SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(RULE 13e-4)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

MELLANOX TECHNOLOGIES, LTD.

(NAME OF SUBJECT COMPANY (ISSUER))

MELLANOX TECHNOLOGIES, LTD.

(NAME OF FILING PERSON (OFFEROR))

OPTIONS TO PURCHASE ORDINARY SHARES, PAR VALUE NIS 0.0175 PER SHARE
WITH AN EXERCISE PRICE GREATER THAN $13.65 PER SHARE
(TITLE OF CLASS OF SECURITIES)

M51363113
(CUSIP NUMBER OF CLASS OF SECURITIES)

MICHAEL GRAY
CHIEF FINANCIAL OFFICER
MELLANOX TECHNOLOGIES, INC.
350 OAKMEAD PARKWAY, SUITE 100
SUNNYVALE, CALIFORNIA 94085
(408) 970-3400
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE FILING PERSON)

COPY TO:
ALAN C. MENDELSON, ESQ.
MARK V. ROEDER, ESQ.
LATHAM & WATKINS LLP
140 SCOTT DRIVE
MENLO PARK, CALIFORNIA 94025
(650) 328-4600

CALCULATION OF FILING FEE

TRANSACTION VALUATION*	AMOUNT OF FILING FEE
$11,310,425	$ 631.12

* Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 2,440,254 ordinary shares of Mellanox Technologies, Ltd. having an aggregate value of $11,310,425 as of March 23, 2009 will be exchanged pursuant to this offer. The aggregate value of such options was calculated using the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $55.80 per million dollars of the value of the transaction.

þ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $631.12     Filing Party: Mellanox Technologies, Ltd.
Form of Registration No.: 005-83178     Date Filed: March 24, 2009

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third-party tender offer subject to Rule 14d-1.

þ issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o Rule 13e-4(i) (Cross-Border Issuer Tender Offer).

o Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).

TABLE OF CONTENTS

	Item 12. Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.(A)(1)(I)
EX-99.(A)(1)(II)
EX-99.(A)(1)(IV)
EX-99.(A)(1)(V)
EX-99.(A)(1)(VI)
EX-99.(A)(1)(VII)
EX-99.(A)(1)(VIII)
EX-99.(A)(1)(IX)
EX-99.(A)(1)(XI)
EX-99.(A)(1)(XII)

     This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on March 24, 2009, as amended by Amendment No. 1 to Schedule TO filed on March 25, 2009 (as amended, the “Schedule TO”).

     Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 2 amends and restates only the items and exhibits to the Schedule TO that are being amended and restated, and unaffected items and exhibits are not included herein.

     This Schedule TO relates to our offer (the “Offer”) to exchange certain options to purchase our ordinary shares, par value NIS 0.0175 per share, having an exercise price greater than $13.65 per share, outstanding under the Mellanox Technologies, Ltd. Global Share Incentive Plan (2006) (together with its Appendices, the “Global Plan”) and held by eligible employees and contractors for replacement options to purchase a lesser number of our ordinary shares to be granted under the Global Plan (the “Option Exchange”) upon the terms and subject to the conditions set forth in (a) the Offer to Exchange Certain Outstanding Options to Purchase Ordinary Shares for a Number of Replacement Options According to an Exchange Ratio, dated as of March 25, 2009, as amended on April 2, 2009, attached hereto as Exhibit (a)(1)(i) (the “Offer Information Document”), (b) the Summary of Option Exchange Program, as amended on April 2, 2009, attached hereto as Exhibit (a)(1)(ii), (c) an internal post and e-mail communication to eligible employees and contractors dated as of March 24, 2009 and attached hereto as Exhibit (a)(1)(iii), (d) e-mail communications to certain eligible employees and contractors confirming receipt of election forms and reminding eligible employees and contractors of the Option Exchange, as amended on April 2, 2009, attached hereto as Exhibits (a)(1)(iv) and (v), (e) the Election Form, as amended on April 2, 2009, attached hereto as Exhibit (a)(1)(vi), (f) the Instructions Forming Part of the Terms and Conditions of the Offer, as amended on April 2, 2009, attached hereto as Exhibit (a)(1)(vii), (g) the Agreement to Terms of Election, as amended on April 2, 2009, attached hereto as Exhibit (a)(1)(viii), (h) screen shots of the Offer website, as amended on April 2, 2009, attached hereto as Exhibit (a)(1)(ix), (i) the form of e-mail communication regarding Company presentations attached hereto as Exhibit (a)(1)(x), (j) the presentation materials, as amended on April 2, 2009, attached hereto as Exhibit (a)(1)(xi) and (k) an internal post and e-mail communication to eligible employees and contractors, dated as of April 2, 2009, regarding the amended terms of the Offer, attached hereto as Exhibit (a)(1)(xii). These documents, as may be amended or supplemented from time to time, collectively constitute the “Disclosure Documents.” Employees and contractors who are eligible to participate in this Offer include all of our employees and employees of our majority owned subsidiary who reside in the United States and Israel and our contractors who reside in Argentina, India, Japan, Taiwan or the United Kingdom and who continue to provide services to us or our majority owned subsidiary through the completion of the Option Exchange. The number of our ordinary shares to be subject to the replacement options will be based on exchange ratios that vary depending upon the exercise price of the surrendered options. Each option holder that elects to exchange options pursuant to the Option Exchange must submit an Election Form and will be granted replacement options to purchase that number of ordinary shares determined in accordance with an applicable exchange ratio.

     This Schedule TO is intended to satisfy the reporting requirements of Section 13(e) of the Securities Exchange Act of 1934, as amended.

     The information in the Disclosure Documents, including all schedules and annexes thereto, copies of which are filed with this Schedule TO as Exhibits (a)(1)(i) through (a)(1)(xii) attached hereto, are incorporated by reference in answer to Item 1 through Item 11 in this Schedule TO.

     Unless the context requires otherwise, references in this Schedule TO to “Mellanox,” the “Company,” “we,” “us,” “our,” and “ours” mean Mellanox Technologies, Ltd. and its subsidiary.

Item 12. Exhibits.

Exhibit	Description
(a)(1)(i)	Offer Information Document, dated as of March 24, 2009, as amended on April 2, 2009.
(a)(1)(ii)	Summary of Option Exchange Program, as amended on April 2, 2009.
(a)(1)(iii)*	Internal Post and E-mail Announcement of Mellanox Option Exchange Program.
(a)(1)(iv)	Form of E-mail Communication Regarding Confirmation of Receipt of Election Form, as amended on April 2, 2009.
(a)(1)(v)	Form of E-mail Communication Regarding Reminder of Expiration of Offer to Exchange, as amended on April 2, 2009.

2

Exhibit	Description
(a)(1)(vi)	Election Form (for use by Facsimile or Hand Delivery), as amended on April 2, 2009.
(a)(1)(vii)	Instructions Forming Part of the Terms and Conditions of the Offer, as amended on April 2, 2009.
(a)(1)(viii)	Agreement to Terms of Election, as amended on April 2, 2009.
(a)(1)(ix)	Screen Shots of Offer Website, as amended on April 2, 2009.
(a)(1)(x)*	Form of E-mail Communication Regarding Company Presentations.
(a)(1)(xi)	Presentation Materials, as amended on April 2, 2009.
(a)(1)(xii)	Internal Post and E-mail Communication Regarding Amended Terms of the Offer.
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(b)	Not applicable.
(d)(1)	Mellanox Technologies, Ltd. Global Share Incentive Plan (2006) and the forms of agreements and appendices thereto. (1)
(d)(2)	Mellanox Technologies, Ltd. 1999 United States Equity Incentive Plan and forms of agreements relating thereto. (2)
(d)(3)	Mellanox Technologies, Ltd. 1999 Israeli Share Option Plan and forms of agreements relating thereto. (3)
(d)(4)	Mellanox Technologies, Ltd. 2003 Israeli Share Option Plan and forms of agreements relating thereto. (4)
(d)(5)	Form of Indemnification undertaking made by and between Mellanox Technologies, Ltd. and each of its directors and executive officers. (5)
(d)(6)	Mellanox Technologies, Ltd. Non-Employee Director Option Grant Policy. (6)
(d)(7)	Form of Mellanox Technologies, Ltd. Executive Severance Agreement for U.S. Executives. (7)
(d)(8)	Form of Mellanox Technologies, Ltd. Executive Severance Agreement for Israeli Executives. (8)
(d)(9)	Mellanox Technologies, Ltd. Employee Share Purchase Plan. (9)
(d)(10)	Amended and Restated Investor Rights Agreement, dated as of October 9, 2001, by and among Mellanox Technologies, Ltd., purchasers of Series A Preferred Shares, Series B Preferred Shares and Series D Redeemable Preferred Shares who are signatories to such agreement and certain holders of ordinary shares who are signatories to such agreement, and for purposes of certain sections thereof, the holder of Series C Preferred Shares issued or issuable pursuant to the Series C Preferred Shares Purchase Agreement dated November 5, 2000. (10)
(d)(11)	Amendment to the Amended and Restated Investor Rights Agreement, dated as of February 2, 2007, by and among Mellanox Technologies, Ltd., purchasers of Series A Preferred Shares, Series B Preferred Shares and Series D Redeemable Preferred Shares who are signatories to such agreement and certain holders of Ordinary Shares who are signatories to such agreement, and for purposes of certain sections thereof, the holder of Series C Preferred Shares issued or issuable pursuant to the Series C Preferred Share Purchase Agreement dated November 5, 2000. (11)
(g)	Not applicable.
(h)	Not applicable.

*	Previously filed.
(1)	Incorporated by reference to Exhibit 10.10 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-137659) filed on November 14, 2006.
(2)	Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-137659) filed on September 28, 2006.
(3)	Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-137659) filed on September 28, 2006.

3

(4)	Incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-137659) filed on September 28, 2006.
(5)	Incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-137659) filed on September 28, 2006.
(6)	Incorporated by reference to Exhibit 10.11 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-137659) filed on November 14, 2006.
(7)	Incorporated by reference to Exhibit 10.12 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-137659) filed on November 14, 2006.
(8)	Incorporated by reference to Exhibit 10.13 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-137659) filed on November 14, 2006.
(9)	Incorporated by reference to Exhibit 10.14 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-137659) filed on December 7, 2006.
(10)	Incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-137659) filed on September 28, 2006.
(11)	Incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K (SEC File No. 001-33299) filed on March 26, 2007.

4

SIGNATURE

     After due 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.

Dated: April 2, 2009	MELLANOX TECHNOLOGIES, LTD.
	By:	/s/ Michael Gray
		Michael Gray
		Chief Financial Officer

5

EXHIBIT INDEX

Exhibit	Description
(a)(1)(i)	Offer Information Document, dated as of March 24, 2009, as amended on April 2, 2009.
(a)(1)(ii)	Summary of Option Exchange Program, as amended on April 2, 2009.
(a)(1)(iii)*	Internal Post and E-mail Announcement of Mellanox Option Exchange Program.
(a)(1)(iv)	Form of E-mail Communication Regarding Confirmation of Receipt of Election Form, as amended on April 2, 2009.
(a)(1)(v)	Form of E-mail Communication Regarding Reminder of Expiration of Offer to Exchange, as amended on April 2, 2009.
(a)(1)(vi)	Election Form (for use by Facsimile or Hand Delivery), as amended on April 2, 2009.
(a)(1)(vii)	Instructions Forming Part of the Terms and Conditions of the Offer, as amended on April 2, 2009.
(a)(1)(viii)	Agreement to Terms of Election, as amended on April 2, 2009.
(a)(1)(ix)	Screen Shots of Offer Website, as amended on April 2, 2009.
(a)(1)(x)*	Form of E-mail Communication Regarding Company Presentations.
(a)(1)(xi)	Presentation Materials, as amended on April 2, 2009.
(a)(1)(xii)	Internal Post and E-mail Communication Regarding Amended Terms of the Offer.
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(b)	Not applicable.
(d)(1)	Mellanox Technologies, Ltd. Global Share Incentive Plan (2006) and the forms of agreements and appendices thereto. (1)
(d)(2)	Mellanox Technologies, Ltd. 1999 United States Equity Incentive Plan and forms of agreements relating thereto. (2)
(d)(3)	Mellanox Technologies, Ltd. 1999 Israeli Share Option Plan and forms of agreements relating thereto. (3)
(d)(4)	Mellanox Technologies, Ltd. 2003 Israeli Share Option Plan and forms of agreements relating thereto. (4)
(d)(5)	Form of Indemnification undertaking made by and between Mellanox Technologies, Ltd. and each of its directors and executive officers. (5)
(d)(6)	Mellanox Technologies, Ltd. Non-Employee Director Option Grant Policy. (6)
(d)(7)	Form of Mellanox Technologies, Ltd. Executive Severance Agreement for U.S. Executives. (7)
(d)(8)	Form of Mellanox Technologies, Ltd. Executive Severance Agreement for Israeli Executives. (8)
(d)(9)	Mellanox Technologies, Ltd. Employee Share Purchase Plan. (9)
(d)(10)	Amended and Restated Investor Rights Agreement, dated as of October 9, 2001, by and among Mellanox Technologies, Ltd., purchasers of Series A Preferred Shares, Series B Preferred Shares and Series D Redeemable Preferred Shares who are signatories to such agreement and certain holders of ordinary shares who are signatories to such agreement, and for purposes of certain sections thereof, the holder of Series C Preferred Shares issued or issuable pursuant to the Series C Preferred Shares Purchase Agreement dated November 5, 2000. (10)
(d)(11)	Amendment to the Amended and Restated Investor Rights Agreement, dated as of February 2, 2007, by and among Mellanox Technologies, Ltd., purchasers of Series A Preferred Shares, Series B Preferred Shares and Series D Redeemable Preferred Shares who are signatories to such agreement and certain holders of Ordinary Shares who are signatories to such agreement, and for purposes of certain sections thereof, the holder of Series C Preferred Shares issued or issuable pursuant to the Series C Preferred Share Purchase Agreement dated November 5, 2000. (11)
(g)	Not applicable.
(h)	Not applicable.

