Enterprise in any year will be computed as a ratio of the increase in
our sales turnover, if any, in that year to our turnover in the year before the Extended
Approved Enterprise commenced its tax benefits entitlement. The tax authorities have
reserved their right to reconsider our claim to such tax benefits in future years.

The entitlement to the above benefits
is conditional upon our fulfillment of the conditions stipulated by the law, regulations
published thereunder and the instruments of approval for the specific investments in the
Approved Enterprise. In the event of failure to comply with these conditions, the benefits
may be canceled and we may be required to refund the amount of the benefits, in whole or
in part, with the addition of linkage differences, interest and penalties. Should we derive income from sources
other than the Approved Enterprise during the relevant periods of benefits, such income
will be taxable at regular corporate tax rates stated above.

A company that elected the
Alternative Route prior to the Amendment and that subsequently pays a dividend out of
income derived from the Approved Enterprise(s) during the tax exemption period will be
subject to Company Tax in the year the dividend is distributed in respect of the amount
distributed (including the corporate tax thereon), at the rate that would have been
applicable had the company not elected the Alternative Route (10%-25%, depending on the
level of foreign investment in the company, as explained above). In addition, the dividend
recipient is taxed at the reduced rate applicable to dividends from Approved Enterprises
(15%), if the dividend is distributed during the tax exemption period or within a
specified period thereafter. (In the event, however, that the company qualifies as a
Foreign Investors Company, there is no such time limitation). This tax must be
withheld by the company at source, regardless of whether the dividend is converted into
foreign currency.

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Subject to certain provisions
concerning income subject to the Alternative Route, all dividends are considered to be
attributable to the entire enterprise and the effective tax rate is the result of a
weighted combination of the various applicable tax rates. Under the Investment Law, a
company that has elected the alternative package of benefits is not required to distribute
exempt retained profits, and may generally decide from which years profits to
declare dividends.

The Investment Law also provides that
an Approved Enterprise is entitled to accelerated depreciation on its property and
equipment that are included in an approved investment program. We have not utilized this
benefit.

Grants and certain other incentives
received by a company in accordance with the Investment Law remain subject to final
ratification by the Israel Investment Center and final determination by the Israel Tax
Authority. Such ratification and determination are conditional upon fulfillment of all of
the terms of the approved program.

# Tax Benefits under the
Amendment

As a result of the Amendment, a
company is no longer required to acquire Approved Enterprise status in order to receive
the tax benefits previously available under the Alternative Route and therefore such
companies need not apply to the Investment Center for this purpose. However, the
Investment Center will continue to grant Approved Enterprise status to companies seeking
Governmental grants. A company may claim the tax benefits offered by the Investment Law
directly in its tax returns, provided that its facilities meet the criteria for tax
benefits set forth in the Amendment (a Benefited Enterprise). Companies are
also entitled to approach the Israeli Tax Authority for a pre-ruling regarding their
eligibility for benefits under the Amendment. The Amendment includes provisions intended
to ensure that a company will not enjoy both government grants and tax benefits for the
same investment program.

Tax benefits are available under the
Amendment to production facilities and other eligible facilities, which are generally
required to derive more than 25% of their business income from exports. In order to
receive the tax benefits, the Amendment states that the company must make an investment in
the Benefited Enterprise exceeding a minimum amount specified in the Investment Law. Such
investment may be made over a period of no more than three years, such period concluding
at the end of the year in which the company requests to have the tax benefits apply to its
Benefited Enterprise (the Year of Election). Where the company requests to
have the tax benefits apply to an expansion of existing facilities, only the expansion
will be considered a Benefited Enterprise and the companys effective tax rate will
be the result of a weighted combination of the applicable rates. In the case of an
expansion of existing facilities, the minimum investment required in order to qualify as a
Benefited Enterprise is determined as a certain percentage of the companys
production assets before the expansion.

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The tax benefits available under the
Amendment to qualifying income of a Benefited Enterprise are determined by the geographic
location of the Benefited Enterprise in Israel. The Investment Law divides the country
into three zones  A, B and C, so that a Benefited Enterprise operating in Zone A
(which generally includes areas remote from the center of Israel) will receive the
greatest benefits and Benefited Enterprises in Zone C will receive the least benefits.

The Amendment provides that a company
producing income from a Benefited Enterprise in Zone A may elect either that (i) the
undistributed income derived from the Benefited Enterprise will be fully tax exempt for
the entire benefit period described below (tax exemption), in which case the
ordinary provisions described below concerning the taxation of the company and shareholder
for distribution of dividends will apply; or (ii) that the income from its Benefited
Enterprise will be subject to corporate tax at a rate of a 11.5%, in which case dividends
paid out of such income to a foreign resident will be taxed at a rate of 4% and to an
Israeli resident will be taxed at a rate of 15%, and the company will not be subject to
additional tax upon dividend distribution. Further benefits are available in the event of
certain large investments by multinational companies. Benefited Enterprises located in
Zones B and C will be exempt from tax for six and two years, respectively, and subject to
tax at a rate of 10%-25% for the remainder of the benefit period, depending on the extent
of foreign investment in the Company, as described above.

Dividends paid out of income derived
by a Benefited Enterprise, or out of dividends received from a company whose income is
derived from a Benefited Enterprise, are generally subject to withholding tax at the rate
of 15% or less under certain anti double-taxation treaties, such tax being deductible at
source. The reduced withholding tax rate of 15% is limited to dividends and distributions
out of income derived during the benefit period and actually paid at any time up to 12
years thereafter. A company qualifying for tax benefits under the Amendment which pays a
dividend out of income derived by its Benefited Enterprise during the tax exemption period
will be subject to corporate tax in respect of the gross amount of the dividend. The rate
of the tax will be the rate which would have been applicable had the company not been tax
exempt. Such tax rate is lower in the case of a qualified Foreign Investors
Company.

The period for which tax benefits are
available under the Amendment is also determined by the geographical location of the
Benefited Enterprise in Israel. The benefit period for Benefited Enterprises in Zone A
will end on the earlier of (i) a period of ten years from the tax year in which the
company first derived taxable income from the Benefited Enterprise (the Commencement
Year); or (ii) twelve years (or in certain cases fourteen years) from the first day
of the Year of Election. The benefit period for Benefited Enterprises in Zones B and C
will extend until the earlier of (i) seven years from the Commencement Year or (ii) 12
years from the first day of the Year of Election. This period may be extended for
Benefited Enterprises owned by a Foreign Investors Company during all or
part of the benefit period.

Additionally, the Amendment sets
forth a minimal amount of foreign investment required for a company to be regarded a
Foreign Investors Company.

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We have selected and the Israeli Tax
Authority has approved that the 2004 tax year and the 2006 tax year be our Year of
Election, from which the period of benefits under the Investment Law commenced.

There can be no assurance that we
will attain approval for additional tax benefits under the Amendment, or receive approval
for Approved Enterprises in the future.

Law for the Encouragement
of Industrial Research and Development, 1984

Under the Law for the Encouragement
of Industrial Research and Development (the Research Law), research and
development programs approved by the Research Committee (the Research
Committee) of the Office of the Chief Scientist (OCS) are eligible for
grants or loans if they meet certain criteria, in return for the payment of royalties from
the sale of the product developed in accordance with the program and subject to other
restrictions. Once a project is approved, the OCS will award grants of up to 50% of the
projects expenditures in return for royalties, usually at the rate of 3% to 6% of
sales of products developed with such grants, up to a dollar-linked amount equal to 100%
or 150% of such grants. For projects approved after January 1, 1999, the amount of
royalties payable is up to a dollar-linked amount equal to 100% of such grants plus
interest at LIBOR. There is no further liability for payment.

The terms of these grants prohibit
the manufacture outside of Israel of the product developed in accordance with the program
without the prior consent of the Research Committee of the OCS. Such approval, if granted,
is generally subject to an increase in the total amount to be repaid to the OCS to between
120% and 300% of the amount granted, depending on the extent of the manufacturing to be
conducted outside of Israel.

The Research Law also provides that
know-how from the research and development, which is used to produce the product, may not
be transferred to Israeli third parties without the approval of the Research Committee.
Until 2005, the Research Law stated that such know-how may not be transferred to
non-Israeli third parties at all. An amendment to the Research Law has set forth certain
exceptions to this rule, however, the practical implications of such exceptions are quite
limited. The Research Law has stressed, that it is not just transfer of know-how that is
prohibited, but also transfer of any rights in such know-how. Such restriction does not
apply to exports from Israel of final products developed with such technologies. Approval
of the transfer may be granted only if the transferee undertakes to abide by all of the
provisions of the Research Law and regulations promulgated thereunder, including the
restrictions on the transfer of know-how and the obligation to pay royalties. There can be
no assurance that such consent, if requested, will be granted or, if granted, that such
consent will be on reasonable commercial terms.

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Tax Benefits for Research
and Development

Israeli tax law allows, under certain
conditions, a tax deduction in the year incurred for expenditures (including capital
expenditures) in scientific research and development projects, if the expenditures are
approved by the relevant Israeli Government Ministry (determined by the field of research)
and the research and development is for the promotion of the enterprise and is carried out
by or on behalf of the company seeking such deduction. Such expenditures not so approved
are deductible over a three-year period.

Law for the Encouragement
of Industry (Taxes), 1969

Under the Law for the Encouragement
of Industry (Taxes), 1969 (the Industry Encouragement Law), Industrial
Companies (as defined below) are entitled to the following tax benefits:

(a)       
          Amortization of purchases of know-how and patents over eight years for tax
          purposes.

(b)       
          Amortization of expenses incurred in connection with certain public securities
          issuances over a three-year period.

(c)       
          Accelerated depreciation rates on equipment and buildings.

Eligibility for benefits under the
Industry Encouragement Law is not subject to receipt of prior approval from any
governmental authority. Under the Industry Encouragement Law, an Industrial
Company is defined as a company resident in Israel, at least 90% of the income of
which, in any tax year, determined in Israeli currency, exclusive of income from
government loans, capital gains, interest and dividends, is derived from an
Industrial Enterprise owned by it. An Industrial Enterprise is
defined as an enterprise whose major activity in a given tax year is industrial production
activity.

We believe that we currently qualify
as an Industrial Company within the definition of the Industry Encouragement Law. No
assurance can be given that we will continue to qualify as an Industrial Company or that
the benefits described above will be available in the future.

Calculation of Results
for Tax Purposes

The Israeli Income Tax Regulations
(Rules for Maintaining Accounting Records of Foreign Investors Companies and Certain
Partnerships and Determining Their Taxable Income)  1986 provide that as a Foreign
Investors Company (as defined in the Investment Law described above) is eligible to
calculate its taxable income in accordance with these regulations, and therefore, if we
elect to follow such regulations, our taxable income or loss is to be calculated in
dollars. We have elected to apply these regulations and accordingly our taxable income or
loss is calculated in dollars in the manner set forth in such regulations.

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Capital Gains Tax on
Sales of Our Ordinary Shares

Until the end of the year 2002 and
provided we maintained our status as an industrial corporation, capital gains from the
sale of our securities were generally exempt from Israeli Capital Gains Tax. This
exemption did not apply to companies, to a shareholder whose taxable income is determined
pursuant to the Israeli Income Tax Law (Inflationary Adjustments) 1985, or to a person
whose gains from selling or otherwise disposing of our securities were deemed to be
business income.

On January 1, 2006 an amendment to
the Israeli tax regime, or the 2006 Tax Reform, became effective. The 2006 Tax Reform
significantly changed the tax rates applicable to income derived from shares.

According to the 2006 Tax Reform, an
individual is subject to a 20% tax rate on real capital gains derived from the sale of
shares, as long as the individual is not a substantial shareholder (generally
a shareholder with 10% or more of the right to profits, right to nominate a director and
voting rights) in the company issuing the shares. The tax rate for gains from publicly
traded shares realized before January 1, 2006 was 15%.

