SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

MELLANOX TECHNOLOGIES, LTD.

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

     Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o      Rule 13d-1(b)
o      Rule 13d-1(c)
þ      Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

SCHEDULE 13G

CUSIP No.		M51363113		Page		2		of		5

(1) As of December 31, 2007, Eyal Waldman beneficially owned 3,151,961 of the Issuer’s Ordinary Shares, nominal value NIS 0.0175 per share, representing approximately 10.15% of the Issuer’s outstanding Ordinary Shares issued and outstanding as of December 31, 2007. The 3,151,961 shares that Mr. Waldman beneficially owns includes: (i) 3,075,771 shares owned by Waldo 2 Holdings, a general partnership formed pursuant to the laws of Israel of which Mr. Waldman is a general partner, over which such shares Mr. Waldman has sole voting and dispositive power; and (ii) 76,190 shares issuable upon exercise of options held by Mr. Waldman that are currently exercisable or will become exercisable within 60 days after December 31, 2007.

Item 1(a).		Name of Issuer:
		Mellanox Technologies, Ltd.

Item 4.		Ownership:

As of December 31, 2007, Eyal Waldman beneficially owned:

		(a)		Amount beneficially owned: 3,151,961 Ordinary Shares (1)
		(b)		Percent of class: 10.15% (1)
		(c)		Number of shares as to which such person has:
				(i)		sole power to vote or to direct the vote: 3,151,961 (1)
				(ii)		shared power to vote or to direct the vote: -0-
				(iii)		sole power to dispose or to direct the disposition of: 3,151,961 (1)
				(iv)		shared power to dispose or to direct the disposition of: -0-

Item 5.		Ownership of Five Percent or Less of a Class:

                          If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o Not Applicable

Item 6.		Ownership of More than Five Percent on Behalf of Another Person:
		Not Applicable

Item 7.		Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
		Not Applicable

Item 8.		Identification and Classification of Members of the Group:
		Not Applicable

Item 9.		Notice of Dissolution of Group:
		Not Applicable

Item 10.		Certification:

                          By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.