6

*	Previously filed.
(1)	Incorporated by reference to Exhibit 10.10 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-137659) filed on November 14, 2006.
(2)	Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-137659) filed on September 28, 2006.
(3)	Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-137659) filed on September 28, 2006.
(4)	Incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-137659) filed on September 28, 2006.
(5)	Incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-137659) filed on September 28, 2006.
(6)	Incorporated by reference to Exhibit 10.11 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-137659) filed on November 14, 2006.
(7)	Incorporated by reference to Exhibit 10.12 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-137659) filed on November 14, 2006.
(8)	Incorporated by reference to Exhibit 10.13 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-137659) filed on November 14, 2006.
(9)	Incorporated by reference to Exhibit 10.14 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-137659) filed on December 7, 2006.
(10)	Incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-137659) filed on September 28, 2006.
(11)	Incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K (SEC File No. 001-33299) filed on March 26, 2007.

7

EX-99.(A)(1)(I)

EXHIBIT (a)(1)(i)

MELLANOX TECHNOLOGIES, LTD.

OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS
TO PURCHASE ORDINARY SHARES
FOR A NUMBER OF REPLACEMENT OPTIONS ACCORDING TO AN EXCHANGE RATIO

THIS OFFER AND WITHDRAWAL RIGHTS EXPIRE
AT 9:00 P.M. U.S. PACIFIC TIME ON APRIL 22, 2009
(7:00 A.M. ISRAELI TIME ON APRIL 23, 2009)
UNLESS THIS OFFER IS EXTENDED

     Mellanox Technologies, Ltd., which is sometimes referred to herein as the “Company,” “Mellanox,” “our,” “us” or “we,” is offering eligible employees and contractors of Mellanox Technologies, Ltd. and its majority owned subsidiary the opportunity to exchange certain outstanding options to purchase our ordinary shares for a lesser number of replacement options calculated in accordance with exchange ratios (the “Option Exchange”). We expect to grant the replacement options on the date we cancel the options accepted for exchange, which will be the expiration date of this offer. We are making this offer (the “Offer”) upon the terms and subject to the conditions set forth in this Offer to Exchange Certain Outstanding Options to Purchase Ordinary Shares for a Number of Replacement Options According to an Exchange Ratio (the “Offer Information Document”).

     Options eligible for the Option Exchange (“eligible options”) are those that:

• have an exercise price greater than $13.65 per share; and

• were granted under the Mellanox Technologies, Ltd. Global Share Incentive Plan (2006) (together with its Appendices, the “Global Plan”).

     You are eligible to participate in the Option Exchange only if you:

• are an employee or contractor of Mellanox or its majority owned subsidiary on March 24, 2009 and remain an employee or contractor, as applicable, through the grant date of the replacement options;

• reside in the United States, Israel, Argentina, India, Japan, Taiwan or the United Kingdom and continue to reside in such jurisdiction through the grant date of the replacement options, provided that if this Offer is prohibited in any such jurisdiction under local regulations, then residents of such jurisdiction shall not be eligible to participate in the Option Exchange; and

• hold at least one eligible option on March 24, 2009.

     The outstanding options that you hold under our Global Plan give you the right to purchase our ordinary shares once you exercise those options by paying the applicable exercise price. Thus, when we use the term “option” in this Offer, we refer to the actual options you hold to purchase our ordinary shares and not our ordinary shares underlying those options.

     Exchange Ratios. The Option Exchange is intended to be value neutral. This means that we intend for the replacement options to be granted to you in exchange for your cancelled options to have the same fair value as your cancelled options. In order to ensure that the fair value of your cancelled options is preserved as much as possible, we will use exchange ratios to calculate the number of ordinary shares to be subject to the replacement options to be granted to you. The exchange ratios used for the Option Exchange were determined using the Black-Scholes option pricing model based on, among other things, the closing price per share of our ordinary shares as quoted on The Nasdaq Global Select Market on March 16, 2009 and the exercise prices of the options eligible for exchange. The number of ordinary shares subject to replacement option grants calculated according to the exchange ratios will be rounded down to the nearest whole share on a grant-by-grant basis. Fractional shares will not be subject to the replacement options. The table below sets forth the exchange ratio to be used based on the exercise price of your eligible options.

1

		Shares Subject to
	Shares Subject to Option	Replacement Option To
Exercise Price Range	Surrendered	Be Granted
$13.66 to $16.99	1.10	1
$17.00 and above	1.21	1

     If you are eligible to participate, you must elect whether to exchange your eligible options on a grant-by-grant basis, exchanging all or none of the shares subject to any given eligible option grant. If you previously exercised a portion of an eligible option grant prior to the commencement of this Offer, only the portion of the option grant that has not yet been exercised will be eligible for exchange.

     All eligible options that we accept pursuant to the Option Exchange will be cancelled upon expiration of this Offer, currently scheduled for 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009), and options elected for exchange will no longer be exercisable after that time. Based on this current schedule, the exercise price of the replacement option will be the closing price of our ordinary shares on the Nasdaq Global Select Market on April 22, 2009 (the “replacement grant date”).

     We will grant the replacement options under the Global Plan on the date that we cancel the options accepted for exchange, provided you remain our employee or contractor or an employee or contractor of our majority owned subsidiary as of such date.

     The replacement options will:

• have an exercise price equal to the per share closing sales price of our ordinary shares as quoted on The Nasdaq Global Select Market on the replacement grant date (or as modified as required under local tax laws for replacement options granted outside the United States);

• for surrendered options originally granted in 2007, be unvested and become vested and exercisable in accordance with the following schedule: one-third (1/3) of the shares subject to each replacement option will vest and become exercisable on the one-year anniversary of the replacement grant date, with the remaining shares vesting and becoming exercisable in equal monthly increments over the 24 months following the first anniversary of the replacement grant date, so that all shares subject to the replacement option will be vested and exercisable on the third anniversary of the replacement grant date; provided that local tax laws may require that you refrain from exercising your replacement options for a period of time in order to receive favorable tax treatment;

• for surrendered options originally granted in 2008, replacement options will be unvested and become vested and exercisable in accordance with the following schedule: one-fourth (1/4) of the shares subject to each replacement option will vest and become exercisable on the one-year anniversary of the replacement grant date, with the remaining shares vesting and becoming exercisable in equal monthly increments over the 36 months following the first anniversary of the replacement grant date, so that all shares subject to the replacement option will be vested and exercisable on the fourth anniversary of the replacement grant date; provided that local tax laws may require that you refrain from exercising your replacement options for a period of time in order to receive favorable tax treatment;

• expire 10 years from the replacement grant date, subject to earlier expiration of the option upon termination of the employment of the optionee, unless otherwise prohibited under local law; and

• retain the same tax qualification status, to the extent permitted by applicable law. Replacement options granted to Israeli employees will be granted under the “Capital Gains Track” of Section 102 of the Israeli Income Tax Ordinance. If you accept this Offer and are subject to Israeli taxation, under current Israeli tax law and in the absence of a tax pre-ruling to the contrary, the exchange of vested surrendered options for replacement options is a taxable event and triggers an immediate tax liability. A tax pre-ruling is being sought from the Israel Tax Authority to confirm that the Option Exchange will not be treated as a taxable event and that no tax will be payable at the time of the exchange. We have also requested that the tax pre-ruling characterize part or all of the gains eventually realized from replacement options granted in exchange for eligible options that have not met the prerequisites of the Capital Gains Track (i.e., option grants made between the dates February 7, 2007 and November 6, 2008 (“Non Section 102 Qualified Grants”), which, in the absence of a special tax ruling, will be subject to taxation at marginal income tax rates) to be eligible for tax benefits under the Capital Gains Track from the replacement grant date onward; provided, however, that even if a favorable tax pre-ruling is granted with respect to this issue, it is expected that part of the income from some or all of the replacement options (particularly those replacement options issued in exchange for Non Section 102 Qualified Grants that have vested as of the replacement grant date) will nevertheless be classified as ordinary income and subject to National Insurance and Health Tax deductions. The tax pre- ruling, if granted, is expected to provide that replacement options granted under the Capital Gains Track to Israeli

2

employees will be subject to a new 24-month trust holding period commencing as of the replacement grant date, which means that if you exercise your replacement option granted under the Capital Gains Track and sell the shares issued upon exercise of the replacement option after the date that is 24 months from the replacement grant date, your gains will generally be taxable as capital gains, and if you sell the shares prior to such date, the gains will be taxed as employment income. There is no assurance that a tax pre-ruling will be issued by the Israel Tax Authority, or, if issued, upon what terms. If the tax pre-ruling request is not granted or is granted on terms different than those requested, you may be liable for the tax due in connection with the exchange of options that are vested as of the replacement grant date. In such instance, your gain from the exchange will be calculated on the basis of the imputed value of the surrendered options, as determined by the Black-Scholes or similar valuation model, or as otherwise determined by the Israel Tax Authority, and such gain will be subject to tax in accordance with the provisions of Section 102 of the Israeli Income Tax Ordinance as if the surrendered option had been sold on the replacement grant date. Replacement options granted in exchange for surrendered options treated as incentive stock options for U.S. federal income tax purposes will be treated as incentive stock options to the maximum extent permitted by the U.S. Internal Revenue Code.

     Except for the new option exercise price, new vesting schedule and new expiration date, the terms and conditions of the replacement options will be substantially similar to the cancelled options under the Global Plan.

     Although our board of directors has approved this Offer, neither we nor our board of directors make any recommendation as to whether you should elect to exchange or refrain from electing to exchange your options. You must make your own decision regarding whether to elect to exchange your options.

     This Offer is not conditioned upon a minimum aggregate number of options being elected for exchange. This Offer is subject to certain conditions which we describe in Schedule A of the Offer Information Document and the terms described in this Offer.

     If the market price of our ordinary shares increases before the replacement option grant date, the replacement options that you receive in exchange for your existing options may have a higher exercise price than some or all of your existing options.

     Our ordinary shares are quoted on The Nasdaq Global Select Market under the symbol “MLNX.” On March 23, 2009, the closing sales price of our ordinary shares as quoted on The Nasdaq Global Select Market was $8.98 per share. We recommend that you obtain current market quotations for our ordinary shares before deciding whether to elect to exchange your options.

     As of March 16, 2009, eligible options outstanding under the Global Plan were exercisable for approximately 763,330 of our ordinary shares, or approximately 2.4% of the total ordinary shares outstanding as of March 16, 2009.

3

IMPORTANT

     If you wish to elect to exchange your options, you must complete and submit the Election Form in accordance with its instructions, which is on our intranet site at http://portal.yok.mtl.com/system/misc/repricing.php. To participate, you must complete and submit the electronic election form no later than 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009), unless the Offer is extended. You will receive a confirmation by e-mail within 48 hours of your election to participate. If your options are properly elected for exchange and accepted by us for exchange, you will receive a final confirmation notice promptly following the expiration of this Offer. The final confirmation notice will confirm that your options have been accepted for exchange and cancelled. If you have technical difficulties with this site, please contact Matthew Gloss, Vice President of Legal Affairs, to arrange an alternate mode of election (via e-mail at TenderOffer@mellanox.com).

     We are not making this Offer to, nor will we accept any election to exchange options from or on behalf of, option holders in any jurisdiction in which this Offer or the acceptance of any election to exchange options would not be in compliance with the laws of that jurisdiction. However, we may, at our discretion, take any actions necessary or desirable for us to make this Offer to option holders in any such jurisdiction.