A substantial shareholder will be
subject to tax at a rate of 25% in respect of real capital gains derived from the sale of
shares issued by a company in which he or she is a substantial shareholder. The
determination of whether the individual is a substantial shareholder will be made on the
date on which the securities are sold. In addition, the individual will be deemed to be a
substantial shareholder if at any time during the 12 months preceding the date of sale, he
or she was a substantial shareholder.

Non-Israeli residents are exempt from
Israeli capital gains tax on any gains derived from the sale of shares in an Israeli
corporation publicly traded on TASE and/or on a foreign stock exchange, provided such
gains do not derive from a permanent establishment of such shareholders in Israel and that
such shareholders did not acquire their shares prior to the issuers initial public
offering. However, non-Israeli corporations will not be entitled to such exemption if an
Israeli resident has a controlling interest of 25% or more in such non-Israeli
corporation, or is the beneficiary of, or is entitled to, 25% or more of the revenues or
profits of such non-Israeli corporation, whether directly or indirectly.

In some instances where our
shareholders may be liable for Israeli tax on the sale of their ordinary shares, the
payment of the consideration may be subject to the withholding of Israeli tax at the
source.

Pursuant to the treaty between the
governments of the United States and Israel with respect to taxes on income, or the
U.S.-Israel tax treaty, the sale, exchange or disposition of our ordinary shares by a
person who qualifies as a resident of the United States under the treaty and who is
entitled to claim the benefits afforded by the treaty, will generally not be subject to
Israeli capital gains tax. This exemption does not apply to a person who held, directly or
indirectly, shares representing 10% or more of the voting power in our company during any
part of the 12 month period preceding the sale, exchange or disposition, subject to
certain conditions. A sale, exchange or disposition of our shares by a U.S. resident
qualified under the treaty, who held, directly or indirectly, shares representing 10% or
more of the voting power in our company at any time during the 12 month period preceding
such sale, exchange or disposition, would be subject to Israeli tax, to the extent
applicable; however, under the treaty, this U.S. resident would be permitted to claim a
credit for these taxes against the U.S. income tax with respect to the sale, exchange or
disposition, subject to the limitations in U.S. laws applicable to foreign tax credits.

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Taxation of Dividends

Non-residents of Israel are subject
to income tax on income accrued or derived from sources in Israel.  These sources of
income include passive income such as dividends, royalties and interest, as well as
non-passive income from services rendered in Israel. On distributions of dividends
(other than bonus shares or stock dividends) to Israeli individuals and foreign resident
individuals and corporations we would be required to withhold income tax at the rate of
20% (25% if the shareholder holds 10% or more of the means of control of the
company, as such term is defined by the law).  If the income out of which the
dividend is being paid is attributable to an Approved Enterprise or Benefited Enterprise
under the Investment Law, the rate is 15%.  A different rate may be provided for in a
treaty between Israel and the shareholders country of residence.  Under the
U.S.-Israel tax treaty, if the income out of which the dividend is being paid is not
attributable to an Approved Enterprise or Benefited Enterprise, then we are required to
withhold income tax at a rate of 12.5% with respect to shareholders that are U.S.
corporations and held at least 10% of our voting power in the 12 month period preceding
the distribution of such dividends.

Residents of the United States will
generally have taxes in Israel withheld at source. Such persons generally would be
entitled to a credit or deduction for United States Federal income tax purposes for the
amount of such taxes withheld, subject to limitations applicable to foreign tax credits.

Passive Foreign
Investment Company Status under U.S. Federal Income Tax Law

In general, a non-U.S. corporation
will be classified for U.S. tax purposes as a passive foreign investment company
(hereafter also referred to as a PFIC) in any taxable year in which either (i)
75% or more of its gross income (including the pro-rata gross income of any company (U.S.
or foreign) in which it is considered to own 25% or more of the ordinary shares by value)
for the taxable year is passive income, or (ii) at least 50% of the average value of all
of its gross assets (including the pro-rata fair market value of the assets of any company
in which it is considered to own 25% or more of the ordinary shares by value) during the
taxable year, calculated quarterly by value, produce, or are held for the production of,
passive income. Passive income for these purposes includes items such as dividends,
interest, royalties, rents and gains from commodities and securities transactions.

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If we are classified as a passive
foreign investment company, highly complex rules will apply to our U.S. shareholders.
Accordingly, U.S. shareholders are urged to consult their tax advisors regarding the
application of such rules.

If a corporation is a passive foreign
investment company, a U.S. shareholder will be subject to one of three alternative taxing
regimes:

The simplest is the QEF
regime. If the shareholder elects to treat the PFIC as a qualified electing
fund (QEF), then each year the shareholder includes in its gross income
a proportionate share of the PFICs ordinary income and net capital gain. A second
regime may be elected if the PFIC stock is marketable. The U.S. shareholder
may elect to mark the stock to market each year. At the end of each taxable
year, the shareholder recognizes gain equal to the excess of the fair market value of the
PFIC stock over the shareholders tax basis in the stock.  (Losses may also be recognized to the
extent of previously recognized gains.)

A U.S. shareholder making neither of
these elections is subject to the excess distribution regime. The tax is
triggered when the shareholder receives an excess distribution from the PFIC.
An excess distribution is either (1) a distribution with respect to stock that is greater
than 125% of the average of such distributions over the preceding three years, or (2) 100%
of the gain from the disposition of shares in the PFIC. An excess distribution is subject
to special tax rules. In most cases, only a portion of it is included in the gross income
of the U.S. shareholder and taxed at normal rates. The remainder is never so included, but
is used as the basis for calculating a deferred tax amount, which is simply
added to the shareholders tax liability.

The deferred tax amount is computed
as follows. The excess distribution is first ratably allocated, share by share, to each
day of the shareholders holding period. Portions allocated to the current year, and
to any pre-PFIC years (that is, years before 1987, when there were no PFICs, or years
before the first year in which the company was a PFIC with respect to that shareholder),
are included in ordinary income for the current year. Portions allocated to prior PFIC
years are hypothetically taxed at the highest marginal rate in effect for those years
(without regard to the shareholders actual rate or to any deductions or credits for
those years). To this hypothetical tax is added the interest that the shareholder would
have paid if it were simply paying that tax late for that year. The sum of the tax and the
interest charge is the deferred tax amount, which cannot be offset or otherwise affected
by current net operating losses or other deductions.

A U.S. person who inherits shares in
a foreign corporation that was a PFIC in the hands of the decedent (who did not make
either of the elections described above), is denied the otherwise available step-up in the
tax basis of such shares to fair market value at the date of death. The U.S. person steps
into the shoes of the decedent and will be subject to the rules described above.

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Although a determination as to a
corporations PFIC status is made annually, an initial determination that a
corporation is a PFIC for any taxable year generally will cause the above-described
consequences to apply for all future years as to U.S. shareholders who held shares in the
corporation at any time during the PFIC taxable year and who made neither a valid QEF
election with respect to such shares nor a valid election to mark such shares to market.
This will be true even if the corporation loses its PFIC status in later years. However,
with respect to a PFIC that does not make any distributions or deemed distributions, the
above tax treatment would apply only to gains realized on the disposition of such shares
by a U.S. shareholder.

If we are classified as a PFIC,
complicated rules will apply to our U.S. shareholders. Our status in future years will
depend on our assets and activities in those years, although shareholders will be treated
as continuing to own an interest in a passive foreign investment company if we are a
passive foreign investment company in any year in which a shareholder owns our shares,
unless certain elections are made.

This discussion does not address all
aspects of U.S. federal income taxation that may be relevant to a U.S. shareholder in
light of his or her particular circumstances or to a U.S. shareholder subject to special
treatment under U.S. federal income tax law. U.S. shareholders are urged to consult their
tax advisors about the U.S. federal income taxation rules to which they will be subject,
as well as the PFIC rules, including the advisability, procedure and timing of making a
mark-to-market election, in connection with their holding of our shares, including
warrants or rights to acquire our shares.

Tax Assessment

Silicom Ltd. received final tax
assessments for all years up to and including the tax year ended December 31, 2000. Our
U.S. subsidiary, Silicom Connectivity Solutions, Inc., has not yet been assessed for tax
purposes since incorporation in 1993. In accordance with the provisions of the Income Tax
Ordinance, tax returns submitted up to and including the 2001 tax year can be regarded as
final.

# Documents on Display

We are required to file reports and
other information with the Securities and Exchange Commission (the SEC) under
the Securities Exchange Act of 1934 (the Exchange Act) and the regulations
thereunder applicable to foreign private issuers. Although as a foreign private issuer we
are not required to file periodic information as frequently or as promptly as United
States companies, we generally do publicly announce our quarterly and year-end results
promptly and file periodic information with the SEC under cover of Form 6-K. We are also
exempt from the rules under the Exchange Act prescribing the furnishing and content of
proxy statements and our officers, directors and principal shareholders are exempt from
the reporting and other provisions in Section 16 of the Exchange Act.

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You may review a copy of our filings
with the SEC, including any exhibits and schedules, at the SECs public reference
room at 100 F Street N.E., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330
for further information on the public reference room. As a foreign private issuer, all
documents which were filed after November 4, 2002 on the SECs EDGAR system will be
available for retrieval on the SECs website at www.sec.gov. These SEC filings are
also available to the public on the Israel Securities Authoritys Magna website at
www.magna.isa.gov.il and from commercial document retrieval services. The documents
referred to in this document may be inspected at the Companys offices, located at 8
Hanagar Street, Kfar Sava, Israel 44000.

Any statement in this annual report
about any of our contracts or other documents is not necessarily complete. If the contract
or document is filed as an exhibit to the annual report the contract or document is deemed
to modify the description contained in this annual report. We urge you to review the
exhibits themselves for a complete description of the contract or document.

|Item 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

Market risk represents the risk of
changes in the value of a financial instrument caused by fluctuations in interest rates,
equity prices and foreign exchange rates.

# Interest Rate Risk

As of December 31, 2007 we did not
have any short or long term interest bearing loans or debts, hence there was no exposure
to interest rate risk.

# Equity Price Risk

As of December 31, 2007 all of our
marketable securities were held to maturity, hence there was no exposure to equity price
risk.

# Foreign Currency
Exchange Risk

As of December 31, 2007 we had
accounts receivable in New Israeli Shekels (NIS) or in funds linked thereto in the amount
of $540,047. Market risk was estimated as the potential decrease in fair value resulting
from a hypothetical 10% increase in the year-end Dollar exchange rate. Assuming such
increase in the Dollar exchange rate, the fair value of our accounts receivable would
decrease by $49,095. As of December 31, 2007 we had accounts payable in New Israeli
Shekels (NIS) linked thereto in the amount of $3,797,504. Market risk was estimated as the
potential increase in fair value resulting from a hypothetical 10% decrease in the
year-end Dollar exchange rate. Assuming such decrease in the Dollar exchange rate, the
fair value of our accounts payable would increase by $421,945.

In 2007 there was a decrease of 8.97%
in the Dollar exchange rate which resulted in an aggregate increase in the fair value of
our assets of $68,541 and an aggregate increase in the fair value of our liabilities of
$323,515.

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As of December 31, 2007 we were not
engaged in any hedging transactions.

|Item 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|-------- | ------------------------------------------------------

Not applicable.

# PART II.

|Item 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|-------- | -----------------------------------------------

None.

|Item 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|-------- | ----------------------------------------------------------------------------

None.

|Item 15. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Our
Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of
our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as
of December 31, 2007, have concluded that, as of such date, our disclosure controls and
procedures were effective to ensure that the information required in the reports that we
file or submit under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the SECs rules and forms, and 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.

|Item 15T. | CONTROLS AND PROCEDURES
|--------- | -----------------------

# Disclosure Controls and
Procedures

We
maintain disclosure controls and procedures that are designed to ensure that information
required to be disclosed in its Exchange Act reports is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange Commissions
rules and forms, and that such information is accumulated and communicated to our Chief
Executive Officer and Chief Financial Officer to allow timely decisions regarding
required disclosure. Our management, including our Chief Executive Officer and Chief
Financial Officer, conducted an evaluation of our disclosure controls and procedures, as
defined under Exchange Act Rule 13a-15(e), as of the end of the period covered by this
Annual Report on Form 20-F. Based upon that evaluation, our Chief Executive Officer and
Chief Financial Officer have concluded that, as of such date, our disclosure controls and
procedures were effective.

