6-K

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

September 8, 2004

Commission File Number: 0001275816

PowerDsine Ltd.
(Translation of registrant's name into English)

1 Hanagar Street, Neve Ne’eman Industrial Zone, Hod Hasharon, Israel 45421
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F [X]          Form 40-F [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [ ]          No [X]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________

     On September 8, 2004, PowerDsine Ltd. (the “Company”) held a special meeting of its shareholders in order to comply with the Israeli Companies Law, which requires that a shareholders’ meeting be held within 90 days of completion of the Company’s initial public offering to elect external directors. The shareholders elected two independent external directors to the Company’s Board. At the meeting, the shareholders approved the compensation of external directors and the grant of options to the Company’s directors.

The following documents are attached hereto and incorporated by reference herein:

Exhibit 1. Press Release, dated September 9, 2004, announcing the results of a special general meeting of shareholders held on September 8, 2004.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PowerDsine Ltd.
By:	/s/ Igal Rotem
	Igal Rotem
	Chief Executive Officer

Date: September 9, 2004

Exhibit Index

Exhibit 1. Press Release, dated September 9, 2004, announcing the results of a special general meeting of shareholders held on September 8, 2004.

EX-99.1

EX-99.1

For More Information, Please Contact:
Julie Shafiki	Erika Levy / Lee Roth
Director of Corporate Communications	KCSA Worldwide
PowerDsine Ltd.	Phone: 212-896-1208 / 1209
Phone: +972-9-775-5118	Email: elevy@kcsa.com / lroth@kcsa.com
Email: JulieS@powerdsine.com

PowerDsine Ltd. Announces Results of Special General Meeting of Shareholders

Hod Hasharon, Israel. (September 9, 2004) – PowerDsine Ltd. (Nasdaq: PDSN) (the “Company”) announced today the results of a Special General Meeting of Shareholders held on September 8, 2004at 1:00 p.m. Israel time, at the Company’s offices located at 1 HaNagar Street, Neve Ne’eman Industrial Zone, Hod Hasharon 45421, Israel.

At the special general meeting, the shareholders adopted the following resolutions:

      1)   To elect Dr. Michael Anghel and Ms. Dana Gross as external directors.

      2)   To approve the cash compensation of the external directors of the Company.

      3)   To approve the grant to directors of the Company of options to purchase the Company’s ordinary shares, par value NIS 0.01 per share.

This meeting was held in order to comply with Israeli law, which requires that a shareholders’ meeting be held within 90 days of completion of the Company’s initial public offering. Shareholders of record as of the close of business on August 4, 2004, were entitled to vote at the meeting.

PowerDsine designs, develops and supplies integrated circuits, modules and systems that enable the implementation of Power over Ethernet in local area networks, providing the capability to transmit and manage electrical power over data network cables. PowerDsine offers integrated products and system solutions to communications equipment manufacturers in the telecom and datacom industries who incorporate them into, or bundle them with, their products. For more information, please visit http://www.powerdsine.com.

Statements made in this press release that are not historical facts, including statements regarding our expectations of future events or our future financial performance, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions about PowerDsine and the matters covered in this release. You should not place undue reliance on these statements. Actual events or results may differ materially. Many factors may cause our actual results to differ materially from any forward looking statement, including acceptance of new products, costs relating to such products and other factors detailed in PowerDsine's filings with the Securities and Exchange Commission, including its Registration Statement on Form F-1. The forwardlooking statements are made as of this date and PowerDsine does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.