     MELLANOX HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD ELECT TO EXCHANGE OR REFRAIN FROM ELECTING TO EXCHANGE YOUR OPTIONS PURSUANT TO THIS OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR OTHER INFORMATION TO WHICH WE HAVE REFERRED YOU. MELLANOX HAS NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFER OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DOCUMENT OR IN THE RELATED ELECTION FORM. IF ANYONE MAKES ANY RECOMMENDATION OR REPRESENTATION TO YOU OR GIVES YOU ANY INFORMATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, REPRESENTATION OR INFORMATION AS HAVING BEEN AUTHORIZED BY MELLANOX.

     NOTHING IN THIS DOCUMENT SHALL BE CONSTRUED TO GIVE ANY PERSON THE RIGHT TO REMAIN IN THE EMPLOY OR SERVICE OF MELLANOX OR TO AFFECT OUR RIGHT TO TERMINATE THE EMPLOYMENT OR OTHER SERVICE RELATIONSHIP OF ANY PERSON AT ANY TIME WITH OR WITHOUT CAUSE TO THE EXTENT PERMITTED UNDER LAW. NOTHING IN THIS DOCUMENT SHOULD BE CONSIDERED A CONTRACT OR GUARANTEE OF WAGES OR COMPENSATION. THE EMPLOYMENT OR OTHER SERVICE PROVIDER RELATIONSHIP BETWEEN MELLANOX AND EACH EMPLOYEE OR OTHER SERVICE PROVIDER REMAINS “AT WILL,” SUBJECT, IN CERTAIN JURISDICTIONS, TO APPLICABLE NOTICE REQUIREMENTS.

     MELLANOX RESERVES THE RIGHT TO AMEND OR TERMINATE THE GLOBAL PLAN AT ANY TIME, AND THE GRANT OF AN OPTION UNDER THE GLOBAL PLAN OR THIS OFFER DOES NOT IN ANY WAY OBLIGATE MELLANOX TO GRANT ADDITIONAL OPTIONS OR OFFER FURTHER OPPORTUNITIES TO PARTICIPATE IN ANY OFFER TO EXCHANGE OPTIONS IN ANY FUTURE YEAR. THE GRANT OF AN OPTION AND ANY FUTURE OPTIONS GRANTED UNDER THE PLAN OR IN RELATION TO THIS OFFER IS WHOLLY DISCRETIONARY IN NATURE AND IS NOT TO BE CONSIDERED PART OF ANY NORMAL OR EXPECTED COMPENSATION THAT IS OR WOULD BE SUBJECT TO SEVERANCE, RESIGNATION, REDUNDANCY, TERMINATION OR SIMILAR PAY, OTHER THAN TO THE EXTENT REQUIRED BY LOCAL LAW.

4

OFFER TO EXCHANGE

TABLE OF CONTENTS

	PAGE
SUMMARY TERM SHEET		6
1. ELIGIBILITY; NUMBER OF OPTIONS; EXPIRATION TIME		15
2. PURPOSE OF THIS OFFER		16
3. PROCEDURES FOR ELECTING TO EXCHANGE OPTIONS		17
4. WITHDRAWAL RIGHTS		18
5. ACCEPTANCE OF OPTIONS FOR EXCHANGE AND ISSUANCE OF REPLACEMENT OPTIONS		19
6. PRICE RANGE OF ORDINARY SHARES UNDERLYING THE OPTIONS		19
7. SOURCE AND AMOUNT OF CONSIDERATION; TERMS OF REPLACEMENT OPTIONS		20
8. INFORMATION CONCERNING MELLANOX		21
9. INTERESTS OF DIRECTORS, OFFICERS AND AFFILIATES; TRANSACTIONS AND ARRANGEMENTS CONCERNING THE OPTIONS		22
10. STATUS OF OPTIONS ACQUIRED BY US IN THIS OFFER; ACCOUNTING CONSEQUENCES OF THE OFFER		23
11. AGREEMENTS; LEGAL MATTERS; REGULATORY APPROVALS		23
12. MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		23
13. MATERIAL TAX CONSEQUENCES FOR EMPLOYEES AND CONTRACTORS WHO ARE TAX RESIDENTS IN ARGENTINA		24
14. MATERIAL TAX CONSEQUENCES FOR EMPLOYEES AND CONTRACTORS WHO ARE TAX RESIDENTS IN INDIA		25
15. MATERIAL TAX CONSEQUENCES FOR EMPLOYEES WHO ARE TAX RESIDENTS IN ISRAEL		26
16. MATERIAL TAX CONSEQUENCES FOR EMPLOYEES AND CONTRACTORS WHO ARE TAX RESIDENTS IN JAPAN		27
17. MATERIAL TAX CONSEQUENCES FOR EMPLOYEES AND CONTRACTORS WHO ARE TAX RESIDENTS IN TAIWAN		28
18. MATERIAL TAX CONSEQUENCES FOR CONTRACTORS WHO ARE TAX RESIDENTS IN THE UNITED KINGDOM		29
19. EXTENSION OF OFFER; TERMINATION; AMENDMENT		29
20. FEES AND EXPENSES		30
21. ADDITIONAL INFORMATION		30
22. MISCELLANEOUS		31
SCHEDULE A CONDITIONS OF THIS OFFER
SCHEDULE B INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF MELLANOX TECHNOLOGIES, LTD.
SCHEDULE C SUMMARY FINANCIAL STATEMENTS OF MELLANOX TECHNOLOGIES, LTD.

5

SUMMARY TERM SHEET

     The following are answers to some of the questions that you may have about the Option Exchange. We urge you to read carefully the following questions and answers, as well as the remainder of this Offer Information Document and the Election Form. Where applicable, we have included section references to the remainder of this Offer Information Document where you can find a more complete description of the topics in this question and answer summary. Because each of you is in a different financial situation, we suggest that you consult with your personal financial and tax advisors before deciding to participate in the Option Exchange. Please review this summary term sheet and the remainder of this Offer Information Document to ensure that you are making an informed decision regarding your participation in the Option Exchange.

     For your ease of use, the questions have been separated into three sections:

1.	Exchange Design.
2.	Administrative/Timing of Program.
3.	Other Important Questions.

Exchange Design

Q1. What is the Option Exchange Program?

     The “Option Exchange Program” is a one-time offer by Mellanox to allow eligible employees and contractors of Mellanox and employees of its majority owned subsidiary to exchange their outstanding options that have an exercise price greater than $13.65 per share for new options, which we refer to as replacement options. The number of replacement options that will be granted in exchange for eligible existing options will be determined by the exchange ratios described below under question 3. The replacement options will be granted on the date we cancel the options accepted for exchange, which will be the expiration date of this Offer. Except for the new option exercise price, new vesting schedule and new expiration date, the terms and conditions of the replacement options will be substantially similar to the cancelled options that were granted under the Global Plan. (See Section 1 below for additional information.)

Q2. Why are we making this Offer?

     We are making this Offer because a considerable number of our eligible employees and contractors have options with exercise prices significantly above the recent trading prices of our ordinary shares. These options were originally granted to give employees and contractors a stake in the growth and success of our Company and to provide them with an additional financial incentive to remain employees and contractors of Mellanox. This Option Exchange Program is VOLUNTARY and will allow eligible employees and contractors to choose whether to keep their existing options at existing exercise prices and vesting schedules or to exchange those options for replacement options to be granted upon the cancellation of existing options. We intend that this Option Exchange Program will enable our employees and contractors to improve their overall position in their option holdings, but this cannot be guaranteed considering the ever-present risks associated with a volatile and unpredictable stock market. By making this Offer, we intend to provide our eligible employees and contractors with the compensatory benefit of owning options that over time may have a greater potential to increase in value. In addition, we intend to create better performance incentives for our eligible employees and contractors and thereby maximize shareholder value. (See Section 2 below for additional information.)

Q3. How does the Option Exchange Program work?

     We are offering to exchange eligible outstanding options that have an exercise price greater than $13.65 per share for a predetermined number of replacement options, rounded down to the nearest whole share, based on the exchange ratios described below. The outstanding options that you hold give you the right to purchase our ordinary shares once you exercise those options by paying the applicable exercise price. Thus, when we use the term “option” in connection with this Offer, we refer to the actual options you hold to purchase our ordinary shares and not our ordinary shares underlying those options.

     Replacement options will be granted at a per share exercise price equal to the per share closing sales price of our ordinary shares as quoted on The Nasdaq Global Select Market on the replacement grant date (or as modified as required under local tax laws for replacement options granted outside the United States). Participating in the Option Exchange requires an eligible employee or contractor to make a voluntary election to tender eligible options no later than 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009), unless this Offer is extended, after which time such election will be irrevocable.

6

     The following exchange ratios for the Option Exchange (that is, how many ordinary shares subject to an existing option an employee or contractor must surrender in order to receive one ordinary share subject to a replacement option) were determined using the Black-Scholes option pricing model based on, among other things, the closing price per share of our ordinary shares as quoted on The Nasdaq Global Select Market on March 16, 2009 and the exercise prices of the options eligible for exchange. We chose to use this model to derive exchange ratios that were intended to minimize accounting costs to Mellanox while providing option holders with replacement options having approximately the same fair value as those options being exchanged. Replacement option grants calculated according to the exchange ratios will be rounded down to the nearest whole share on a grant-by-grant basis. Replacement options to purchase fractional shares will not be granted.

		Shares Subject to
	Shares Subject to Option	Replacement Option To
Exercise Price Range	Surrendered	Be Granted
$13.66 to $16.99	1.10	1
$17.00 and above	1.21	1

     Unless prohibited by law or applicable regulations, options accepted for exchange will be cancelled and new options granted under our Global Plan. (See Sections 1, 7 and 10 below for more information.)

Example

     To illustrate how the exchange ratios work, assume that:

(a) You have three existing unexercised options, each for 300 shares with corresponding exercise prices of $8.23, $14.95 and $18.22.

     If you elect to participate in the Option Exchange Program:

(a)	You will only be able to elect to exchange the two existing options with exercise prices of $14.95 and $18.22.
(b)	You will not be able to exchange your existing option with an exercise price of $8.23 because the exercise price is not above $13.65 per share.

     Under these facts, the table below shows the number of options subject to each replacement option you would receive were you to participate in the Option Exchange Program:

		Cancelled Shares
Exercise Price of		Subject				Shares Subject to
Existing Option		to Existing Option		Exchange Ratio		Replacement Option
$	14.95		300		1.10		272
$	18.22		300		1.21		247
Total			600				519

     The vesting and exercisability schedules of the replacement options will be different than the vesting and exercisability schedules of the surrendered options. For surrendered options originally granted in 2007, replacement options will be unvested and become vested and exercisable in accordance with the following schedule: one-third (1/3) of the shares subject to each replacement option will vest and become exercisable on the one-year anniversary of the replacement grant date, with the remaining shares vesting and becoming exercisable in equal monthly increments over the 24 months following the first anniversary of the replacement grant date, so that all shares subject to the replacement option will be vested and exercisable on the third anniversary of the replacement grant date. For surrendered options originally granted in 2008, replacement options will be unvested and become vested and exercisable in accordance with the following schedule: one-fourth (1/4) of the shares subject to each replacement option will vest and become exercisable on the one-year anniversary of the replacement grant date, with the remaining shares vesting and becoming exercisable in equal monthly increments over the 36 months following the first anniversary of the replacement grant date, so that all shares subject to the replacement option will be vested and exercisable on the fourth anniversary of the replacement grant date. Local tax laws may require that you refrain from exercising your replacement options for a period of time in order to receive favorable tax treatment.

7

     We are seeking a tax pre-ruling from the Israel Tax Authority in an attempt to secure favorable tax treatment of the Option Exchange and of the replacement options; however, there is no assurance that a tax pre-ruling will be issued by the Israel Tax Authority, or, if issued, upon what terms. The tax pre-ruling, if granted, is expected to provide that replacement options granted under the “Capital Gains Track” to Israeli employees will be subject to a new 24-month trust holding period commencing as of the replacement grant date, which means that if you exercise your replacement option granted under the Capital Gains Track and sell the shares issued upon exercise of the replacement option after the date that is 24 months from the replacement grant date, your gains will generally be taxable as capital gains, and if you sell the shares prior to such date, the gains will be taxed as employment income. (See Section 15 below for additional information.)

Q4. What options are eligible for the Option Exchange?

     Options eligible for exchange are those that:

• have an exercise price greater than $13.65 per share; and

• were granted under the Global Plan.

     (See Section 1 below for more information.)

Q5. Who is eligible to participate in the Option Exchange?

     You are eligible to participate in the Option Exchange only if you:

• are an employee or contractor of Mellanox or an employee or contractor of its majority owned subsidiary on March 24, 2009 and remain an employee or contractor, as applicable, through the grant date of the replacement options;

• reside in the United States, Israel, Argentina, India, Japan, Taiwan or the United Kingdom and continue to reside in such jurisdiction through the grant date of the replacement options, provided that if this Offer is prohibited in any such jurisdiction under local regulations, then residents of such jurisdiction shall not be eligible to participate in the Option Exchange; and

• hold at least one eligible option on March 24, 2009.

Q6. What if I leave Mellanox or change my place of residence before the replacement grant date?