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# Management Report on
Internal Control over Financial Reporting

Our
management is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) to provide reasonable assurance regarding the reliability of our financial reporting
and the preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.

Management
assessed our internal control over financial reporting as of December 31, 2007, the
end of our fiscal year.  In making this assessment, management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control  Integrated Framework.

Based
on our assessment, management has concluded that our internal control over financial
reporting was effective as ofDecember 31, 2007 to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of
financial statements for external reporting purposes in accordance with
U.S. generally accepted accounting principles. We reviewed the results of
managements assessment with the Audit Committee of our Board of Directors.

Our
independent registered public accounting firm, Somekh Chaikin, a member firm of KPMG
International, has issued an audit report on the effectiveness of the Companys
internal control over financial reporting, which is included on page F-2 of this
Form 20-F.

# Inherent Limitations on
Effectiveness of Controls

Internal
control over financial reporting has inherent limitations. Internal control over financial
reporting is a process that involves human diligence and compliance and is subject to
lapses in judgment and breakdowns resulting from human failures. Internal control over
financial reporting also can be circumvented by collusion or improper management override.
Because of such limitation, there is a risk that material misstatements will not be
prevented or detected on a timely basis by internal control over financial reporting.
However, these inherent limitations are known features of the financial reporting process.
Therefore, it is possible to design into the process safeguards to reduce, though not
eliminate, this risk.

# Changes in Internal
Control over Financial Reporting

There
was no change in our internal controls over financial reporting that occurred during the
period covered by this annual report that has materially affected, or is reasonably
likely to materially affect, our internal controls over financial reporting.

|Item 16. | Reserved
|-------- | --------

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|Item 16A. | AUDIT COMMITTEE FINANCIAL EXPERT
|--------- | --------------------------------

Our board of directors has determined
that Ms. Einat Domb-Har is our audit committee financial expert, and that Ms. Domb-Har is
independent as such term is defined under the Nasdaq Capital Market listing requirements.

|Item 16B. | CODE OF ETHICS
|--------- | --------------

Our company has adopted a code of
ethics, which applies to all of our employees, officers and directors, including our Chief
Executive Officer, our Chief Financial Officer and our principal accountant. A copy of the
code of ethics is attached as an exhibit to this annual report.

|Item 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|--------- | --------------------------------------

The following table presents fees for
professional services for the audit of the Companys consolidated annual financial
statements for the years ended December 31, 2007 and 2006, audit-related services and
tax services rendered by Somekh Chaikin, a member firm of KPMG International.

|                      | 2007 | 2006
|--------------------- | ---- | ----
|
|
|
|
|Audit Fees(1)         |      |     
|Audit-Related Fees(2) |      |     
|Tax Fees(3)           |      |     
|All Other Fees        |      |     

(1)
          Audit fees consist of fees for professional services rendered for the audit of
          the Companys consolidated financial statements and services normally
          provided by the independent auditor in connection with statutory and regulatory
          filings or engagements.

(2)
          Audit-Related Fees consist of accounting consultation and consultation on
          financial accounting standards, not arising as part of the audit.

(3)
          Tax services fees consist of compliance fees for the preparation of original and
          amended tax returns and claims for refunds.

|Item 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|--------- | ----------------------------------------------------------

Not applicable.

|Item 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|--------- | ----------------------------------------------------------------------

Not applicable.

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# PART III.

|Item 17. | FINANCIAL STATEMENTS
|-------- | --------------------

Not applicable

|Item 18. | FINANCIAL STATEMENTS
|-------- | --------------------

See pages F-1 to F-35.

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|Item 19. | EXHIBITS
|-------- | --------

|1.1 | Amended
and Restated Articles of Association, adopted on January 24, 2008, filed by us as an
Exhibit to              our registration statement on Form S-8, as filed with the
Securities and Exchange Commission on February              11, 2008, and incorporated
herein by reference.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.1. | Lease
between the Company and Yaakov Metzkin and Dov Segev, for premises in Kfar Sava, Israel,
dated              November 1, 1994, and amendment dated March 17, 2002, filed by us as
an Exhibit to our annual report on              Form 20-F for the fiscal year ended
December 31, 2001, as filed with the Securities and Exchange              Commission on
June 27, 2002, and incorporated herein by reference. As this lease and the amendment are
             written in Hebrew, a summary of each was included in the Exhibit.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.2 | Lease
between the Company and Ground A.S. Ltd., for manufacturing facility in Yokneam, Israel,
dated              June 27, 2000. As this lease is written in Hebrew, a summary was filed
by us as an Exhibit to our annual              report on Form 20-F for the fiscal year
ended December 31, 2000, as filed with the Securities and              Exchange
Commission on June 30, 2001. It is incorporated herein by reference.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.3 | Lease
between Silicom Connectivity Solutions, Inc. and RAD Data Communications Inc., for space
in              Mahwah, New Jersey, dated as of September 1, 1997, filed by us as an
Exhibit to our annual report on              Form 20-F for the fiscal year ended December
31, 2000, as filed with the Securities and Exchange              Commission on June 30,
2001, and incorporated herein by reference.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.4 | Sublease
Agreement between Silicom Connectivity Solutions, Inc. and Radcom Equipmet, Inc., for
space in              Paramus, New Jersey, dated as of February 1, 2004, filed by us as
an Exhibit to our annual report on              Form 20-F for the fiscal year ended
December 31, 2003, as filed with the Securities and Exchange              Commission on
June 30, 2004, and incorporated herein by reference.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.5 | Addendum
to Lease dated June 27, 2000, dated as of May 5, 2005, between the Company, Ground A.S.
Ltd.,              Shaarei Haeer Investment Company Ltd. and Kanyon HaDrachim No. 1
Yokneam Ltd. filed by us as an Exhibit              to our annual report on Form 20-F for
the fiscal year ended December 31, 2004, as filed with the              Securities and
Exchange Commission on May 31, 2005, and incorporated herein by reference. As this
             addendum is written in Hebrew, a translation was included in the Exhibit.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.6 | U.S.
Share Option Plan (2000), filed by us as an Exhibit to our registration statement on Form
S-8, as filed with the Securities and Exchange Commission on February 11, 2008, and
incorporated herein by reference.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

74

---

---

|4.7 | Share
Option Plan (2004), filed by us as an Exhibit to our registration statement on Form S-8,
as filed with the Securities and Exchange Commission on February 11, 2008, and
incorporated herein by reference.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|8. | List
of subsidiaries, filed by us as an Exhibit to our annual report on Form 20-F for the
fiscal year ended          December 31, 2000, as filed with the Securities and Exchange
Commission on June 30, 2001, and incorporated          herein by reference.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|11.1 | Code
of Ethics.
|---- | ---------------

|12.1 | Certification
by Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act
             of 2002.
|---- | ----------------------------------------------------------------------------------------------------------------

|12.2 | Certification
by Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act
             of 2002.
|---- | ----------------------------------------------------------------------------------------------------------------

|13.1 | Certification
by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
             of 2002.
|---- | ----------------------------------------------------------------------------------------------------------------

|13.2 | Certification
by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
             of 2002.
|---- | ----------------------------------------------------------------------------------------------------------------

|14.1 | Opinion
of McGladrey & Pullen, LLP, dated January 6, 2003, on the financial statements of
             Silicom Connectivity Solutions, Inc., for the two years ended December 31,
2001 and 2002,              filed by us as an Exhibit to our annual report on Form 20-F
for the fiscal year ended              December 31, 2003, as filed with the Securities
and Exchange Commission on June 30, 2004,              and incorporated herein by
reference.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|14.2 | Opinion
of McGladrey & Pullen, LLP, dated January 6, 2003, on the financial statements of
             Silicom Connectivity Solutions, Inc., for the year ended December 31, 2002
filed by us as an              Exhibit to our annual report on Form 20-F for the fiscal
year ended December 31, 2004, as              filed with the Securities and Exchange
Commission on May 31, 2005, and incorporated herein              by reference.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|15.1 | Consent
of KPMG Somekh Chaikin, Independent Registered Public Accounting Firm.
|---- | ------------------------------------------------------------------------------

75

---

---

# SIGNATURES

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.

| |  | SILICOM LIMITEDBy: /s/ Shaike Orbach
Shaike OrbachChief Executive Officer
| |  | ---------------------------------------------------------------------------------------

March 26, 2008

76

---

---

# Silicom Ltd.

# and its Consolidated
Subsidiary

# Consolidated Financial Statements

As at and for the year ended December 31, 2007



---

---

|Silicom Ltd. and its Consolidated Subsidiary             
|---------------------------------------------------------
|                                                         
|Consolidated Financial Statements as at December 31, 2007
|                                                         
|                                                         

Contents

|                                                           | Page
|---------------------------------------------------------- | ----
|
|
|
|
|Report of Independent Registered Public Accounting Firm    | F-2 
|                                                          
|Consolidated Balance Sheets                                | F-4 
|                                                          
|Consolidated Statements of Income                          | F-6 
|                                                          
|Consolidated Statements of Changes in Shareholders' Equity | F-7 
|                                                          
|Consolidated Statements of Cash Flows                      | F-8 
|                                                          
|Notes to the Consolidated Financial Statements             | F-9 



---

---

# Report of Independent
Registered Public Accounting Firm

# To the Board of
Directors and Shareholders of Silicom Ltd.

We have audited the accompanying consolidatedbalance sheets of Silicom Ltd. and its subsidiary (the Company) as of December 31,
2007 and 2006, and the related consolidated statements of income, changes in
shareholders equity, and cash flows for each of the years in the three-year period
ended December 31, 2007. We also have audited the Companys internal control over
financial reporting as of December 31, 2007, based on criteria established in Internal
Control  Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). The Companys management is
responsible for these consolidated financial statements, for maintaining effective
internal control over financial reporting, and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying Managements
Report on Internal Control over Financial Reporting. Our responsibility is to express an
opinion on these consolidated financial statements and an opinion on the Companys
internal control over financial reporting based on our audits.

We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement and whether effective
internal control over financial reporting was maintained in all material respects. Our
audits of the consolidated financial statements included examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. Our audit of internal control over financial
reporting included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk. Our
audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.

A companys internal control
over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A
companys internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) 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 (3)
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.

F - 2

---

---

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.

In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the
financial position of the Company as of December 31, 2007 and 2006, and the results of its
operations and its cash flows for each of the years in the three-year period ended
December 31, 2007, in conformity with accounting principles generally accepted in the
United States of America. Also in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2007,
based on criteria established in Internal Control  Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission.

As discussed in Note 2R to the
consolidated financial statements, effective January 1, 2006, the Company changed its
method of accounting for share-based compensation upon adoption of Financial Accounting
Standards Board Statement 123(R), Share-Based Payment.

Somekh Chaikin
Certified Public Accountants (Isr.)
Member Firm of KPMG International

Tel-Aviv, Israel
March 25, 2008

F - 3

---

---

|Silicom Ltd. and its Consolidated Subsidiary 
|---------------------------------------------
|                                             
|Consolidated Balance Sheets as of December 31
|                                             
|                                             

|                                              |  | 2006 | 2007
|--------------------------------------------- |  | ---- | ----
|
|
|
|
|Assets                                        |  |      |     
|                                              |  |     
|Current assets                                |  |     
|Cash and cash equivalents                     |  |      |     
|Marketable securities                         |  |      |     
|Accounts receivable:                          |  |     
|Trade, net                                    |  |      |     
|Other                                         |  |      |     
|Inventories                                   |  |      |     
|Deferred tax assets                           |  |      |     
|                                              |  |      |     
|                                              |  |     
|Total current assets                          |  |      |     
|                                              |  |     
|Marketable securities                         |  |      |     
|                                              |  |     
|Assets held for employees' severance benefits |  |      |     
|                                              |  |     
|Property, plant and equipment, net            |  |      |     
|                                              |  |     
|Other assets, net                             |  |      |     
|                                              |  |      |     
|                                              |  |     
|Total assets                                  |  |      |     
|                                              |  |      |     

|                                   |                         |                        
|---------------------------------- | ----------------------- | -----------------------
|
|
|
|
|/S/ Avi Eizenman                   | /S/ Shaike Orbach       | /S/ Eran Gilad         
|                                   |                         |                        
|Avi Eizenman                       | Shaike Orbach           | Eran Gilad             
|Chairman of the Board of Directors | Chief Executive Officer | Chief Financial Officer

Kfar-Saba, Israel
March 25, 2008

The accompanying notes are an
integral part of these consolidated financial statements.