     If you are no longer employed or have a contract service relationship with Mellanox or its majority owned subsidiary, whether voluntarily, involuntarily, or for any other reason before your replacement options are granted, you will not be able to participate in the Option Exchange. Also, if you change your place of residence to a country where this Offer is not being made or is prohibited under local regulations, you will not be able to participate in the Option Exchange.

     ACCORDINGLY, IF YOU ARE NOT AN ELIGIBLE EMPLOYEE OR CONTRACTOR OF MELLANOX OR AN ELIGIBLE EMPLOYEE OR CONTRACTOR OF ITS MAJORITY OWNED SUBSIDIARY AS DESCRIBED ABOVE ON THE REPLACEMENT OPTION GRANT DATE, EVEN IF YOU HAD ELECTED TO PARTICIPATE IN THE OPTION EXCHANGE AND HAD TENDERED YOUR OPTIONS FOR EXCHANGE, YOUR TENDER WILL AUTOMATICALLY BE DEEMED WITHDRAWN AND YOU WILL NOT PARTICIPATE IN THE OPTION EXCHANGE. YOU WILL RETAIN YOUR OUTSTANDING OPTIONS IN ACCORDANCE WITH THEIR CURRENT TERMS AND CONDITIONS. IN THE CASE OF TERMINATION OF YOUR EMPLOYMENT OR CONTRACT SERVICE RELATIONSHIP, YOU MAY EXERCISE YOUR OUTSTANDING OPTIONS DURING A LIMITED PERIOD OF TIME FOLLOWING THE TERMINATION OF EMPLOYMENT OR CONTRACT SERVICE RELATIONSHIP IN ACCORDANCE WITH THEIR TERMS TO THE EXTENT THAT THEY ARE VESTED. (See Sections 1 and 5 below for additional information.)

8

Q7. Why can’t Mellanox just reprice my existing options?

     In 1998, the Financial Accounting Standards Board adopted policies that create unfavorable accounting consequences for companies that reprice options. If we were simply to reprice options, our profitability would be diminished, as we would be required to recognize additional expenses against earnings on any future appreciation of the repriced options. (See Section 10 below for additional information.)

Q8. Why can’t I just be granted additional options?

     Because of the large number of options with exercise prices greater than $13.65 per share, an additional grant of new options to all option holders would have a severe negative effect on our share dilution and outstanding shares.

Q9. Why isn’t the exchange ratio set at one-for-one?

     The exchange ratios were determined using the Black-Scholes option pricing model and are based on, among other things, the per share closing sales price of our ordinary shares as quoted on The Nasdaq Global Select Market on March 16, 2009. We chose to use this model to derive exchange ratios that were intended to preserve the value of the options being exchanged while minimizing the accounting cost to Mellanox. As an eligible employee or contractor, you have the opportunity (and potential benefit) to replace your current “underwater” options with new options with an exercise price equal to the per share closing sales price of our ordinary shares as quoted on The Nasdaq Global Select Market on the replacement grant date (or as modified as required under local tax laws for replacement options granted outside of the Untied States).

Q10. If I participate, what will happen to my exchanged options?

     Options that you elect to exchange will be cancelled on the expiration date of this Offer, as extended. Cancelled options, excluding options held by Covered Employees as defined in the Global Plan, will be returned to the Global Plan and will be available for new grants under the terms of our Global Plan. (See Section 10 below for additional information.)

Q11. What happens to eligible options that I choose not to exchange or that you do not accept for exchange?

     Eligible options that you choose not to exchange or that we do not accept for exchange remain outstanding and retain their existing terms, exercise prices and vesting schedules.

Q12. Am I eligible to receive future grants if I participate in the Option Exchange?

     We intend to continue to review our equity-based incentive programs from time-to-time. As a result of this review, we may decide to grant you additional equity incentives. Participation or non-participation in the Option Exchange is not expected to affect your eligibility for future equity or other incentives.

Q13. What are the conditions to this Offer?

     This Offer is subject to a number of conditions including the conditions described in Schedule A. This Offer is not conditioned upon a minimum aggregate of options being elected for exchange. (See Schedule A below for additional information.)

Administrative/Timing of Program

Q14. How do I participate in this Offer?

     If you currently hold outstanding options that are eligible for the Option Exchange, you will receive an e-mail with instructions on how to log into the Option Exchange website on Mellanox’s intranet. The URL for this site is http://portal.yok.mtl.com/system/misc/repricing.php.

     This site contains information about your eligible options and provides instructions on how to submit your outstanding options for exchange. To participate, you must complete and submit the electronic Election Form no later than 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009), unless the Offer is extended. You will receive confirmation by e-mail within 48 hours of your election to participate. If you have technical difficulties with this site, please contact Matthew Gloss, Vice President of Legal Affairs (contact information below) to arrange an alternate mode of election:

Matthew Gloss, Vice President of Legal Affairs
e-mail: TenderOffer@mellanox.com

9

Q15. How do I find out the details about my existing options?

     Information on your eligible options will be provided to you with this Offer in the e-mail announcement of the Option Exchange Program. In addition, you can check your E*TRADE OptionsLink or ESOP account for the current status of your options or you may e-mail your inquiry to TenderOffer@mellanox.com.

Q16. What is the deadline to elect to exchange and how do I elect to exchange?

     The deadline to participate in this program is 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009), unless the Offer is extended. This means that your completed Election Form must be submitted before that time. Within 48 hours after receipt of your completed electronic Election Form, you will receive a confirmation by e-mail. If you have elected an alternate method of submission, you will receive confirmation by e-mail or mail, at our discretion, promptly after receipt of your completed election form. We may, in our discretion, extend this Offer at any time, but we cannot assure you that this Offer will be extended or, if extended, for how long. If this Offer is extended, we will make a public announcement of the extension no later than 6:00 a.m. U.S. Pacific Time (4:00 p.m. Israeli Time) on the next U.S. business day following the previously scheduled expiration of this Offer. If this Offer is extended, you must deliver your election form before the extended expiration of this Offer.

     We reserve the right to reject any or all options elected for exchange that we determine are not in appropriate form or that we determine are unlawful to accept. Otherwise, we will accept options properly and timely elected for exchange that are not validly withdrawn. Subject to our rights to extend, terminate and amend this Offer, we currently expect that we will accept all options properly elected for exchange on the expiration date of this Offer. (See Section 3 below for additional information.)

Q17. What will happen if I do not turn in my Election Form by the deadline?

     If you do not turn in your Election Form by the deadline, then you will not participate in the Option Exchange, and all options currently held by you will remain intact at their original price and original terms. (See Section 1 below for additional information.)

     IF YOU FAIL TO TURN IN YOUR ELECTION FORM BY THE DEADLINE, YOU WILL NOT BE PERMITTED TO PARTICIPATE IN THE OPTION EXCHANGE.

Q18. During what period of time can I withdraw previously elected options?

     You can withdraw or change your previously submitted election to exchange options at any time on or before 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009). If this Offer is extended beyond that time, you can withdraw or change your election at any time until the extended expiration of this Offer. To change your previously submitted election, you must submit a new Election Form in the same manner described above, and we must receive the change of election notice before the election deadline. To withdraw your previously submitted election, submit a new form that does not select any option grants. You will receive an e-mail confirming your new election. It is your responsibility to confirm that we have received your correct Election Form before the deadline. In all cases, the last Election Form submitted and received prior to the deadline date will prevail. (See Section 4 below for additional information.)

     AFTER THE DEADLINE TO WITHDRAW OR CHANGE YOUR EXECUTED ELECTION FORM HAS PASSED, YOU WILL NOT BE PERMITTED TO WITHDRAW OR CHANGE YOUR ELECTION.

Q19. Can I exchange the remaining portion of an option that I have already partially exercised?

     Yes, any remaining outstanding, unexercised eligible options can be exchanged. If you have previously exercised a portion of your eligible options granted on a single grant date with the same grant number and at the same exercise price, only the portion of those options which have not yet been exercised will be eligible to be exchanged. The replacement option grant will only replace options that are cancelled upon the expiration of this Offer.

10

Q20. Can I select which portion of an option to exchange?

     No. You cannot partially cancel an outstanding option. If you choose to exchange an option, all outstanding, unexercised options within that grant (that is, all outstanding options granted to you under the same grant number, on the same grant date and at the same exercise price) will be exchanged and cancelled.

Q21. Can I exchange both vested and unvested options?

     Yes. You can exchange eligible options, whether or not they are vested.

Q22. What will be my new option exercise price?

     The exercise price for the replacement options will be the closing price per share of our ordinary shares as quoted on The Nasdaq Global Select Market on the replacement grant date (or as modified as required under local tax laws for replacement options granted outside the United States).

     IF THE MARKET PRICE OF OUR ORDINARY SHARES INCREASES BEFORE THE REPLACEMENT GRANT DATE, THE REPLACEMENT OPTIONS THAT YOU RECEIVE IN EXCHANGE FOR YOUR EXISTING OPTIONS MAY HAVE A HIGHER EXERCISE PRICE THAN SOME OR ALL OF YOUR EXISTING OPTIONS. (See Sections 1 and 2 below for additional information.)

Q23. When will I be granted my replacement options?

     We will grant the replacement options on the date we cancel options elected for exchange. If we cancel options elected for exchange on April 22, 2009, which is the expected expiration date of this Offer, the replacement grant date of the replacement options will also be April 22, 2009. If this Offer is extended beyond April 22, 2009, then the replacement options will be granted on the expiration date of the extended Offer. (See Section 7 below for more information.)

Q24. When will the replacement options appear in my E*TRADE OptionsLink or ESOP account?

     The replacement options should be reflected in OptionsLink or ESOP, as applicable, within 30 to 45 days after the replacement grant date.

Q25. When will the replacement options vest?

     For surrendered options originally granted in 2007, replacement options will be unvested and become vested and exercisable in accordance with the following schedule: one-third (1/3) of the shares subject to each replacement option will vest and become exercisable on the one-year anniversary of the replacement grant date, with the remaining shares vesting and becoming exercisable in equal monthly increments over the 24 months following the first anniversary of the replacement grant date, so that all shares subject to the replacement option will be vested and exercisable on the third anniversary of the replacement grant date. For surrendered options originally granted in 2008, replacement options will be unvested and become vested and exercisable in accordance with the following schedule: one-fourth (1/4) of the shares subject to each replacement option will vest and become exercisable on the one-year anniversary of the replacement grant date, with the remaining shares vesting and becoming exercisable in equal monthly increments over the 36 months following the first anniversary of the replacement grant date, so that all shares subject to the replacement option will be vested and exercisable on the fourth anniversary of the replacement grant date. Local tax laws may require that you refrain from exercising your replacement options for a period of time in order to receive favorable tax treatment.

     We are seeking a tax pre-ruling from the Israel Tax Authority in an attempt to secure favorable tax treatment of the Option Exchange and of the replacement options; however, there is no assurance that a tax pre-ruling will be issued by the Israel Tax Authority, or, if issued, upon what terms. The tax pre-ruling, if granted, is expected to provide that eplacement options granted under the “Capital Gains Track” to Israeli employees will be subject to a new 24-month trust holding period commencing as of the replacement grant date, which means that if you exercise your replacement option granted under the Capital Gains Track and sell the shares issued upon exercise of the replacement option after the date that is 24 months from the replacement grant date, your gains will generally be taxable as capital gains, and if you sell the shares prior to such date, the gains will be taxed as employment income. (See Section 15 below for additional information.)

11

     Vesting and exercise of replacement options are dependent upon continued employment or contract service relationship with Mellanox or its majority owned subsidiary. With the exception of the new option exercise price, new vesting schedule and new expiration date, replacement options are subject to all terms and conditions of the corresponding surrendered option and will be forfeited if not vested at the time of termination of employment or contract service relationship. (See Section 7 below for additional information.)

Q26. What will be the terms and conditions of my replacement options?

     The terms and conditions of the replacement options granted under the Option Exchange will be similar to the surrendered options granted under the Global Plan, except for the new option exercise price, new vesting schedule and new expiration date of the option. You are encouraged to consult the Global Plan for complete information about the terms of the replacement options, which is available on the intranet at http://portal.yok.mtl.com/system/misc/repricing.php. Each replacement option will expire 10 years from the replacement grant date, subject to earlier expiration of the option upon termination of your employment or contract service relationship with Mellanox or its majority owned subsidiary. (See Section 7 below for additional information.)

Q27. What if my employment or contract service relationship with Mellanox is terminated after the replacement options are granted?

     If your employment or contract service relationship with Mellanox is terminated for any reason after the replacement option has been granted, you will forfeit your replacement options that are unvested at the date of your termination. You will generally have the earlier of the expiration of the replacement option or three months from the date of your termination to exercise the vested portion of your replacement option. (See Section 7 below for additional information.)

Q28. What happens if Mellanox is subject to a change in control AFTER the replacement options are granted?

     Although we are not currently contemplating a merger or similar transaction that could result in a change in control of our Company, we are reserving the right to take any actions that we deem necessary or appropriate to complete a transaction that our board of directors believes is in the best interest of our Company and our shareholders. It is possible that, after or prior to the grant of replacement options, we might effect or enter into an agreement, such as a merger or other similar transaction, in which the current share ownership of our Company will change such that a new group of shareholders has the number of votes necessary to control shareholder voting decisions. We refer to this type of transaction as a change in control transaction.

     The replacement options will have the vesting acceleration provisions under the Global Plan. To obtain detailed change in control provisions governing your options, you can refer to the Global Plan and the Global Plan Prospectus, both of which are available on the intranet at http://portal.yok.mtl.com/system/misc/repricing.php. A copy of the Global Plan can also be found with our public filings on the SEC’s internet site at http://www.sec.gov.

Q29. What happens if Mellanox is subject to a change in control BEFORE the replacement options are granted?

     Although we are not currently contemplating a merger or similar transaction that could result in a change in control of our Company, we are reserving the right to take any actions that we deem necessary or appropriate to complete a transaction that our board of directors believes is in the best interest of our Company and our shareholders. This could include terminating your right to receive replacement options under this Offer. If we were to terminate your right to receive replacement options under this Offer in connection with such a transaction, you would not receive options to purchase securities of the acquiror or any other consideration for your tendered options. Instead, you would retain your original options subject to their original terms.

     Any change in control transaction could have a substantial effect on our ordinary share price. Depending on the structure of such a transaction, the exercise price associated with the replacement options could be drastically affected. For example, if our ordinary shares were acquired in a cash merger, the fair market value of our ordinary shares, and hence the price at which we grant the replacement options, would likely be a price at or near the cash price being paid for the ordinary shares in the change in control transaction. As a result of such a transaction, it is possible that the exercise price of the replacement options may be more or less than you might otherwise anticipate. In addition, in the event of an acquisition of our Company for stock, tendering option holders might receive options to purchase shares of a different issuer. (See Section 2 below for additional information.)

12

Q30. Are there other circumstances where I would not be granted replacement options?

     Yes. Even if we accept your tendered options, we will not grant replacement options to you if we are prohibited by applicable law or regulations from doing so, or until all necessary government approvals have been obtained. We will use reasonable efforts to avoid a prohibition, but if prohibited by applicable law or regulation on the expiration date of the offer, you will not be granted replacement options, if at all, until all necessary government approvals have been obtained. (See Section 11 below for additional information.)

Q31. After the replacement grant date, what happens if my options end up underwater again?

     We are conducting this Offer at this time considering the stock market conditions that have affected many companies throughout the United States. This is a one-time offer that we do not expect to offer again in the future. The price of our ordinary shares may appreciate over the long term, even if your options become underwater after the replacement grant date. WE PROVIDE NO ASSURANCE AS TO THE PRICE OF OUR ORDINARY SHARES AT ANY TIME IN THE FUTURE. (See Section 2 below for additional information.)

Other Important Questions

Q32. What are the tax consequences of my participation in the Option Exchange?

     Replacement options granted to Israeli employees will be granted under the “Capital Gains Track” of Section 102 of the Israeli Income Tax Ordinance. If you accept this Offer and are subject to Israeli taxation, under current Israeli tax law and in the absence of a tax pre-ruling to the contrary, the exchange of vested surrendered options for replacement options is a taxable event and triggers an immediate tax liability. A tax pre-ruling is being sought from the Israel Tax Authority to confirm that the Option Exchange will not be treated as a taxable event and that no tax will be payable at the time of the exchange. We have also requested that the tax pre-ruling characterize part or all of the gains eventually realized from replacement options granted in exchange for eligible options that have not met the prerequisites of the Capital Gains Track (i.e., option grants made between the dates February 7, 2007 and November 6, 2008 (“Non Section 102 Qualified Grants”), which, in the absence of a special tax ruling, will be subject to taxation at marginal income tax rates) to be eligible for tax benefits under the Capital Gains Track from the replacement grant date onward; provided, however, that even if a favorable tax pre-ruling is granted with respect to this issue, it is expected that part of the income from some or all of the replacement options (particularly those replacement options issued in exchange for Non Section 102 Qualified Grants that have vested as of the replacement grant date) will nevertheless be classified as ordinary income and subject to National Insurance and Health Tax deductions. The tax pre-ruling, if granted, is expected to provide that replacement options granted under the Capital Gains Track to Israeli employees will be subject to a new 24-month trust holding period commencing as of the replacement grant date, which means that if you exercise your replacement option granted under the Capital Gains Track and sell the shares issued upon exercise of the replacement option after the date that is 24 months from the replacement grant date, your gains will generally be taxable as capital gains, and if you sell the shares prior to such date, the gains will be taxed as employment income. There is no assurance that a tax pre-ruling will be issued by the Israel Tax Authority, or, if issued, upon what terms. If the tax pre-ruling request is not granted or is granted on terms different than those requested, you may be liable for the tax due in connection with the exchange of options that are vested as of the replacement grant date. In such instance, your gain from the exchange will be calculated on the basis of the imputed value of the surrendered options, as determined by the Black-Scholes or similar valuation model, or as otherwise determined by the Israel Tax Authority, and such gain will be subject to tax in accordance with the provisions of Section 102 of the Israeli Income Tax Ordinance as if the surrendered option had been sold on the replacement grant date. (See Section 15 below for additional information.)

     If you accept this Offer and reside and work in the United States, under current U.S. law, you will not recognize income for federal income tax purposes either at the time your exchanged options are cancelled or when the replacement options are granted. Tax consequences may vary depending on each individual’s circumstances. Included as part of this Offer Information Document are disclosures regarding the material federal tax consequences of participation in the Offer in the United States and in countries other than the United States. You should review these disclosures carefully before deciding whether or not to participate in the Offer. (See Sections 12 through 18 below for additional information.)

Q33. How should I decide whether or not to participate?

     The decision to participate must be each individual’s personal decision, and it will depend largely on each individual’s assumptions about the future overall economic environment, the performance of publicly traded stocks generally and our own ordinary share price, and our business.

13

     We understand that this will be a difficult decision for all eligible employees and contractors. THE OPTION EXCHANGE DOES CARRY CONSIDERABLE RISK, AND THERE ARE NO GUARANTEES OF OUR FUTURE ORDINARY SHARE PERFORMANCE OR THE PRICE OF OUR ORDINARY SHARES ON THE REPLACEMENT GRANT DATE. THE REPLACEMENT OPTIONS MAY BE UNDERWATER AT SOME POINT OR AT ALL TIMES FOLLOWING THE REPLACEMENT GRANT DATE. (See Section 21 below for additional information.)

Q34. What do the officers and the members of our board of directors think of this Offer? Who can I contact to help me decide whether or not I should exchange my eligible options?

     Although our board of directors has approved this Offer, neither our officers nor the members of our board of directors make any recommendation as to whether you should elect to exchange or refrain from exchanging your options.

Q35. What are some of the potential risks if I choose to exchange my outstanding eligible option grants?

     Because we cannot guarantee what the stock market will do or how our ordinary shares will perform through the date that the replacement options will be granted, the price of Mellanox ordinary shares may increase significantly. This could result in the new grants having a higher exercise price than those you exchanged and could make the replacement options less valuable than those you exchanged.

Q36. Who can I talk to if I have questions regarding the Option Exchange?

     The following website is available to assist you with information and instructions:

     Option Exchange Website: http://portal.yok.mtl.com/system/misc/repricing.php

     or

     Address Questions to: TenderOffer@mellanox.com

14

THIS OFFER

1. Eligibility; Number of Options; Expiration Time.

     Upon the terms and subject to the conditions of this Offer as set forth in this Offer Information Document, this “Option Exchange Program” constitutes our offer to exchange eligible existing options for replacement options to purchase ordinary shares granted under our Global Share Incentive Plan (2006) (together with its Appendices, the “Global Plan”), and that are properly elected for exchange and not validly withdrawn in accordance with Section 4 of this Offer before the “expiration time,” as defined below.

     You are eligible to participate in the Option Exchange Program only if you:

• are an employee or contractor of Mellanox or an employee or contractor of its majority owned subsidiary on March 24, 2009 and remain an employee or contractor through the grant date of the replacement options (an “eligible employee or contractor”);

• reside in the United States, Israel, Argentina, India, Japan, Taiwan or the United Kingdom and continue to reside in such jurisdiction through the grant date of the replacement options, provided that if this Offer is prohibited in any such jurisdiction under local regulations, then residents of such jurisdiction shall not be eligible to participate in the Option Exchange; and

• hold at least one eligible option on March 24, 2009.

     The outstanding options that you hold under the Global Plan give you the right to purchase our ordinary shares once you exercise those options by paying the applicable exercise price. Thus, when we use the term “option” in connection with this Offer, we refer to the actual options you hold to purchase our ordinary shares and not the shares underlying those options.

     If you elect to exchange options you will not be eligible to receive replacement options unless you continue to be employed by or provide services as a contractor to Mellanox or its majority owned subsidiary and continue to reside in a country where the Offer is not prohibited under local regulations, and continue to reside in such jurisdiction through the grant date of the replacement options.

     ACCORDINGLY, IF YOU ARE NOT AN ELIGIBLE EMPLOYEE OR CONTRACTOR OF MELLANOX OR AN ELIGIBLE EMPLOYEE OR CONTRACTOR OF ITS MAJORITY OWNED SUBSIDIARY AS DESCRIBED ABOVE ON THE DATE WE GRANT THE REPLACEMENT OPTIONS, EVEN IF YOU HAD ELECTED TO PARTICIPATE IN THE OFFER AND HAD TENDERED YOUR OPTIONS FOR EXCHANGE, YOUR TENDER WILL AUTOMATICALLY BE DEEMED WITHDRAWN AND YOU WILL NOT PARTICIPATE IN THE OFFER. YOU WILL RETAIN YOUR OUTSTANDING OPTIONS IN ACCORDANCE WITH THEIR CURRENT TERMS AND CONDITIONS. IN THE CASE OF TERMINATION OF YOUR EMPLOYMENT OR CONTRACTOR SERVICE RELATIONSHIP, YOU MAY EXERCISE YOUR OUTSTANDING OPTIONS DURING A LIMITED PERIOD OF TIME FOLLOWING THE TERMINATION OF EMPLOYMENT OR CONTRACTOR SERVICE RELATIONSHIP IN ACCORDANCE WITH THEIR TERMS TO THE EXTENT THAT THEY ARE VESTED.

     If you are eligible and choose to participate, you may only elect to exchange options (the terms “option” or “options” refer to an entire option grant) under the Global Plan that have an exercise price greater than $13.65 per share. If you have previously exercised a portion of your options granted on a single grant date with the same grant number and at the same exercise price, only the portion of options that have not yet been exercised will be eligible to be exchanged in this program.

     If you properly tender your eligible options and such tendered options are accepted for exchange, the tendered options will be cancelled and, subject to the terms of this Offer, you will be entitled to receive that number of replacement options determined using the exchange ratios set forth in the table below, subject to adjustments for any future share splits, share dividends and similar events, in accordance with the terms of the Global Plan.

     The table below shows the number of our ordinary shares subject to the existing outstanding option that you must exchange for each ordinary share subject to a replacement option (the “exchange ratio”), based on the grant price of the existing outstanding option:

15

Exercise Price Range		Exchange Ratio
$	13.66 to $16.99		1.10
$	17.00 and above		1.21

     We will not grant any replacement options to purchase fractional shares. Instead, if the exchange ratio yields a fractional amount of shares, we will round down to the nearest whole number of shares with respect to each option on a grant-by-grant basis.

     Unless prevented by law or applicable regulations, eligible options granted under our Global Plan and exchanged for replacement options will be replaced with options granted under our Global Plan. The replacement option will have a new exercise price, will be tax-qualified to the same extent as the surrendered option to the maximum extent permitted by applicable law and will cover a fewer number of our ordinary shares. The replacement options will have the terms and be subject to the conditions as provided for in the Global Plan.

     The per share exercise price of the replacement options will be equal to the closing price per share of our ordinary shares as quoted on The Nasdaq Global Select Market on the replacement grant date (or as modified as required under local tax laws for replacement options granted outside the United States).

     The term “expiration time” means 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009), unless and until we, in our discretion, extend the period of time during which this Offer will remain open, in which event the term “expiration time” refers to the latest time and date at which this Offer, as so extended, expires. See Section 19 of this Offer Information Document for a description of our rights to extend, delay, terminate and amend this Offer.

     If we decide to take any of the following actions, we will publish a notice or otherwise notify you of such action in writing after the date of such notice:

     (a) we increase or decrease the amount of consideration offered for the options;

     (b) we decrease the number of options eligible to be elected for exchange in this Offer; or

     (c) we increase the number of options eligible to be elected for exchange in this Offer by an amount that exceeds 2% of the shares of ordinary shares issuable upon exercise of the options that are subject to this Offer immediately prior to the increase.