F - 4

---

---

|Silicom Ltd. and its Consolidated Subsidiary 
|---------------------------------------------
|                                             
|Consolidated Balance Sheets as of December 31
|                                             
|                                             

|                                                         |  | 2006 | 2007
|-------------------------------------------------------- |  | ---- | ----
|
|
|
|
|Liabilities and shareholders' equity                     |  |      |     
|                                                         |  |     
|Current liabilities                                      |  |     
|Trade accounts payable                                   |  |      |     
|Other accounts payable and accrued expenses              |  |      |     
|                                                         |  |      |     
|                                                         |  |     
|Total current liabilities                                |  |      |     
|                                                         |  |     
|Long-term liability                                      |  |     
|Liability for employees' severance benefits              |  |      |     
|                                                         |  |      |     
|                                                         |  |     
|Total liabilities                                        |  |      |     
|                                                         |  |      |     
|                                                         |  |     
|Commitments and contingencies                            |  |      |     
|                                                         |  |     
|Shareholders' equity                                     |  |      |     
|Ordinary shares, NIS 0.01 par value; 10,000,000 shares   |  |     
|authorized; 5,213,600 and 6,585,847 issued as at         |  |     
|December 31, 2006 and 2007, respectively;                |  |     
|5,198,629 and 6,570,876 outstanding as at                |  |     
|December 31, 2006 and 2007, respectively                 |  |      |     
|Additional paid-in capital                               |  |      |     
|Treasury shares (at cost) - 14,971 ordinary shares as at |  |     
|December 31, 2006 and 2007                               |  |      |     
|Retained earnings                                        |  |      |     
|                                                         |  |      |     
|                                                         |  |     
|Total shareholders' equity                               |  |      |     
|                                                         |  |      |     
|                                                         |  |     
|Total liabilities and shareholders' equity               |  |      |     
|                                                         |  |      |     

The accompanying notes are an integral
part of these consolidated financial statements.

F - 5

---

---

|Silicom Ltd. and its Consolidated Subsidiary                    
|----------------------------------------------------------------
|                                                                
|Consolidated Statements of Income for the Year Ended December 31
|                                                                
|                                                                

|                                      |  | 2005 | 2006 | 2007
|------------------------------------- |  | ---- | ---- | ----
|
|
|
|
|Sales                                 |  |      |      | 13  
|Cost of sales                         |  |      |      |     
|                                      |  |      |      |     
|                                      |  |     
|Gross profit                          |  |      |      |     
|                                      |  |      |      |     
|                                      |  |     
|Operating expenses                    |  |     
|Research and development costs, gross |  |      |      |     
|Less: grant participation             |  |      |      | 11A 
|                                      |  |      |      |     
|Research and development costs, net   |  |      |      |     
|                                      |  |     
|Selling and marketing expenses        |  |      |      |     
|General and administrative expenses   |  |      |      |     
|                                      |  |      |      |     
|                                      |  |     
|Total operating expenses              |  |      |      |     
|                                      |  |      |      |     
|                                      |  |     
|Operating income                      |  |      |      |     
|Financial income, net                 |  |      |      | 14  
|                                      |  |      |      |     
|                                      |  |     
|Income before income taxes            |  |      |      |     
|                                      |  |     
|Income tax expense (benefit)          |  |      |      | 15  
|                                      |  |      |      |     
|                                      |  |     
|Net income                            |  |      |      |     
|                                      |  |      |      |     
|                                      |  |     
|Income per share:                     |  |     
|Basic income per ordinary share       |  |      |      |     
|                                      |  |      |      |     
|                                      |  |     
|Diluted income per ordinary share     |  |      |      |     
|                                      |  |      |      |     
|                                      |  |     
|Weighted average number of ordinary   |  |     
|shares used to compute basic income   |  |     
|per share (in thousands)              |  |      |      |     
|                                      |  |      |      |     
|                                      |  |     
|Weighted average number of ordinary   |  |     
|shares used to compute diluted income |  |     
|per share (in thousands)              |  |      |      |     
|                                      |  |      |      |     

The accompanying notes are an
integral part of these consolidated financial statements.

F - 6

---

---

|Silicom Ltd. and its Consolidated Subsidiary              
|----------------------------------------------------------
|                                                          
|Consolidated Statements of Changes in Shareholders' Equity
|                                                          
|                                                          

|                         | Ordinary shares | Additionalpaid-incapital | Treasuryshares | Retainedearnings(accumulateddeficit) | Totalshareholders'Equity
|------------------------ | --------------- | ------------------------ | -------------- | ------------------------------------ | ------------------------
|
|
|
|
|Balance at               |                 |                          |                |                                      |                         
|January 1, 2005          |                 |                          |                | 4,198,579                            |                         
|                         |                 |                         
|Exercise of options      |                 |                          |                | 137,500                              |                         
|Net income               |                 |                          |                | -                                    |                         
|                         |                 |                          |                |                                      |                         
|                         |                 |                         
|Balance at               |                 |                         
|December 31, 2005        |                 |                          |                | 4,336,079                            |                         
|                         |                 |                         
|Exercise of options      |                 |                          |                | 62,550                               |                         
|Issuance of shares and   |                 |                         
|warrants (2)             |                 |                          |                | 800,000                              |                         
|Share-based compensation |                 |                          |                | -                                    |                         
|Net income               |                 |                          |                | -                                    |                         
|                         |                 |                          |                |                                      |                         
|                         |                 |                         
|Balance at               |                 |                         
|December 31, 2006        |                 |                          |                | 5,198,629                            |                         
|                         |                 |                         
|Exercise of options      |                 |                          |                | 205,800                              |                         
|Exercise of warrants     |                 |                          |                | 291,447                              |                         
|Issuance of shares and   |                 |                         
|warrants (2)             |                 |                          |                | 875,000                              |                         
|Share-based              |                 |                         
|compensation             |                 |                          |                | -                                    |                         
|Net income               |                 |                          |                | -                                    |                         
|                         |                 |                          |                |                                      |                         
|                         |                 |                         
|Balance at               |                 |                         
|December 31, 2007        |                 |                          |                | 6,570,876                            |                         
|                         |                 |                          |                |                                      |                         

(1) Net of 14,971 shares held by the subsidiary(2) Net of issuance cost of US$ 405 thousand in 2006 and, in 2007 US$ 1,192
thousand, less income tax benefit of US$ 35 thousand.

The accompanying notes are an
integral part of these consolidated financial statements.

F - 7

---

---

|Silicom Ltd. and its Consolidated Subsidiary                        
|--------------------------------------------------------------------
|                                                                    
|Consolidated Statements of Cash Flows for the Year Ended December 31
|                                                                    
|                                                                    

|                                                    | 2005 | 2006 | 2007
|--------------------------------------------------- | ---- | ---- | ----
|
|
|
|
|Cash flows from operating activities                |      |      |     
|Net income                                          |      |      |     
|                                                    |      |     
|Adjustments required to reconcile net income to     |      |     
|net cash provided by operating activities:          |      |     
|Depreciation and amortization                       |      |      |     
|Liability for employees' severance benefits, net    |      |      |     
|Income from marketable securities                   |      |      |     
|Share-based compensation expense                    |      |      |     
|Deferred tax assets                                 |      |      |     
|Accounts receivable - trade                         |      |      |     
|Accounts receivable - other                         |      |      |     
|Inventories                                         |      |      |     
|Trade accounts payable                              |      |      |     
|Other accounts payable and accrued expenses         |      |      |     
|                                                    |      |      |     
|Net cash provided by operating activities           |      |      |     
|                                                    |      |      |     
|                                                    |      |     
|Cash flows from investing activities                |      |     
|Purchases of property, plant and equipment          |      |      |     
|Proceeds from maturity of marketable securities     |      |      |     
|Purchases of marketable securities                  |      |      |     
|                                                    |      |      |     
|Net cash provided by (used in) investing activities |      |      |     
|                                                    |      |      |     
|                                                    |      |     
|Cash flows from financing activities                |      |     
|Short-term bank credit                              |      |      |     
|Issuance of shares and warrants                     |      |      |     
|Exercise of options and warrants                    |      |      |     
|                                                    |      |      |     
|Net cash provided by financing activities           |      |      |     
|                                                    |      |      |     
|                                                    |      |     
|Increase in cash and cash equivalents               |      |      |     
|                                                    |      |     
|Cash and cash equivalents at beginning of year      |      |      |     
|                                                    |      |      |     
|Cash and cash equivalents at end of year            |      |      |     
|                                                    |      |      |     
|                                                    |      |     
|Supplementary cash flow information                 |      |     
|Cash paid during the year for:                      |      |     
|Interest expenses                                   |      |      |     
|                                                    |      |      |     
|Income taxes                                        |      |      |     
|                                                    |      |      |     

The accompanying notes are an integral
part of these consolidated financial statements.

F - 8

---

---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 1  General

| | Silicom
Ltd. is an Israeli corporation engaged in designing, manufacturing, marketing and
supporting server networking solutions for a broad range of servers and server based
systems. It also offers a broad range of its traditional PC cards, PCI cards and USB
products.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Companys shares have been traded in the United States on the National Association
of Securities Dealers Automated Quotation System (NASDAQ), since February
1994 and in Israel on the Tel Aviv Stock Exchange (TASE), since December
2005.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Silicom
markets its products directly, through (i) Original Equipment Manufacturers (OEMs)
which sell the Companys connectivity products under their own private labels or
incorporate the Companys products into their products, (ii) a worldwide
network of independent distributors and (iii) its US-based subsidiary.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
these financial statements the terms Company or Silicom refer to
Silicom Ltd. and its wholly owned subsidiary, Silicom Connectivity Solutions, Inc.,
whereas the term subsidiary refers to Silicom Connectivity Solutions, Inc., a
wholly owned subsidiary of Silicom Ltd.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Note 2 
Significant Accounting Policies

| | The
significant accounting policies, applied on a consistent basis, are as follows:
| | -----------------------------------------------------------------------------------

| | A. | Financial
statements in US dollars
| | -- | ----------------------------------

| | Substantially
all sales of the Company are made outside of Israel (see Note 13A regarding geographical
destination), in US dollars (dollars). Most purchases of materials and
components, and most marketing costs are made or incurred, primarily in dollars.
Therefore, the functional currency of the Company is the dollar.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Transactions
and balances in other currencies are remeasured into dollars in accordance with the
principles set forth in Statement of Financial Accounting Standards (SFAS) No. 52, Foreign
Currency Translations, of the Financial Accounting Standards Board of the United
States (FASB).
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | All
exchange gains and losses from remeasurement of monetary balance sheet items denominated
in non-dollar currencies are reflected in earnings when they arise.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

| | B. | Principles
of consolidation
| | -- | ---------------------------

| | The
consolidated financial statements have been prepared in accordance with principles
generally accepted in the United States of America and include the accounts of Silicom
Ltd. and its wholly- owned subsidiary. All significant intercompany balances and
transactions have been eliminated in consolidation.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F - 9