     If this Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth U.S. business day from, and including, the date that notice of such increase or decrease is first published, sent or given in the manner specified in Section 19 of this Offer Information Document, we will extend the Offer so that the Offer is open at least ten U.S. business days following the publication, sending or giving of notice.

     For purposes of this Offer, a “business day” means any day other than Saturday, Sunday or a U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern Time.

2. Purpose of this Offer.

     We granted the options outstanding under the Global Plan to promote our long-term growth and success and the creation of shareholder value by giving employees and contractors a stake in the growth and success of our Company and to provide them with additional financial incentive to remain an employee or contractor of Mellanox.

     Many of our outstanding options, whether or not they are currently exercisable, have exercise prices that are significantly higher than the current and recent trading prices of our ordinary shares. We believe these options are unlikely to be exercised in the foreseeable future and therefore do not serve their original purpose. By making this Offer to exchange outstanding options for replacement options that will have a per share exercise price equal to the per share closing sales price of our ordinary shares on the replacement grant date (or as modified as required under local tax laws for replacement options granted outside the United States), we intend to provide our eligible employees and contractors with the compensatory benefit of holding options that over time may have a greater potential to increase in value. In addition, we intend to create better performance incentives for employees and contractors and thereby maximize shareholder value. THERE IS NO GUARANTEE THAT THE INTENDED BENEFITS OF THE OPTION EXCHANGE PROGRAM WILL BE REALIZED CONSIDERING THE EVER-PRESENT RISKS ASSOCIATED WITH A VOLATILE AND UNPREDICTABLE STOCK MARKET.

16

     We may engage in transactions in the future that could significantly change our structure, ownership, organization or management or the make-up of our board of directors and that could significantly affect the price of our ordinary shares. If we engage in such a transaction or transactions prior to the date we grant the replacement options, our ordinary share price could increase (or decrease) and the exercise price of the replacement options could be higher (or lower) than the exercise price of eligible options you elect to have cancelled as part of this Offer. The exercise price of any replacement options granted to you in return for options you elect to exchange will be the fair market value of our ordinary shares on the replacement grant date. You will be at risk of any increase in our ordinary share price during the period prior to the replacement grant date for these and other reasons.

     Although we are not currently contemplating a merger or similar transaction that could result in a change in control of our Company, we are reserving the right, in the event of a merger or similar transaction, to take any actions we deem necessary or appropriate to complete a transaction that our board of directors believes is in the best interest of our Company and our shareholders. This could include terminating your right to receive replacement options under this Offer. If we were to terminate your right to receive replacement options under this Offer in connection with such a transaction, eligible employees and contractors who have exchanged options for cancellation pursuant to this Offer would not receive options to purchase securities of the acquiror or any other consideration for their options elected for exchange. Instead, your original options will remain outstanding pursuant to their original terms.

     Subject to the foregoing, and except as otherwise disclosed in this Offer, as of the date hereof, we have no plans, proposals or negotiations that relate to or would result in:

     (a) any extraordinary transaction, such as a merger, reorganization or liquidation, involving us or our subsidiary; provided that we may pursue acquisitions or investments in new or complementary products, technologies and businesses;

     (b) any purchase, sale or transfer of a material amount of our assets or the assets of our subsidiary;

     (c) any material change in our present dividend rate or policy, or our indebtedness or capitalization;

     (d) any change in our present board of directors or management, including, but not limited to, any plans or proposals to change the number or the term of directors or to fill any existing board vacancies or to change any material term of the employment contract of any executive officer; provided that we are currently evaluating potential nominees to the board of directors to fill the board seat being vacated by Rob S. Chandra on the earlier to occur of the end of his current term or upon the appointment of a replacement director;

     (e) any other material change in our corporate structure or business;

     (f) our ordinary shares being delisted from any national securities exchange;

     (g) our ordinary shares becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”);

     (h) the suspension of our obligation to file reports pursuant to Section 15(d) of the Securities Exchange Act;

     (i) the acquisition by any person of any of our securities or the disposition of any of our securities; or

     (j) any change in our articles of association, or any actions which could impede the acquisition of control of us by any person.

     NEITHER WE NOR OUR BOARD OF DIRECTORS MAKES ANY RECOMMENDATION AS TO WHETHER YOU SHOULD ELECT TO EXCHANGE YOUR OPTIONS, NOR HAVE WE AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. YOU ARE URGED TO EVALUATE CAREFULLY ALL OF THE INFORMATION PROVIDED IN CONNECTION WITH THIS OFFER. YOU MUST MAKE YOUR OWN DECISION WHETHER TO ELECT TO EXCHANGE YOUR OPTIONS.

3. Procedures for Electing to Exchange Options.

     Proper Exchange of Options. If you currently hold outstanding options that are eligible for the Option Exchange Program, you will receive an e-mail with instructions on how to log into the Option Exchange website on Mellanox’s intranet. The URL for this website is http://portal.yok.mtl.com/system/misc/repricing.php.

17

     This website will contain information about your eligible options and provide instructions on how to submit your outstanding options for exchange. To validly elect to exchange your options pursuant to this Offer, you must, in accordance with the terms of the electronic election form, complete and submit the electronic election form no later than 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009), unless the Offer is extended. You will receive a confirmation by e-mail within 48 hours of your election to participate. If you have technical difficulties with this site, please contact Matthew Gloss, Vice President of Legal Affairs, via e-mail at TenderOffer@mellanox.com to arrange an alternate mode of election.

     If you do not submit your election form by the expiration of this Offer, then you will not participate in the Option Exchange, and all options currently held by you will remain intact at their original price and with their original terms.

     IT IS YOUR RESPONSIBILITY TO ALLOW SUFFICIENT TIME TO ENSURE TIMELY SUBMISSION OF YOUR ELECTION TO US.

     Determination of Validity; Rejection of Options; Waiver of Defects; No Obligation to Give Notice of Defects. We will determine, in our discretion, all questions as to the validity, form, eligibility, including time of receipt, and acceptance of any documentation relating to the tender of options for exchange. Our determination of these matters will be final and binding on all parties. We reserve the right to reject any or all elections to exchange options that we determine are not in appropriate form or that we determine are unlawful to accept or not timely made. We also reserve the right, in our discretion, to waive any of the conditions of this Offer or any defect or irregularity in any election. If we waive any of the conditions of this Offer we will do so for all option holders. No election to exchange options will be deemed to have been properly made until all defects or irregularities have been cured by the electing option holder or waived by us. Neither Mellanox nor any other person is obligated to give notice of any defects or irregularities in elections, nor will anyone incur any liability for failure to give any such notice.

     Our Acceptance Constitutes an Agreement. Your election to exchange options pursuant to the procedures described above constitutes your acceptance of the terms and conditions of this Offer. OUR ACCEPTANCE OF THE OPTIONS THAT YOU ELECT TO EXCHANGE PURSUANT TO THIS OFFER WILL CONSTITUTE A BINDING AGREEMENT BETWEEN US AND YOU UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THIS OFFER.

     Subject to our rights to extend, terminate and amend this Offer, we currently expect that we will accept promptly after the expiration of this Offer all properly elected options that have not been validly withdrawn.

4. Withdrawal Rights.

     You can only withdraw your elected options in accordance with the provisions of this Section 4.

     You can withdraw your elected options at any time on or before 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009) (the “expiration time”). If the expiration time is extended by us, you can withdraw your elected options at any time until the extended expiration of this Offer.

     In addition, although we intend to accept all validly tendered options immediately after the expiration of this Offer, if we have not accepted your options within 40 business days of the commencement of this Offer, you may withdraw your tendered options at any time thereafter.

     To validly withdraw elected options, you must submit a new election form in the same manner as your original election form was submitted that does not select any option grants. We must RECEIVE the new election form before the expiration time.

     Providing us with a properly completed new election form that indicates that option grants that were previously selected for exchange are withdrawn and submitted in the same manner as your original election form will constitute a proper notice of withdrawal. It is your responsibility to confirm that we received your new election form indicating the withdrawal of your elected options before the expiration time. If you elect to withdraw options, you must withdraw all or none of the outstanding options granted to you on the same grant date with the same grant number and at the same exercise price.

     You cannot rescind any withdrawal, and any options you withdraw will thereafter be deemed not properly elected for exchange for purposes of this Offer unless you properly re-elect to exchange those options before the expiration time by following the procedures described in Section 3.

18

     Neither Mellanox nor any other person is obligated to give notice of any defects or irregularities in any election withdrawal, nor will anyone incur any liability for failure to give any such notice. We will determine, in our discretion, all questions as to the form and validity, including time of receipt, of notices or elections of withdrawal. Our determination of these matters will be final and binding.

5. Acceptance of Options for Exchange and Grant of Replacement Options.

     Upon the terms and subject to the conditions of this Offer, including those conditions listed on Schedule A, and promptly following the expiration of this Offer, we will accept for exchange and cancel options that are properly elected for exchange and not validly withdrawn before the expiration time. Once your options have been accepted for exchange, you will receive a confirmation notice promptly following the expiration of this Offer confirming that your options have been accepted for exchange and cancelled.

     If your options are properly elected for exchange and accepted by us, we will cancel your options on the expiration date of this Offer, and you will be granted replacement options on the same date.

     If you are no longer an employee or contractor with Mellanox or an employee or contractor with its majority owned subsidiary, whether voluntarily, involuntarily or for any other reason, before your replacement options are granted, you will not be able to participate in the Option Exchange Program. Also, if you change your place of residence to a country other than a country where this Offer is not prohibited under local regulations, you will not be able to participate in the Option Exchange Program.

     ACCORDINGLY, IF YOU ARE NOT AN ELIGIBLE EMPLOYEE OR CONTRACTOR OF MELLANOX OR AN ELIGIBLE EMPLOYEE OR CONTRACTOR OF ITS MAJORITY OWNED SUBSIDIARY AS DESCRIBED ABOVE ON THE DATE WE GRANT THE REPLACEMENT OPTIONS, EVEN IF YOU HAD ELECTED TO PARTICIPATE IN THE OPTION EXCHANGE AND HAD TENDERED YOUR OPTIONS FOR EXCHANGE, YOUR TENDER WILL AUTOMATICALLY BE DEEMED WITHDRAWN AND YOU WILL NOT PARTICIPATE IN THE OPTION EXCHANGE. YOU WILL RETAIN YOUR OUTSTANDING OPTIONS IN ACCORDANCE WITH THEIR CURRENT TERMS AND CONDITIONS. IN THE CASE OF TERMINATION OF YOUR EMPLOYMENT OR CONTRACTOR SERVICE RELATIONSHIP, YOU MAY EXERCISE YOUR OUTSTANDING OPTIONS DURING A LIMITED PERIOD OF TIME FOLLOWING THE TERMINATION OF EMPLOYMENT OR CONTRACTOR SERVICE RELATIONSHIP IN ACCORDANCE WITH THEIR TERMS TO THE EXTENT THAT THEY ARE VESTED.

     For purposes of this Offer, we will be deemed to have accepted for exchange options that are validly elected for exchange and not properly withdrawn when we give written notice to the option holders of our acceptance for exchange of such options; such notice may be given by press release, e-mail or letter. Subject to our rights to extend, terminate and amend this Offer, we currently expect that you will receive your replacement option as promptly as practicable after the replacement grant date.

6. Price Range of Ordinary Shares Underlying the Options.

     Our ordinary shares are quoted on The Nasdaq Global Select Market under the symbol “MLNX.” The following table shows the quarterly high and low closing sales prices per share of our ordinary shares as quoted on The Nasdaq Global Select Market after our initial public offering in 2007.

	HIGH		LOW
Fiscal Year Ended December 31, 2007
First Quarter	$	23.91	$	14.20
Second Quarter		20.80		13.90
Third Quarter		22.54		14.70
Fourth Quarter		24.27		16.09
Fiscal Year Ending December 31, 2008
First Quarter	$	19.31	$	11.05
Second Quarter		16.99		12.07
Third Quarter		14.22		9.25
Fourth Quarter		9.73		6.42

     As of March 23, 2009, the last reported sale price of our ordinary shares, as reported by The Nasdaq Global Select Market, was $8.98 per share.

19

     WE RECOMMEND THAT YOU OBTAIN CURRENT MARKET QUOTATIONS FOR OUR ORDINARY SHARES BEFORE DECIDING WHETHER TO ELECT TO EXCHANGE YOUR OPTIONS. THE EXERCISE PRICE OF THE REPLACEMENT OPTION WILL BE THE CLOSING SALES PRICE OF OUR ORDINARY SHARES ON THE REPLACEMENT GRANT DATE (OR AS MODIFIED AS REQUIRED UNDER LOCAL TAX LAWS FOR REPLACEMENT OPTIONS GRANTED OUTSIDE THE UNITED STATES).

7. Source and Amount of Consideration; Terms of Replacement Options.

     Consideration. We will grant replacement options, subject to applicable laws and regulations, to purchase ordinary shares under the Global Plan in exchange for outstanding eligible options properly elected for exchange and accepted by us. The number of ordinary shares subject to the replacement options to be granted to each option holder will be determined as follows, subject to adjustments in accordance with the terms of the Global Plan for any share splits, share dividends and other events affecting the ordinary shares.

     The table below shows the number of our ordinary shares subject to the existing outstanding option that you must exchange for each ordinary share subject to the replacement option (the “exchange ratio”), based on the grant price of the existing outstanding option:

Exercise Price		Exchange Ratio
$	13.66 to $16.99		1.10
$	17.00 and above		1.21

     We will not grant any replacement options to purchase fractional shares. Instead, if the exchange ratio yields a fractional amount of shares, we will round down to the nearest whole number of shares with respect to each option on a grant-by-grant basis.

     Terms of Replacement Options. The terms of the replacement options are expected to be substantially similar to the related tendered options cancelled in the exchange, except that:

     (i) the replacement options will be granted on the date that the tendered options are cancelled;

     (ii) the exercise price of the replacement option will be the closing sales price of our ordinary shares on the replacement grant date (or as modified as required under local tax laws for replacement options granted outside the United States);

     (iii) for surrendered options originally granted in 2007, replacement options will be unvested and become vested and exercisable in accordance with the following schedule: one-third (1/3) of the shares subject to each replacement option will vest and become exercisable on the one-year anniversary of the replacement grant date, with the remaining shares vesting and becoming exercisable in equal monthly increments over the 24 months following the first anniversary of the replacement grant date, so that all shares subject to the replacement option will be vested and exercisable on the third anniversary of the replacement grant date; provided that local tax laws may require that you refrain from exercising your replacement options for a period of time in order to receive favorable tax treatment;

     (iv) for surrendered options originally granted in 2008, replacement options will be unvested and become vested and exercisable in accordance with the following schedule: one-fourth (1/4) of the shares subject to each replacement option will vest and become exercisable on the one-year anniversary of the replacement grant date, with the remaining shares vesting and becoming exercisable in equal monthly increments over the 36 months following the first anniversary of the replacement grant date, so that all shares subject to the replacement option will be vested and exercisable on the fourth anniversary of the replacement grant date; provided that local tax laws may require that you refrain from exercising your replacement options for a period of time in order to receive favorable tax treatment;

     (v) the replacement option will expire 10 years from the replacement grant date, subject to earlier expiration of the option upon termination of the employment of the optionee, unless otherwise prohibited under local law; and

     (vi) the number of shares underlying the replacement options will be determined using exchange ratios as described above.

     The terms and conditions of your existing options are set forth in the Global Plan. The description of the replacement options set forth herein is only a summary of some of the material provisions of the Global Plan, but is not complete. These descriptions are

20

subject to, and qualified in their entirety by reference to, the actual provisions of the Global Plan. Information regarding the Global Plan may be found in the registration statements on Form S-8 and related prospectus prepared by us in connection with the Global Plan. Copies of the Global Plan are available on our intranet site at http://portal.yok.mtl.com/system/misc/repricing.php or upon request by contacting Matthew Gloss, Vice President of Legal Affairs, via e-mail at TenderOffer@mellanox.com. Copies will be provided promptly at our expense.

     Exercise. Generally, you may exercise the vested portion of your replacement option at any time. If, however, your employment or contractor service relationship with Mellanox or its majority owned subsidiary terminates prior to any portion of your replacement option becoming vested, you will not be able to exercise any unvested portion of your replacement option. In addition, to preserve the favorable tax treatment of certain options granted outside of the United States, you may need to refrain from exercise for a period of time following the replacement grant date.

     Israeli Tax Consequences of Options. You should refer to Section 15 for a discussion of material Israel income tax consequences of the replacement options, as well as the consequences of accepting or rejecting the replacement options under this Offer.

     U.S. Federal Income Tax Consequences of Options. You should refer to Section 12 for a discussion of all material U.S. federal income tax consequences of the replacement options, as well as the consequences of accepting or rejecting the replacement options under this Offer. You should refer to the relevant tax disclosure discussion under Sections 13 to 18 for a discussion of the tax consequences of participating in this Offer in your country of residence if your country of residence is not the United States.

     Registration of Option Shares. All ordinary shares issuable upon exercise of options under the Global Plan, including the shares that will be issuable upon exercise of all replacement options, have been registered under the Securities Act of 1933, as amended (the “Securities Act”) on one or more registration statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”). Unless you are considered an “affiliate” of Mellanox, you will be able to sell your option shares free of any transfer restrictions under SEC Rule 144 promulgated under the Securities Act.

     IMPORTANT NOTE. THE STATEMENTS IN THIS OFFER CONCERNING THE GLOBAL PLAN AND THE REPLACEMENT OPTIONS ARE MERELY SUMMARIES AND DO NOT PURPORT TO BE COMPLETE. THE STATEMENTS ARE SUBJECT TO, AND ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO, ALL PROVISIONS OF THE GLOBAL PLAN. PLEASE CONTACT US AT MELLANOX TECHNOLOGIES, INC., 350 OAKMEAD PARKWAY, SUITE 100, SUNNYVALE, CALIFORNIA 94085 ATTN: MATTHEW GLOSS OR VISIT OUR WEBPAGE AT http://portal.yok.mtl.com/system/misc/repricing.php TO RECEIVE A COPY OF ANY PLAN OR PROSPECTUS.

8. Information Concerning Mellanox.

     Mellanox is a leading supplier of end-to-end connectivity solutions for servers and storage that optimize data center performance. Mellanox products deliver market-leading bandwidth, performance, scalability, power conservation and cost-effectiveness while converging multiple legacy network technologies into one future-proof solution. For the best in performance and scalability, Mellanox is the choice for Fortune 500 data centers and the world’s most powerful supercomputers.

     Mellanox was incorporated under the laws of Israel in March 1999. Our mailing address and executive offices are located at 350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085. Our phone number is (408) 970-3400. Unless otherwise indicated, references in this Offer to “Mellanox,” “we” and “us” include our subsidiary. We make our filings with the SEC available on the Investor Relations page of our website, “www.mellanox.com,” free of charge.

     Financial Information. The financial information included in our Annual Report on Form 10-K for the year ended December 31, 2008 is incorporated herein by reference. Attached as Schedule C to this Offer Information Document is a summary of our financial statements from our Annual Report on Form 10-K for the year ended December 31, 2008. Please see Section 21 below of this Offer Information Document for instructions on how you can obtain copies of our SEC filings, including filings that contain our financial statements.

     Book Value. We had a book value per share of $6.74 on December 31, 2008 (calculated using the book value of $214,080,000, divided by the number of outstanding shares of 31,774,000 as of December 31, 2008).

21

     Ratio of Earnings to Fixed Charges. The following table sets forth our ratio of earnings to fixed charges for the periods specified:

	Fiscal Year Ended
	December	December
	31, 2007	31, 2008
Ratio of earnings to fixed charges	246	293

     The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. For the purposes of computing the ratio of earnings to fixed charges, earnings consist of income before provision for income taxes plus fixed charges. Fixed charges consist of interest expense, amortization of debt discount and issuance costs on all indebtedness, and the estimated portion of rental expense deemed by the Company to be representative of the interest factor of rental payments under operating leases.

9. Interests of Directors, Officers and Affiliates; Transactions and Arrangements Concerning the Options.

     A list of our directors and executive officers is attached to this Offer Information Document as Schedule B.

     As of March 16, 2009, our executive officers and directors (11 persons) as a group held options outstanding under the Global Plan to purchase a total of approximately 616,852 of our ordinary shares. This number represented approximately 16.1% of the shares subject to all options outstanding under the Global Plan as of that date. As of March 16, 2009, of these outstanding options, approximately 315,578 are eligible for exchange in the Offer. This number represented approximately 12.93% of the shares subject to all eligible options outstanding under Global Plan as of that date.

     Except for outstanding options to purchase ordinary shares and restricted share awards granted from time to time to certain of our employees (including executive officers) and contractors and non-employee directors pursuant to our equity compensation plans and Rule 10b-5 trading plans adopted by certain of our executive officers, and except as set forth in this Offer, neither we nor any person controlling us nor, to our knowledge, any of our directors or executive officers, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the Offer with respect to any of our securities (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations).

     The following table sets forth the beneficial ownership of the Company’s executive officers and directors of options outstanding under the Global Plan and eligible options as of March 16, 2009.

	Options under		Eligible		Percentage of all
	Global Plan		Options		Eligible Options
Name of Beneficial	Beneficially		Beneficially		Beneficially
Owner	Owned		Owned		Owned
Non-employee Directors
Rob S. Chandra		22,856		—		0	%
Irwin Federman		22,856		—		0	%
Thomas Weatherford		22,856		—		0	%
Amal M. Johnson		11,428		—		0	%
Thomas J. Riordan		22,856		—		0	%
Executive Officers (including Employee Directors)
Eyal Waldman		139,578		49,578		2.03	%
Michael Gray		56,808		37,000		1.52	%
Marc Sultzbaugh		159,800		132,000		5.41	%
Michael Kagan		52,588		30,000		1.23	%
Shai Cohen		56,113		37,000		1.52	%
Roni Ashuri		49,113		30,000		1.23	%
All directors and executive officers as a group (11 persons)		616,852		315,578		12.93	%

     The following is a list of the ordinary share and option transactions involving our executive officers and directors during the sixty (60) days prior to and including March 24, 2009:

• On March 3, 2009, Marc Sultzbaugh sold 600 ordinary shares at a per share price of $7.87.

• On March 3, 2009, Marc Sultzbaugh sold 61 ordinary shares at a per share price of $7.84.

22

     Except as otherwise described above, there have been no transactions in options to purchase our ordinary shares or in our ordinary shares which were effected during the past 60 days by Mellanox, or to our knowledge, by any executive officer, director or affiliate of Mellanox.

10. Status of Options Acquired by Us in this Offer; Accounting Consequences of this Offer.

     Options we acquire pursuant to this Offer will be cancelled promptly following the expiration of this Offer, and the ordinary shares subject to those options, excluding shares subject to options held by Covered Employees as defined in the Global Plan, will be returned to the pool of shares available for the grant of replacement options under the Global Plan. To the extent such shares are not fully reserved for issuance upon exercise of the replacement options to be granted in connection with this Offer, the shares will be available for future awards to directors, employees and other eligible plan participants without further shareholder action, except as required by applicable law or the rules of The Nasdaq Global Select Market or any other securities quotation system or stock exchange on which our ordinary shares are then quoted or listed.

     We have adopted the provisions of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (SFAS 123R). Under SFAS 123R, we expect to recognize the incremental compensation cost, if any, of the new option awards granted in the Option Exchange Program. The incremental compensation cost will be measured as the excess, if any, of the fair value of each new option award granted to employees and contractors in exchange for surrendered options, measured as of the date such awards are granted, over the fair value of the original option grant surrendered in exchange for such awards, measured immediately before the exchange. The incremental and remaining compensation expense associated with the Option Exchange Program will be recognized over the service period of such awards. If any portion of the new option awards granted is forfeited prior to the completion of the service condition due to termination of employment or other service relationship, the compensation cost for the forfeited portion of the award will not be recognized.

11. Agreements; Legal Matters; Regulatory Approvals.

     We are not aware of any license or regulatory permit that appears to be material to our business that might be adversely affected by our exchange of options and issuance of replacement options as contemplated by this Offer. If any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, is required for the acquisition or ownership of our options and a procedure for obtaining such approval is practically available, as contemplated herein, we presently contemplate that we will undertake commercially reasonable steps to obtain such approval or take such other action. We are unable to predict whether we may in the future determine that we are required to delay the acceptance of options or not accept options for exchange pending the outcome of any such matter. We cannot assure you that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that the failure to obtain any such approval or other action might not result in adverse consequences to our business. Our obligation under this Offer to accept options tendered for exchange and to issue replacement options for options tendered for exchange is subject to conditions, including the conditions described in Schedule A.

     We may be prohibited by applicable laws or regulations from granting replacement options on the date that we cancel the eligible options accepted for exchange. We are unaware of any such prohibition at this time, and we will use reasonable efforts to effect the grant, but if the grant is prohibited on the expiration date of this Offer, then we will grant the replacement options some time in the future, if at all, and you will not receive any other consideration for the options that you tendered for exchange. YOU SHOULD NOTE THAT IF THE ORDINARY SHARE PRICE HAS INCREASED, THE NEW EXERCISE PRICE OF THE REPLACEMENT OPTIONS MAY BE HIGHER THAN THE OPTIONS ELECTED FOR EXCHANGE.

12. Material U.S. Federal Income Tax Consequences.

     The following is a summary of the material U.S. federal income tax consequences of participating in this Offer for those employees and contractors subject to U.S. federal income tax. This summary does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders.