---

---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 2 
Significant Accounting Policies (contd)

| | C. | Estimates
and assumptions
| | -- | -------------------------

| | The
preparation of the consolidated financial statements in accordance with generally
accepted accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities
and the disclosure of contingent assets and liabilities at the date of the consolidated
financial statements, and the reported amounts of revenue and expenses during the
reporting years. Actual results may vary from these estimates.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | D. | Cash
and cash equivalents
| | -- | -------------------------

| | All
highly liquid debt instruments with original maturities of three months or less from the
date of purchase are considered to be cash equivalents.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | E. | Marketable
securities
| | -- | ---------------------

| | Investments
which the Company has the intent and ability to hold to maturity are classified as
held-to-maturity investments as defined in SFAS No. 115, Accounting for Certain
Investments in Debt and Equity Securities, and are recorded at amortized cost
adjusted for the amortization or accretion of premiums or discounts.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | A
decline in the market value of any held-to-maturity security below cost, that is deemed
to be other than temporary, results in a write down of the carrying amount to fair value.
The impairment is charged to earnings and a new cost basis is established.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Premiums
and discounts are amortized or accreted over the life of the related held-to-maturity
security as an adjustment to yield using the effective interest method. Such amortization
and accretion is included in the Financial income, net line item in the consolidated
statements of income.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | F. | Provision
for doubtful accounts receivable
| | -- | ------------------------------------------

| | The
provision for doubtful accounts receivable is calculated on the basis of specific
identification of balances, the collection of which, in managements opinion, is
doubtful. In determining the adequacy of the provision, management bases its opinion on
the estimated risk, in reliance on available information with respect to the debtors
financial position and an evaluation of any collateral received.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | As
of December 31, 2006 and 2007, the provision for doubtful accounts receivable amounted to
US$ 20 thousand.
| | -------------------------------------------------------------------------------------------------------------

F - 10

---

---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 2 
Significant Accounting Policies (contd)

| | G. | Inventories
| | -- | -----------

| | Inventories
are stated at the lower of cost or market. Cost is determined using the average-cost method.
| | ----------------------------------------------------------------------------------------------------------

| | The
Company writes down obsolete or slow moving inventory to its market value.
| | ------------------------------------------------------------------------------

| | H. | Assets
held for employees severance benefits
| | -- | ---------------------------------------------

| | Assets
held for employees severance benefits represent contributions to severance pay
funds and cash surrender value of life insurance policies that are recorded at their
current redemption value.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | I. | Property,
plant and equipment
| | -- | -----------------------------

| | Property,
plant and equipment are stated at cost. Depreciation is calculated on the straight-line
method over the estimated useful life of the assets at the following annual rates:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                      | %      
| | ---------------------------------------------------- | -------
|
|
|
|
| | Manufacturing and research and development equipment | 20 - 33
| | Motor vehicles                                       | 15     
| | Office furniture and equipment                       | 6 - 20 
| | Leasehold improvements                               | *      

| | * | Leasehold
improvements are amortized straight-line over the shorter of the lease term or estimated
useful life of the assets.
| | - | -----------------------------------------------------------------------------------------------------------------------------

| | J. | Other
assets
| | -- | ------------

| | Other
assets consists of a patent. The cost of the patent is amortized by the straight-line
method over the estimated useful life of the asset. The remaining life of the patent at
December 31, 2007 is four years.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | K. | Impairment
or disposal of long-lived assets
| | -- | -------------------------------------------

| | The
Company accounts for long-lived assets in accordance with the provisions of SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets. This
Statement requires that long-lived assets be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a comparison of
the carrying amount of an asset to future undiscounted net cash flows expected to be
generated by the asset. If the carrying amount of an asset exceeds its estimated future
cash flows, an impairment charge is recognized for the amount by which the carrying
amount of the asset exceeds the fair value of the asset. Assets to be disposed would be
separately presented in the balance sheet and reported at the lower of the carrying
amount or fair value less costs to sell.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F - 11

---

---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 2 
Significant Accounting Policies (contd)

| | L. | Revenue
recognition
| | -- | -------------------

| | The
Company recognizes revenue on sales when products are shipped, collectibility is
reasonably assured, price is fixed and determinable, and the customer takes ownership and
assumes risk of loss.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company routinely evaluates its products for inclusion of any embedded software that is
more than incidental thereby requiring consideration of AICPA Statement of Position 97-2,
Software Revenue Recognition. Based on such evaluation, the Company has
concluded for all reported periods that none of its products have such embedded software.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Sales
taxes collected from customers and remitted to governmental authorities are accounted for
on a net basis and, therefore, are excluded from revenues in the consolidated statements
of income.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | M. | Research
and development costs
| | -- | ------------------------------

| | Research
and development costs are expensed as incurred.
| | --------------------------------------------------------

| | N. | Royalty
bearing participations
| | -- | ------------------------------

| | Royalty
bearing participations from the Government of Israel for funding research and development
activities are recognized at the time the Company is entitled to such grants based on the
related cost incurred. See also Note 11A.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Royalty
expenses are recognized pursuant to sale of related products and are classified as cost
of sales.
| | ---------------------------------------------------------------------------------------------------------

| | O. | Allowance
for product warranty
| | -- | ------------------------------

| | The
Company grants service warranties related to certain products to end-users. The Company
estimates its obligation for such warranties to be immaterial on the basis of historical
experience. Accordingly, these financial statements do not include an accrual for
warranty obligations.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | P. | Treasury
shares
| | -- | ---------------

| | Treasury
shares are recorded at cost and presented as a reduction of shareholders equity.
| | ------------------------------------------------------------------------------------------

F - 12

---

---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 2 
Significant Accounting Policies (contd)

| | Q. | Income
taxes
| | -- | ------------

| | The
Company accounts for income taxes in accordance with SFAS No. 109, Accounting for
Income Taxes. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statements carrying
amounts of existing assets and liabilities and their respective tax bases, and operating
loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the consolidated
statements of income in the period that includes the enactment date. The Company provides
a valuation allowance to reduce deferred tax assets to the extent it believes it is more
likely than not that such benefits will not be realized.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Beginning
with the adoption of FASB Interpretation No. 48, Accounting for Uncertainty in
Income Taxes (FIN 48) as of January 1, 2007, the Company recognizes the effect of
income tax positions only if those positions are more likely than not of being sustained.
Recognized income tax positions are measured at the largest amount that is greater than
50% likely of being realized. Changes in recognition or measurement are reflected in the
period in which the change in judgment occurs. Additional disclosure on FIN 48 is
included in Note 15J.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | R. | Share-based
compensation
| | -- | ------------------------

| | Effective
January 1, 2006, the Company adopted FASB Statement No. 123(R), Share-Based Payment (Statement
123(R)). This statement replaces FASB Statement No. 123, Accounting for Stock-Based
Compensation (Statement 123) and supersedes Accounting Principles Board Opinion No.
25, Accounting for Stock Issued to Employees. Statement 123(R) requires that
all stock-based compensation be recognized as an expense in the financial statements and
that such cost to be measured at the fair value of the award. This Statement was adopted
using the modified prospective method of application, which requires the Company to
recognize compensation cost on a prospective basis. Under this method, the Company
recorded stock-based compensation expense for awards granted prior to, but not yet vested
as of January 1, 2006, using the fair value amounts determined for pro-forma disclosures
under Statement 123. For stock-based awards granted after January 1, 2006, the Company
recognizes compensation expense based on estimated grant date fair value using the
Black-Scholes option-pricing model.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Prior
to January 1, 2006, the Company followed Statement 123 which permitted entities to
recognize as an expense over the vesting period, the fair value on the date of grant of
all stock-based awards. Alternatively, SFAS 123 allowed entities to continue to apply the
provisions of APB Opinion No. 25 and related interpretations and provide pro forma net
income and pro forma earnings per share disclosures for employee stock option grants as
if the fair-value based method defined in SFAS 123 had been applied. The Company elected
to apply the intrinsic value-based method prescribed in APB Opinion No. 25 for its stock
compensation to employees and directors and provide the pro-forma disclosure provisions
of Statement 123, as amended by Statement 148, Accounting for Stock-Based
Compensation  Transition and Disclosure, an amendment of Statement No. 123".
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F - 13

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---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 2 
Significant Accounting Policies (contd)

| | R. | Share-based
compensation (contd)
| | -- | ---------------------------------

| | As
such, the Company computed and recorded compensation expense for grants whose terms were
fixed with respect to the number of shares and option price only if the market price on
the date of grant exceeded the exercise price of the stock option. The compensation cost
for the fixed plans was recorded over the period the employee performs the service to
which the stock compensation relates.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
following table shows the effect on net income per ordinary share as if the Company had
applied the fair value recognition provisions of SFAS 123:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                                                  | Year ended
December 31
2005
| | ---------------------------------------------------------------- | ---------------------------
|
|
|
|
| | Net income, as reported                                          |                            
| | Deduct: share-based compensation expense under fair value method |                            
| |                                                                  |                            
| | Pro forma income                                                 |                            
| |                                                                  |                            
| | Basic net income per ordinary share (US$):                       |                            
| | As reported                                                      |                            
| |                                                                  |                            
| | Pro-forma                                                        |                            
| |                                                                  |                            
| | Diluted net income per ordinary share (US$):                     |                            
| | As reported                                                      |                            
| |                                                                  |                            
| | Pro-forma                                                        |                            
| |                                                                  |                            

| | S. | Income
per share
| | -- | ----------------

| | Basic
and diluted income per ordinary share is presented in conformity with Statement No. 128,
Earnings Per Share, for all years presented. Basic income per ordinary share
is calculated by dividing the net income attributable to ordinary shares, by the weighted
average number of ordinary shares outstanding. Diluted income per ordinary share
calculation is similar to basic income per ordinary share except that the weighed average
of common shares outstanding is increased to include the number of additional common
shares that would have been outstanding if the dilutive potential common shares from
options and warrants had been exercised.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F - 14

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---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 2 
Significant Accounting Policies (contd)

| | S. | Income
per share (contd)
| | -- | -------------------------

| | The
following table summarizes information related to the computation of basic and diluted
income per ordinary share for the years indicated.
| | ---------------------------------------------------------------------------------------------------------------------------------------------

| |                                                        | Year ended December 31
| | ------------------------------------------------------ | ----------------------
|
|
|
|
| | Net income attributable to ordinary shares             |                       
| | (US$ thousands)                                        |                       
| |                                                        |                       
| |                                                        |                       
| | Weighted average number of ordinary shares outstanding |                       
| | used in basic income per ordinary share calculation    |                       
| |                                                        |                       
| | Add assumed exercise of outstanding dilutive potential |                       
| | ordinary shares                                        |                       
| |                                                        |                       
| |                                                        |                       
| | Weighted average number of ordinary shares outstanding |                       
| | used in diluted income per ordinary share calculation  |                       
| |                                                        |                       
| |                                                        |                       
| | Basic income per ordinary shares (US$)                 |                       
| |                                                        |                       
| |                                                        |                       
| | Diluted income per ordinary shares (US$)               |                       
| |                                                        |                       
| |                                                        |                       
| | Number of options and warrants excluded                |                       
| | from the diluted earnings per share calculation        |                       
| | because of anti-dilutive effect                        |                       
| |                                                        |                       

| | T. | Recent
accounting pronouncements
| | -- | --------------------------------

| | In
February 2007, the FASB issued FASB statement No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities- including an amendment of FASB No. 115(Statement
159). Statement 159 gives the company the irrevocable option to carry most financial
assets and liabilities at fair value that are not currently required to be measured at
fair value. If the fair value option is elected, changes in fair value would be recorded
in earnings at each subsequent reporting date. Statement 159 is effective for the Companys
2008 fiscal year. The Company believes that the adoption of Statement 159 will not have a
material impact on the Companys financial condition, results of operations and cash
flow.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F - 15

---

---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 2 
Significant Accounting Policies (contd)

| | T. | Recent
accounting pronouncements (contd)
| | -- | -----------------------------------------

| | In
September 2006, the FASB issued FASB Statement No. 157, Fair Value Measurement(Statement
157). Statement 157 defines fair value, establishes a framework for the measurement of
fair value, and enhances disclosures about fair value measurements. The statement does
not require any new fair value measures. The statement is effective for fair value
measures already required or permitted by other standards for fiscal years beginning
after November 15, 2007. The Company is required to adopt Statement 157 beginning on
January 1, 2008. Statement 157 is required to be applied prospectively, except for
certain financial instruments. Any transition adjustment will be recognized as an
adjustment to opening retained earnings in the year of adoption. In February 2008, the
FASB approved FSP 157-2, which grants a one-year deferral of Statement 157s
fair-value measurement requirements for nonfinancial assets and liabilities that are not
required or permitted to be measured at fair value on a recurring basis. The Company
believes that the adoption of Statement 157 will not have a material impact on the Companys
financial condition, results of operations and cash flow.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
December 2007, the FASB issued FASB Statement No. 141R, Business Combinations(Statement
141R) and FASB Statement No. 160, Noncontrolling Interests in Consolidated Finacial
Statements- an amendment to ARB No. 51 (Statement 160). Statements 141R and 160
require most identifiable assets, liabilities, noncontrolling interests, and goodwill
acquired in a business combination to be recorded at full fair value and
require noncontrolling interests (previously referred to as minority interests) to be
reported as a component of equity, which changes the accounting for transactions with
noncontrolling interest holders. Both Statements are effective for periods beginning on
or after December 15, 2008, and earlier adoption is prohibited. Statement 141R will be
applied prospectively to all noncontrolling interests, including any that arose before
the effective date. The Company believes that the adoption of Statements 141R and 160
will not have a material impact on the Companys financial condition, results of
operations and cash flow.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | U. | Concentrations
of credit risk
| | -- | -----------------------------

| | Financial
instruments, which potentially subject the Company to significant concentrations of
credit risk, consist principally of cash and cash equivalents, marketable securities and
trade receivables. Cash and cash equivalents balances of the Company, which are subject
to credit risk, consist of cash accounts held with major financial institutions.
Concentrations of credit risk with respect to trade receivables are limited due to the
Companys diverse customer base and their wide geographical dispersion. The Company
closely monitors extensions of credit and has never experienced significant credit
losses.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | V. | Reclassifications
| | -- | -----------------

| | Certain
prior year amounts have been reclassified to the current year presentation. Such
reclassifications did not have any impact on the Companys shareholders equity
or net income.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F - 16

---

---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 3  Cash and
Cash Equivalents

| |                    | December 31
| | ------------------ | -----------
|
|
|
|
| | Cash               |            
| | Cash equivalents * |            
| |                    |            
| |                    |            
| |                    |            

| | * | Deposits
in bank as at December 31, 2006 and 2007 carrying interest of 5.04% and 4.88%,
respectively.
| | - | -----------------------------------------------------------------------------------------------------

# Note 4  Marketable
Securities

| | As
at December 31, 2006 and 2007, investment securities consist of corporate debt securities
and US government agencies (the Bonds), which the Company classified as held-to-maturity.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
amortized cost, gross unrealized losses and fair value of the Bonds by major interest
type were as follows:
| | ---------------------------------------------------------------------------------------------------------------

| |            | December 31, 2006
| | ---------- | -----------------
|
|
|
|
| | Up to 5%   |                  
| | 5.01% - 6% |                  
| |            |                  
| |            |                  
| |            |                  

| |              | December 31, 2007
| | ------------ | -----------------
|
|
|
|
| | Up to 5%     |                  
| | 5.01% - 5.3% |                  
| |              |                  
| |              |                  
| |              |                  

F - 17

---

---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 4  Marketable
Securities (contd)

| | Maturities
of the Bonds were as follows as at December 31, 2007:
| | ----------------------------------------------------------------

| |                                       | Amortized cost | Fair value
| | ------------------------------------- | -------------- | ----------
|
|
|
|
| | Current maturities                    |                |           
| | Due after one year through 2.33 years |                |           
| |                                       |                |           
| |                                       |                |           
| |                                       |                |           

| | Gross
unrealized losses on investment securities and the fair value of the related securities,
aggregated by investment category and length of time that individual securities have been
in a continuous unrealized loss position, at December 31, 2007, were as follows:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                             | Less than 12 months | 12 months or more | Total
| | --------------------------- | ------------------- | ----------------- | -----
|
|
|
|
| | Corporate and US Government |                     |                   |      
| | Agencies debt  securities   |                     |                   |      
| |                             |                     |                   |      

| | The
unrealized losses on the investments were caused by interest rate increases. The Company
has the ability and intent to hold these investments until maturity, therefore, these
investments are not considered other than temporary impaired.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Note 5  Accounts
Receivable  Other

| |                       | December 31
| | --------------------- | -----------
|
|
|
|
| | Income tax receivable |            
| | VAT                   |            
| | Income receivable     |            
| | Advanced to suppliers |            
| | Other                 |            
| |                       |            
| |                       |            
| |                       |            

F - 18

---

---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 6  Inventories

| |                              | December 31
| | ---------------------------- | -----------
|
|
|
|
| | Raw materials and components |            
| | Products in process          |            
| | Finished products            |            
| |                              |            
| |                              |            
| |                              |            

# Note 7  Property,
Plant and Equipment, Net

| |                                | December 31
| | ------------------------------ | -----------
|
|
|
|
| | Machinery and equipment        |            
| | Motor vehicles                 |            
| | Office furniture and equipment |            
| | Leasehold improvements         |            
| |                                |            
| |                                |            
| | Property, plant and equipment  |            
| |                                |            
| | Accumulated depreciation       |            
| |                                |            
| |                                |            
| |                                |            
| |                                |            

| | Depreciation
expense for the years ended December 31, 2005, 2006 and 2007 was US$ 140 thousand, US$
170 thousand and US$ 268 thousand, respectively.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------

# Note 8  Other
Assets, Net

| |                              | December 31
| | ---------------------------- | -----------
|
|
|
|
| | License fee for patent costs |            
| | Accumulated amortization     |            
| |                              |            
| |                              |            
| |                              |            
| |                              |            

| | Amortization
expense for each of the years ended December 31, 2005, 2006 and 2007 was US$ 9 thousand.
Estimated amortization expense for each of the next four years is US$ 9 thousand per
year.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F - 19

---

---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 9  Other
Accounts Payable and Accrued Expenses

| |                            | December 31
| | -------------------------- | -----------
|
|
|
|
| | Employee benefits          |            
| | Provision for vacation pay |            
| | Royalty payable            |            
| | Income tax payable         |            
| | Other                      |            
| |                            |            
| |                            |            
| |                            |            
| |                            |            

# Note 10 
Liabilities for Employees Severance Benefits

| | A. | Under
Israeli law and labor agreements, Silicom is required to make severance
               payments to retired or dismissed employees and to employees leaving
employment                in certain other circumstances.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
respect of the liability to the employees, individual insurance policies are purchased
and deposits are made with recognized severance pay funds.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | The
liability for severance pay is calculated on the basis of the latest salary paid to each
employee multiplied by the number of years of employment. The liability is covered by the
amounts deposited including accumulated income thereon as well as by the unfunded
provision.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | B. | The
expenses recorded in respect of the provision for employee severance
               payments for the years ended December 31, 2005, 2006 and 2007 were US$ 74
               thousand, US$ 189 thousand and US$ 291 thousand, respectively.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F - 20

---

---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 11 
Commitments and Contingencies

| | A. | Royalty
commitments
| | -- | -------------------

| | The
Company is obligated to pay royalties to the Government of Israel and Korea Israel
Industrial Research and Development foundation on revenues from product sales related to
research and development, which was undertaken with Government grants and other grants.
Since January 1, 1997, royalty rates are 2% to 5%. The royalty rates applicable for the
Companys research and development projects are 2%  3.5%, except for one
project that took place in the period July 1, 1997  January 31, 2000, where the
royalty rate is 4%.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Royalties
are payable from the commencement of sales of each of these products until the cumulative
amount of the royalties paid equals 100% of the dollar linked amounts of the grants
received, without interest for projects approved prior to December 31, 2000 and with
LIBOR interest for amounts received after that date.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Companys total outstanding contingencies in respect of royalty-bearing
participations received or accrued, net of royalties paid or accrued before interest,
amounted to approximately US$ 2,990 thousand as at December 31, 2007 (US$ 3,003 thousand
as at December 31, 2006).
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | B. | Lease
commitments
| | -- | -----------------

| | The
premises and facilities occupied by the Company are leased under various operating lease
agreements. Furthermore, the Company has entered into several operating lease agreements
for motor vehicles in Israel.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
agreements are in New Israeli Shekel (NIS) or linked to the dollar or to the Israeli
Consumer Price Index. The minimum future rental payments under the above leases at
exchange rates in effect on December 31, 2007, are as follows:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                        | US$ thousands
| | ---------------------- | -------------
|
|
|
|
| | Year ended December 31 |              
| | 2008                   |              
| | 2009                   |              
| | 2010                   |              

| | Rental
expenses under the lease agreements for the years ended December 31, 2005, 2006 and 2007
were US$ 136 thousand, US$ 142 thousand and US$167 thousand, respectively.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | C. | Credit
line
| | -- | -----------

| | The
Company has one line of credit provided to it by Bank Hapoalim (approximately US$ 150
thousand). The Bank Hapoalim is allowed to cancel or change the line of credit with no
notice. As at December 31, 2007, this credit line has not been used.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F - 21

---

---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 11 
Commitments and Contingencies (Contd)

| | D. | Bank
guarantee
| | -- | --------------

| | The
Company has provided a bank guarantee to a third party in respect of certain future
rental payments in the amount of US$66 thousand. The guarantee has been provided for one
year and is renewed each year according to the contract terms and conditions. The
guarantee may be exercised by the third party subject to the terms in the rental
agreement between the Company and the third party.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Note 12 
Shareholders Equity

| | A. | Share
capital and warrants
| | -- | --------------------------

| | 1. | On
January 25, 2006, the Company completed a public offering of ordinary shares
               and warrants (Series 1) in Israel on the Tel-Aviv Stock Exchange. The
Company                issued a total of 10,000 units at a price of NIS 2,771.20
(approximately US$                600) per unit, with each unit comprising 80 shares and
40 warrants. Each warrant                is exercisable into one ordinary share until
January 31, 2008 at an exercise                price per share of NIS 39.84 (equivalent
to US$ 8.64) calculated on the date on                the exercise of such warrant.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Net
proceeds to the Company from the offering were approximately US$ 5.6 million at the time
of the sale, net of US$ 405 thousand of issuance costs. Any exercise of warrants in the
future would contribute additional proceeds to the Company. Neither the shares, warrants
nor the shares issuable upon exercise of warrants have been registered under the US
Securities Act of 1933, as amended.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | As
at December 31, 2007, approximately 291 thousand warrants (Series 1) were exercised. As a
result, net proceeds to the Company from those warrants were approximately US$ 2.5
million.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | In
May 2007, the Company conducted a private placement, pursuant to which the
               Company issued to certain accredited investors and qualified
               institutional purchasers 875,000 ordinary shares at a purchase price
of                US$20.50 per share and warrants to purchase up to 218,750 ordinary
shares at an                exercise price of US$28.25 per share. The warrants issued to
the investors will                expire in July 2010. Net proceeds from the private
placement were approximately                US$16.8 million, net of US$1.2 million of
issuance costs. In addition, the                Company issued to the placement agents
warrants to purchase up to an aggregate                of 10,937 ordinary shares on the
same terms as the warrants issued to the                investors.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | As
at December 31, 2007, no warrants were exercised into shares related to this issuance.
| | -----------------------------------------------------------------------------------------

F - 22

---

---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 12 
Shareholders Equity (Contd)

| | B. | Stock
options to employees and directors
| | -- | ----------------------------------------

| | 1. | In
1993 the Board of Directors of Silicom adopted the Share Option Plan covering
               up to 88,676 options at a conversion rate of 1: 1, to be granted to
certain of                its employees and consultants. In June 1997 the Board of
Directors of Silicom                expanded the number of options covered by this plan
by 211,324 options to                300,000 options. In April 2002, the Board of
Directors expanded the number of                options covered by this plan by 200,000
options to 500,000 options. The Share                Option Plan is administered by the
Board of Directors, which designates the                options and dates of grant. The
price of shares to be issued under this plan is                equal to the market price
of Silicom shares on the date upon which the options                were granted. The
options are for a 10-year term and are non-assignable except                by the laws
of succession.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | In
1994 the Board of Directors of Silicom approved a Directors Share Incentive
               Option Plan (1994) (the Directors Plan) covering up to 200,000 options at
a                conversion rate of 1:1. In June 1999, the Board of Directors of Silicom
expanded                the number of options covered by this plan by 120,000 options to
320,000                options.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
January 2002, the Board of Directors of Silicom expanded again the number of options
covered by this plan by 180,000 options to 500,000 options.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | The
exercise price of the options to be issued to the directors under the Directors Plan is
equal to the market price of Silicom shares on the dates upon which the options were
granted.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | In
October 2000, the Board of Directors of Silicom adopted the Silicom Ltd. US
               Share Option Plan (2000) (the US Plan). The US Plan provides
that                options may be granted to any officer, consultants and certain other
present and                future employees and directors of Silicom and its subsidiary.
Under the terms of                the US Plan, up to a maximum of 200,000 ordinary shares
of Silicom are reserved                for issuance, subject to certain adjustments. The
exercise price of the options                granted under the US Plan shall be not less
than 100 percent (or, in the case of                a grant to a holder of more than 10%
of Silicoms outstanding shares, 110                percent) of the fair market
value of the ordinary shares subject to the option                on the date the option
is granted. The vesting period of the options is subject                to the discretion
of the Board. The term of the option shall not exceed 10 years                from the
date that the option was granted (or five years, in the case of                optionees
who hold more than 10% of Silicoms outstanding shares).
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | On
July 21, 2004, the Board resolved, subject to shareholder approval that was
               given on December 30, 2004, to adopt the Share Option Plan (2004) (the
               2004 Plan) and to cancel any authorized share capital of the
Company                that had been previously reserved and unexercised under the 1993
and 1994 plans,                which was not then allocated under such plans or which
would become unallocated                from time to time as outstanding options expire
or are forfeited collectively                (the Cancelled Reserve). At July
21, 2004, the Cancelled Reserve                consisted of 282,750 authorized Ordinary
Shares of the Company.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F - 23

---

---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 12 
Shareholders Equity (contd)

| | B. | Stock
options to employees and directors (contd)
| | -- | -------------------------------------------------

| | The
2004 Plan, covers up to 582,750 options at a conversion rate of 1:1 to be granted to
Israeli employees and directors. Option grants to employees under the 2004 Plan,
including, terms of vesting and the exercise price are subject to the Board of Directors
approval. Option grants to directors are subject to the approvals of the Audit Committee,
Board of Directors and shareholders. The term of the options shall not exceed 10 years
from the date that the option was granted.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5. | No
options have been granted other than to employees and directors.
| | -- | -------------------------------------------------------------------

| | 6. | Awards
granted to Israeli residents may be granted under Section 102 of the
               Israeli Income Tax Ordinance pursuant to which the awards of the ordinary
shares                issued upon their exercise must be deposited with a trustee
following the date                of the grant. Under Section 102, any tax payable by an
employee from the grant                or exercise of the awards is deferred until the
transfer of the awards or                ordinary shares by the trustee to the employee
or upon the sale of the awards or                ordinary shares.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
fair value for option grants is estimated on the date of grant using the Black-Scholes
option pricing model with the following weighted average assumptions for 2005, as no
options were granted during 2006 and 2007.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                 | 2005   
| | ------------------------------- | -------
|
|
|
|
| | Risk-free interest rate (1)     | 3.6%   
| | Expected dividend yield         | 0.0%   
| | Average expected volatility (2) | 109.66%
| | Weighted average expected life  | 3 years

| | (1) | Risk-free
interest rate represents risk free US$ zero-coupon Government Bonds at
               time of grant.
| | --- | --------------------------------------------------------------------------------------------------------------

| | (2) | Expected
average volatility represents a weighted average standard deviation                rate
for the price of the Companys ordinary shares on the NASDAQ National
               Market.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F - 24

---

---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 12 
Shareholders Equity (contd)

| | B. | Stock
options to employees and directors (contd)
| | -- | -------------------------------------------------

| | The
following table summarizes information regarding stock options as at December 31, 2007:
| | -------------------------------------------------------------------------------------------

| |             | Options outstanding and
exercised
| | ----------- | ---------------------------------
|
|
|
|
| | 0.90        |                                  
| | 2.25 - 2.53 |                                  
| | 3.19 - 5.75 |                                  
| |             |                                  
| |             |                                  
| |             |                                  
| |             |                                  

| | The
aggregate intrinsic value of options outstanding as of December 31, 2006 and 2007 is
$2,158 thousand and $1,629 thousand, respectively. The aggregate intrinsic value of
options excisable as of December 31, 2006 and 2007 is $2,036 thousand and $1,629
thousand, respectively.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
total intrinsic value of options exercised during the year ended December 31, 2006 and
2007, is $445 thousand and $3,300 thousand, respectively.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | The
intrinsic value of the options at the date of grant is zero.
| | ----------------------------------------------------------------

F - 25

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---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 12 
Shareholders Equity (contd)

| | B. | Stock
options to employees and directors (contd)
| | -- | -------------------------------------------------

| | The
stock option activity under the abovementioned plans is as follows:
| | -----------------------------------------------------------------------

| |                              | Number
of options | Weighted
average
exercise price | Weighted
average
grant date
fair value
| | ---------------------------- | ----------------- | ------------------------------- | --------------------------------------
|
|
|
|
| | Balance at January 1, 2005   |                   |                                 |                                       
| | Granted                      |                   |                                 |                                       
| | Forfeited                    |                   |                                 |                                       
| | Exercised                    |                   |                                 |                                       
| |                              |                   |                                 |                                       
| |                              |                   |                                
| | Balance at December 31, 2005 |                   |                                 |                                       
| | Forfeited                    |                   |                                 |                                       
| | Exercised                    |                   |                                 |                                       
| |                              |                   |                                 |                                       
| |                              |                   |                                
| | Balance at December 31, 2006 |                   |                                 |                                       
| | Exercised                    |                   |                                 |                                       
| |                              |                   |                                 |                                       
| |                              |                   |                                
| | Balance at December 31, 2007 |                   |                                 |                                       
| |                              |                   |                                 |                                       

| | During
2006 and 2007, the Company recorded share-based compensation expenses. The following
summarizes the allocation of the stock-based compensation expenses:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                     | Year ended December 31
| | ----------------------------------- | ----------------------
|
|
|
|
| | Cost of sales                       |                       
| | Research and development costs      |                       
| | Selling and marketing expenses      |                       
| | General and administrative expenses |                       
| |                                     |                       
| |                                     |                       
| |                                     |                       
| |                                     |                       

| | As
of December 31, 2007, there was no unrecognized compensation cost and all options are
fully vested. The total grant date fair value of options vested during the year ended
December 31, 2007, was US$ 26 thousand (2006  US$ 169 thousand).
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F - 26

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---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 13  Sales

| | A. | Information
on sales by geographic distribution:
| | -- | ------------------------------------------------

| | Sales
are attributed to geographic distribution based on the location of the customer.
| | --------------------------------------------------------------------------------------

| |                   | Year ended December 31
| | ----------------- | ----------------------
|
|
|
|
| | United States     |                       
| | Europe            |                       
| | Rest of the world |                       
| |                   |                       
| |                   |                       
| |                   |                       
| |                   |                       

| | B. | Sales
to single customers exceeding 10% of sales:
| | -- | -------------------------------------------------

| |              |  |  | 
| | ------------ |  |  | 
|
|
|
|
| | Customer "A" |  |  | 
| | Customer "B" |  |  | 
| | Customer "C" |  |  | 

| | * | Less
than 10% of sales.
| | - | -----------------------

# Note 14  Financial
Income (Expenses), Net

| |                                                  | Year ended December 31
| | ------------------------------------------------ | ----------------------
|
|
|
|
| | Interest income                                  |                       
| | Exchange rate differences, net                   |                       
| | Interest expenses on borrowings and bank charges |                       
| |                                                  |                       
| |                                                  |                       
| |                                                  |                       
| |                                                  |                       

F - 27

---

---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 15  Taxes on
Income

| | A. | Measurement
of results for tax purposes under the Israeli Income Tax                Regulations
(Rules forMaintaining Accounting Records of Foreign                Invested
Companies and Certain Partnerships and Determining Their
Taxable Income)  1986
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | As
a foreign invested company (as defined in the Israeli Law for the
Encouragement of Capital Investments-1959), the Companys management has elected to
apply Income Tax Regulations (Rules for Maintaining Accounting Records of Foreign
Invested Companies and Certain Partnerships and Determining Their Taxable Income)  1986
from January 1, 2002. Accordingly, its taxable income or loss is calculated in US Dollars.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | B. | Israel
tax reform
| | -- | -----------------

| | On
July 25, 2005, the Israeli Parliament passed the Law for the Amendment of the Income Tax
Ordinance (No. 147 and Temporary Order)  2005. This Amendment provides for a
gradual reduction in the company tax rate in the following manner: in 2006  31%, in
2007  29%, in 2008  27%, in 2009  26% and from 2010 onward the tax rate
will be 25%. Furthermore, as from 2010, upon reduction of the company tax rate to 25%,
real capital gains will be subject to tax of 25%.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | C. | Tax
benefits under the Israeli Law for the Encouragement of Capital
               Investments, 1959  (hereinafter the Law)
| | -- | -----------------------------------------------------------------------------------------------------------------------------

| | 1. | Rates
| | -- | -----

| | a. | The
Company has been granted for its first investment program an Approved
          Enterprise status in 1988 under the Law. For this program, the Company
has           elected to be taxed under the alternative benefits method, whereby the
Company           waives grants in return for tax exemptions. Pursuant thereto, the
income of the           Company derived from this first investment program was tax-exempt
until 1997.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b. | The
Companys program for expansion of its Approved Enterprise          in
Yokneam was approved in September 1995. As the Company elected to apply the
          alternative benefits method for this program, the Company was entitled to a tax
          exemption with respect to the additional income derived from that expansion for
          ten years. In June 1995, the Israeli Tax Authorities and the Company have
agreed           that for the purpose of determining the Companys tax liability,
the           Companys taxable income deriving from the Approved Enterprise          sources
will be allocated to its manufacturing plant and to its research and
          development center, according to a formula based on the net costs plus
royalties           of the research and development center and the Companys level
of annual           taxable income. The tax exemption of the manufacturing plant expired
in 2006 and           tax benefits allocated to the research and development center
expired in 2004.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
final report as to the completion of investments under this program was final approved by
the Investment Center in October 2001.
| | ------------------------------------------------------------------------------------------------------------------------------------

F - 28

---

---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 15  Taxes on
Income (contd)

| | C. | Tax
benefits under the Israeli Law for the Encouragement of Capital
               Investments, 1959(hereinafter the Law) (contd)
| | -- | ------------------------------------------------------------------------------------------------------------------------------------

| | 1. | Rates
(contd)
| | -- | --------------

| | c. | In
the event of distribution by the Company of cash dividends out of its           retained
earnings that were tax exempt due to the Approved           Enterprise status,
the Company would be subject to a 25% corporate tax on           the amount distributed,
and a further 15% withholding tax would be deducted from           the amount distributed
to the shareholders.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | d. | Should
the Company derive income from sources other than the Approved           Enterprise during
the relevant period of benefits, such income will be           taxable at the regular
corporate tax rates for the applicable year.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | Accelerated
depreciation
| | -- | ------------------------

| | The
Company is entitled to claim accelerated depreciation for a period of five years in
respect of property, plant and equipment of an Approved Enterprise. The
Company has not utilized this benefit to date.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Conditions
for entitlement to the tax benefits
| | -- | ----------------------------------------------

| | Entitlement
to the tax benefits of the Companys Approved Enterprise is dependent
upon the Company fulfilling the conditions stipulated by the Law and the regulations
published thereunder, as well as the criteria set forth in the approval for the specific
investment in the Companys Approved Enterprise.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
the event of failure to comply with these conditions, the tax benefits may be canceled,
and the Company may be required to refund the amount of the cancelled benefits, with the
addition of linkage differences and interest. As of the date of these financial
statements, the Company believes it is in compliance with these conditions.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | Amendments
to the Law
| | -- | ---------------------

| | On
March 30, 2005, the Israeli Parliament approved a reform of the above Law. The primary
changes are as follows:
| | -----------------------------------------------------------------------------------------------------------------

| | (a) | Companies
that meet the criteria of the Alternate Path of tax benefits will           receive those
benefits without prior approval. In addition, there will be no           requirement to
file reports with the Investment Center. Companies will be           required to notify
the Israeli Tax Authorities regarding the implementation of           the Alternate Path
of tax benefits. Audits will take place via the Israeli           Income Tax Authorities
as part of the tax audits. Request for pre-ruling is           possible.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F - 29

---

---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 15  Taxes on
Income (contd)

| | C. | Tax
benefits under the Israeli Law for the Encouragement of Capital
               Investments, 1959(hereinafter the Law) (contd)
| | -- | ------------------------------------------------------------------------------------------------------------------------------------

| | 4. | Amendments
to the Law (contd)
| | -- | ------------------------------

| | (b) | Tax
benefits of the Alternate Path include lower tax rates or no tax depending           on
the area and the path chosen, lower tax rates on dividend income and
          accelerated tax depreciation.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | In
order to receive the tax benefits in the Grant Path or the Alternate Path,           the
Industrial Company must contribute to the economic independence           of
Israels economy in one of the following ways:
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 1. | Its
primary activity is in the Biotechnology or Nanotechnology fields and
          pre-approval is received from the head of research and development at the
Office           of the Chief Scientist;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | Its
revenue from a specific country is not greater than 75% of its total           revenues
that year;
| | -- | ------------------------------------------------------------------------------------------------------

| | 3. | 25%
or more of its revenues are derived from a specific foreign market of at           least
12 million residents.
| | -- | ------------------------------------------------------------------------------------------------------------------

| | (d) | Upon
the establishment of an Approved Enterprise, an investment of           at
least NIS 300 thousand in production machinery and equipment within three           years
is required.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e) | For
an expansion, a company is required to invest within three years the higher           of
NIS 300 thousand in production machinery and equipment or a certain           percentage
of its existing production machinery and equipment.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
amendments to the Law do not retroactively apply for investment programs having an Approved
Enterprise approval certificate from the Investment Center issued up to December
31, 2004. Therefore, the amendments do not impact an existing Approved Enterprise that
received prior written approval. The new tax regime shall apply for a new Approved
Enterprise and for an Approved Enterprise expansion for which the
elected year is 2004.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
respect to the abovementioned amendments to the Law, the Company selected the tax years
2004 and 2006 as the years of election and received the Israeli Tax Authoritiespre-ruling
acknowledging 2004 and 2006 as the years of election. Additionally, the Israeli Tax
Authorities pre-ruling granted a formula to determine allocation of the Companys
taxable income that will be subject to different tax rates as allowed under the
amendments to the Law.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F - 30

---

---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 15  Taxes on
Income (contd)

| | D. | Tax
benefits under the Israeli Law for Encouragement of Industry (Taxes),           1969
| | -- | ----------------------------------------------------------------------------------------

| | The
Company considers that it currently qualifies as an Industrial Company under
the above Law. As such, it is entitled to certain tax benefits, mainly the right to
deduct share issuance costs over three years for tax purposes in the event of a public
offering, and to deduct purchases of know-how and patents over an eight-year period for
tax purposes.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | E. | Tax
assessments
| | -- | ---------------

| | The
Company received final tax assessments for all years up to and including the tax year
ended December 31, 2001.
| | ------------------------------------------------------------------------------------------------------------------

| | F. | Taxation
of the subsidiary
| | -- | --------------------------

| | At
December 31, 2007, the Companys subsidiary had approximately US$ 557 thousand net
operating loss carryforwards for US federal income tax reporting purposes, which will
expire through 2024. In addition, at December 31, 2007, the subsidiary had approximately
US$ 391 thousand net operating loss carryforwards for state income tax reporting
purposes, which will expire through 2012.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | G. | Income
before income taxes and income tax expense (benefit) included in the
               consolidatedstatements of income
| | -- | ---------------------------------------------------------------------------------------------------------------------------

| |                              | Year ended December 31
| | ---------------------------- | ----------------------
|
|
|
|
| | Income before income taxes:  |                       
| | Israel                       |                       
| | Foreign jurisdiction         |                       
| |                              |                       
| |                              |                       
| |                              |                       
| |                              |                       
| | Income tax expense (benefit) |                       
| |                              |                       
| | Current taxes:               |                       
| | Israel                       |                       
| | Foreign jurisdiction         |                       
| |                              |                       
| |                              |                       
| |                              |                       
| |                              |                       
| | Deferred taxes:              |                       
| | Israel                       |                       
| | Foreign jurisdiction         |                       
| |                              |                       
| |                              |                       
| |                              |                       
| | Total                        |                       
| |                              |                       

F - 31

---

---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 15  Taxes on
Income (contd)

| | H. | Deferred
income taxes
| | -- | ---------------------

| | 1. | Most
of Silicoms income is tax exempt due to the Approved                Enterprise status
granted to its production facilities. Silicom has                decided to permanently
reinvest the amount of the said tax-exempt income, and                not to distribute
such income as dividends.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | The
tax effects of significant items comprising the Companys deferred tax
               assets are as follows:
| | -- | ----------------------------------------------------------------------------------------------------------------

| |                                 | December 31
2006 | December 31
2007
| | ------------------------------- | ---------------- | ----------------
|
|
|
|
| | Deferred tax assets:            |                  |                 
| | Accrued employee benefits       |                  |                 
| | Research and development costs  |                  |                 
| | Tax loss carryforwards          |                  |                 
| | Other                           |                  |                 
| |                                 |                  |                 
| |                                 |                  |                 
| | Total gross deferred tax assets |                  |                 
| | Less: valuation allowance       |                  |                 
| |                                 |                  |                 
| |                                 |                  |                 
| | Net deferred tax assets         |                  |                 
| |                                 |                  |                 

| | The
net change in valuation allowance for the years ended December 31, 2005, 2006 and 2007
was a decrease of US$ 605 thousand and US$ 1,298 thousand, and an increase of US$ 77
thousand, respectively.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Subsequently
recognized tax benefits related to the valuation allowance for deferred tax assets, as of
December 31, 2007, will be allocated as follows:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------

| |                                           | US$ thousands
| | ----------------------------------------- | -------------
|
|
|
|
| | Income tax benefit that would be reported |              
| | in the consolidated statements of income  |              
| | Additional paid-in capital                |              
| |                                           |              
| |                                           |              
| |                                           |              
| |                                           |              

F - 32

---

---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 15  Taxes on
Income (contd)

| | H. | Deferred
income taxes (contd)
| | -- | ------------------------------

| | In
assessing the realizability of deferred tax assets, management considers whether it is
more likely than not that some portion or all of the deferred tax assets will not be
realized. The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which those temporary
differences become deductible. Management considers projected future taxable income and
tax planning strategies in making this assessment.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Based
upon projections for future taxable income over the periods in which the deferred tax
assets are deductible, management believes it is more likely than not that the Company
will realize the benefits of these deductible differences, net of the existing valuation
allowances at December 31, 2007. The amount of the deferred tax asset considered
realizable, however, could be reduced in the near term if estimates of future taxable
income during the carryforward period are reduced.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | I. | Reconciliation
of the statutory tax expense (benefit) to actual income tax           expense (benefit)
| | -- | ------------------------------------------------------------------------------------------------------

| |                                                | Year ended December 31
| | ---------------------------------------------- | ----------------------
|
|
|
|
| | Income before income taxes                     |                       
| |                                                |                       
| | Statutory tax rate                             |                       
| |                                                |                       
| | Computed expected tax                          |                       
| |                                                |                       
| | Increase (decrease) in taxes resulting from:   |                       
| | Non-deductible operating expenses              |                       
| | Prior year adjustments                         |                       
| | Change in valuation allowance                  |                       
| | Tax effect due to "Approved Enterprise" status |                       
| | Other                                          |                       
| |                                                |                       
| |                                                |                       
| | Income tax expense (benefit)                   |                       
| |                                                |                       

| | J. | Accounting
for uncertainty in income taxes
| | -- | ------------------------------------------

| | FIN
48 clarifies the accounting for uncertainty in income taxes recognized in an
enterprises financial statements in accordance with FAS 109. This interpretation
prescribes a minimum recognition threshold a tax position is required to meet before being
recognized in the financial statements. FIN 48 also provides guidance on
derecognition of tax positions, classification on the balance sheet, interest and
penalties, accounting in interim periods, disclosure, and transition. FIN 48 requires
significant judgment in determining what constitutes an individual tax position as well as
assessing the outcome of each tax position.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F - 33

---

---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 15  Taxes on
Income (contd)

| | J. | Accounting
for uncertainty in income taxes (contd)
| | -- | ---------------------------------------------------

| | The
Company and its subsidiary adopted the provisions of FIN 48 as of January 1, 2007, and
there was no material effect on the financial statements. As a result, the Company and its
subsidiary did not record any cumulative effect adjustments related to adopting FIN 48.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | As
of January 1, 2007 and for the twelve-month period ended December 31, 2007, the Company
and its subsidiary did not have any unrecognized tax benefits. In addition, the Company
and its subsidiary do not expect that the amount of unrecognized tax benefits will change
significantly within the next twelve months.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company and its subsidiary account for interest and penalties related to unrecognized tax
benefits as a component of income tax expense. As of January 1, 2007 and for the
twelve-month period ended December 31, 2007, no interest and penalties related to
unrecognized tax benefits had been accrued.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company and its subsidiary file income tax returns in Israel and in the US. The Israeli
tax returns of the Company are open to examination by the Israeli tax authorities for the
tax years beginning in 2002. The US tax returns of the US subsidiary are open to
examination by the US tax authorities for tax years beginning in 2004.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Note 16  Fair
Value of Financial Instruments

| | The
Companys financial instruments consist of cash and cash equivalents, marketable
securities, trade and other receivables, assets held for severance benefits and trade
accounts payable. The carrying amounts of these financial instruments, except for
marketable securities, approximate fair value because of the short maturity of these
investments.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
fair value of marketable securities is presented in Note 4 to these consolidated
financial statements.
| | ----------------------------------------------------------------------------------------------------------

F - 34

---

---

|Silicom Ltd. and its Consolidated Subsidiary  
|----------------------------------------------
|                                              
|Notes to the Consolidated Financial Statements
|                                              
|                                              

# Note 17 
Subsequent Events

| | A. | In
January 2008, approximately 108 thousand stock option certificates (Series
               1), which were due to expire on January 31, 2008, were exercised. As a
result,                net proceeds to the Company were approximately US$ 900 thousand.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | B. | On
January 24, 2008 the Company granted, in the aggregate, 200,000 options to
               certain of its directors and employees under its Share Option Plan (2004)
and US                Share Option Plan (2000). The exercise price per share of each
stock option is                US$11.20. The stock option (vested and unvested) shall
expire, by their terms,                on the earlier to occur of: (a) the eighth
anniversary of the Grant Date (i.e.                January 24, 2016); or (b) the closing
price of the Companys Ordinary                Shares falling below fifty percent
(50%) of the exercise price (i.e. US$5.60) at                any time after January 24,
2008.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | C. | Since
February 11, 2008, the Companys shares have been traded on the
               NASDAQ Global Market (prior thereto they were traded on the NASDAQ Capital
               Market).
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F - 35

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---