     The discussion below is based upon provisions of the Internal Revenue Code of 1986, as amended, its legislative history, Treasury Regulations and administrative and judicial interpretations as of the date of the Offer. Those authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those discussed below. The federal, state and local tax consequences of each employee and contractor will depend on that employee’s or contractor’s individual circumstances.

23

     If you are considering participating in this Offer, you should consult your own financial, legal and/or tax advisors concerning the federal, state and local tax consequences in light of your particular situation and any consequences arising under the laws of any other taxing jurisdiction.

     If you are an option holder who chooses to exchange outstanding eligible options for replacement options, you should not be required to recognize income for U.S. federal income tax purposes at the time of the acceptance and amendment of such options. We believe that the acceptance and amendment of options will be treated as a non-taxable event for you.

     If you are an option holder who chooses to exchange outstanding non-qualified stock options for replacement, your replacement options will be non-qualified stock options for purposes of U.S. tax law. If you are an option holder who chooses to exchange outstanding incentive stock options for replacement, your replacement options will be incentive stock options to the maximum extent permitted under U.S. tax law. To the extent your replacement options exceed the limits for incentive stock options under applicable law, the portion of your replacement options that exceed such limits will be non-qualified stock options for purposes of U.S. tax law. Under current law, an option holder generally will not realize taxable income upon the grant of a non-qualified stock option or an incentive stock option. However, when an option holder exercises a non-qualified stock option, the difference between the exercise price of the option and the fair market value of the shares subject to the option on the date of exercise will be compensation income taxable to the option holder. If you were an employee at the time of the grant of the option, any income recognized upon exercise of a non-qualified stock option generally will constitute wages for which withholding will be required. When an option holder exercises an incentive stock option, the option holder will not recognize any income for U.S. tax purposes, but the difference between the exercise price of the option and the fair market value of the shares subject to the option on the date of exercise will be reported as an item of adjustment for alternative minimum tax purposes.

     We generally will be entitled to a deduction equal to the amount of compensation income taxable to the option holder if we comply with eligible reporting requirements.

     Upon disposition of the shares acquired upon exercise of a non-qualified option, any gain or loss is treated as capital gain or loss. Upon disposition of the shares acquired upon exercise of an incentive stock option, if the shares have been held until the later of the second anniversary of the replacement grant date or the first anniversary of the date of exercise, any gain or loss from the exercise price initially paid will be treated as capital gain or loss. If the shares have been held for a shorter period, the difference between the exercise price paid for the shares and the fair market value of the shares on the date of exercise will be treated as ordinary income and any additional gain or loss will be reported as a capital gain or loss.

     IF YOU RESIDE OUTSIDE THE UNITED STATES THE INFORMATION CONTAINED IN SECTIONS 13 TO 18 MAY BE APPLICABLE TO YOU. YOU ARE ADVISED TO REVIEW THE COUNTRY SPECIFIC DISCLOSURES BELOW AND TO CONSULT WITH AN APPROPRIATE PROFESSIONAL ADVISOR AS TO HOW LOCAL TAX OR OTHER LAWS OF YOUR COUNTRY OF RESIDENCE APPLY TO YOUR SPECIFIC SITUATION.

     PLEASE NOTE THAT TAX LAWS CHANGE FREQUENTLY AND VARY WITH INDIVIDUAL CIRCUMSTANCES AND INDIVIDUAL FOREIGN JURISDICTIONS. PLEASE CONSULT A TAX ADVISOR TO DETERMINE THE TAX CONSIDERATIONS RELEVANT TO YOUR PARTICIPATION IN THE OFFER.

13. Material Tax Consequences for Employees and Contractors who are Tax Residents in Argentina.

     The following is a summary of the material Argentinean income tax consequences of participating in this Offer for those employees and contractors subject to Argentinean income tax. This summary does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders.

     Argentinean tax laws and authorities may be changed, perhaps retroactively, so as to result in Argentinean income tax consequences different from those discussed below. The tax consequences of each employee and contractor will depend on that employee’s or contractor’s individual circumstances.

     If you are considering participating in this Offer, you should consult your own financial, legal and/or tax advisors concerning the Argentinean tax consequences in light of your particular situation and any consequences arising under the laws of any other taxing jurisdiction.

24

     Option Exchange. It is unlikely that you will be subject to any taxation issues as a result of the cancellation of your outstanding option in exchange for the right to receive a replacement option.

     Grant of Replacement Option. You will not be subject to tax when the replacement option is granted to you.

     Exercise of Replacement Option. You will be subject to income and social tax on the excess of the fair market value of the shares on the date of exercise over the exercise price.

     Sale of Shares. You will not be subject to income tax at the time of sale.

     Dividends. If you exercise your new options to purchase shares, you may be entitled to receive dividends. You will be subject to tax in Argentina on any dividends received. You will also be subject to U.S. federal income withholding tax. You may be entitled to a foreign tax credit against your Argentina income tax for the U.S. federal income tax withheld.

     Withholding and Reporting. Withholding and reporting for income and social tax by your employer may be required when you exercise your new options. You will be responsible for paying any difference between the actual tax liability and the amount withheld. It is your responsibility to report and pay the tax liability on any dividends received.

14. Material Tax Consequences for Employees and Contractors who are Tax Residents in India.

     The following is a summary of the material Indian income tax consequences of participating in this Offer for those employees and contractors subject to Indian income tax. This summary does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders.

     Indian tax laws and authorities may be changed, perhaps retroactively, so as to result in Indian income tax consequences different from those discussed below. The tax consequences of each employee and contractor will depend on that employee’s or contractor’s individual circumstances.

     If you are considering participating in this Offer, you should consult your own financial, legal and/or tax advisors concerning the Indian tax consequences in light of your particular situation and any consequences arising under the laws of any other taxing jurisdiction.

     Option Exchange. The Indian tax laws provide for the levy of Fringe Benefit Tax (“FBT”) on the fringe benefits provided by an employer to its employees. As a result, an FBT liability will arise to the Company on the stock options provided to its employees. No FBT liability should arise with respect to options granted to the Company’s Indian contractors unless the Indian tax authorities take the position that a contractor should be classified as an employee, in which case FBT liability could arise.

     The FBT regime on stock options is a recent development for which the treatment of, among other things, option exchanges is not entirely clear. There is a risk that the tax authorities may consider the surrender of the old vested options as a deemed exercise of old options and accordingly, may levy FBT on the surrender of the vested options. It is also possible that the FBT could be levied on the vested options upon exchange for replacement options. It is, however, unlikely that there will be any incidence of FBT on the cancellation of the unvested options.

     Grant of Replacement Option. The tax authorities may allege that the surrender of options and grant of replacement options in lieu of the surrendered options would result in extinguishment of a right giving rise to a capital gains tax event. While there may be arguments against this position, a contrary view has not yet been accepted by the tax authorities. Further, there may be a different view in the case of unvested options. In the event tax is levied on the grant of replacement options, the capital gains tax rate could be reduced to 22.66% for options held for more than three years; otherwise the gain would be subject to tax at your marginal tax rate (maximum rate of 33.99%).

     Exercise of Replacement Option. Under the Finance Act of 2007 (the “Finance Act”), when you exercise the new options, the Company will be subject to FBT on the difference between the exercise price and the fair market value of the shares as determined by a Category 1 Merchant Banker at vesting because stock options and other equity awards are now characterized as fringe benefits. As permitted by the Finance Act, the Company may choose to recover the liability for the FBT from you, in which case you will be liable to pay the Company the amount of FBT based on the difference between the exercise price and the fair market value of the shares as determined by a Category 1 Merchant Banker at vesting when you exercise the new options.

25

     Because of the way the FBT is calculated, no FBT will be due if the fair market value of the shares at vesting is less than the exercise price of the new options. On the other hand, if the fair market value of the shares at vesting is greater than the exercise price of the new options and the fair market value of the shares decreases between vesting and exercise such that it is below the exercise price, you will be liable for FBT on an amount greater than the benefit you will receive at exercise.

     Further, if the tax authorities levy FBT on the surrender of the vested options, then the fair market value of said options on the date of surrender may be considered as the exercise price, eligible for deduction for purposes of computing the FBT at the time of surrender of the options. The foregoing would be applicable only where the FBT has been levied on the vested old options at the time of surrender due to a deemed exercise and not in the case of unvested old options.

     Note that the amount of FBT payable by you will be based on the general FBT rate (i.e., 33.99%).

     You will not be subject to provident fund contributions or other social insurance contributions when you exercise the new options.

     Sale of Shares. When you sell the shares acquired at exercise of the new options, you will be subject to capital gains tax. The taxable amount will be the difference between the sale price and the fair market value (as defined for purposes of Indian tax authorities) of the shares at vesting, used for purposes of calculating the FBT thereon. If you hold the shares for more than 12 months after exercise, you will be taxed at the more favorable long-term capital gains tax rate of 22.66% (including surcharge and education assessment). If you hold the shares for 12 months or less after exercise, you will be taxed at the short-term capital gains tax rate (which is the same as your progressive income tax rate).

     Withholding and Reporting. The Company may withhold and report FBT when you exercise the new options. You are responsible for reporting and paying any tax resulting from the sale of your shares.

     Exchange Control Information. To the extent required by law, you must repatriate to India the proceeds of any shares sold and convert the proceeds to local currency within a reasonable period of time (but not later than 90 days after the sale). If required by law, you must also obtain evidence of the repatriation of funds in the form of a foreign inward remittance certificate (“FIRC”) from the bank where you deposited the foreign currency and you must deliver a copy of the FIRC to the Company.

     Since exchange control regulations can change frequently and without notice, you should consult your personal legal advisor before selling your shares to ensure compliance with current regulations. It is your responsibility to comply with exchange control laws in India, and the Company will not be liable for any fines or penalties resulting from your failure to comply with applicable local laws.

15. Material Tax Consequences for Employees who are Tax Residents in Israel.

     The following is a summary of the material Israeli income tax consequences of participating in this Offer for those employees subject to Israeli income tax. This summary does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders.

     Israeli tax laws and authorities may be changed, perhaps retroactively, so as to result in Israeli income tax consequences different from those discussed below. The tax consequences of each employee will depend on that employee’s individual circumstances.

     If you are considering participating in this Offer, you should consult your own financial, legal and/or tax advisors concerning the Israeli tax consequences in light of your particular situation and any consequences arising under the laws of any other taxing jurisdiction.

     Option Exchange. In general, an exchange of options is considered a taxable event for Israeli tax purposes. The exchange of options may also trigger National Insurance and Health Tax obligations. A tax pre-ruling is being sought from the Israel Tax Authority to confirm that the Option Exchange will not be treated as a taxable event and that no tax will be payable at the time of the exchange. We have also requested that the tax pre-ruling characterize part or all of the gains eventually realized from replacement options granted in exchange for eligible options that have not met the prerequisites of the Capital Gains Track (i.e., option grants made between the dates February 7, 2007 and November 6, 2008 (“Non Section 102 Qualified Grants”), which, in the absence of a special tax ruling, will be subject to taxation at marginal income tax rates) to be eligible for tax benefits under the Capital Gains Track from the replacement grant date onward; provided, however, that even if a favorable tax pre-ruling is granted with respect to this issue, it is

26

expected that part of the income from some or all of the replacement options (particularly those replacement options issued in exchange for Non Section 102 Qualified Grants that have vested as of the replacement grant date) will nevertheless be classified as ordinary income and subject to National Insurance and Health Tax deductions. The tax pre-ruling, if granted, is expected to provide that replacement options granted under the Capital Gains Track to Israeli employees will be subject to a new 24-month trust holding period commencing as of the replacement grant date, which means that if you exercise your replacement option granted under the Capital Gains Track and sell the shares issued upon exercise of the replacement option after the date that is 24 months from the replacement grant date, your gains will generally be taxable as capital gains, and if you sell the shares prior to such date, the gains will be taxed as employment income.

     There is no assurance that a tax pre-ruling will be issued by the Israel Tax Authority, or, if issued, upon what terms. If the tax pre-ruling request is not granted or is granted on terms different than those requested, you may be liable for the tax due in connection with the exchange of options that are vested as of the replacement grant date. It is recommended that you seek professional tax advice with respect to your specific tax situation prior to making a decision with respect to the exchange. In case that no tax pre-ruling is obtained, the following may be the tax consequences as a result of the exchange of the eligible options pursuant to the Offer.

     Cancellation of Eligible Option and Grant of Replacement Option. You may be subject to tax, National Insurance and Health Tax on the date of cancellation of the eligible option and when the replacement option is granted to you. In such instance, your gain from the exchange will be calculated on the basis of the imputed value of the surrendered options, as determined by the Black-Scholes or similar valuation model, or as otherwise determined by the Israel Tax Authority, and such gain will be subject to tax in accordance with the provisions of Section 102 of the Israeli Income Tax Ordinance as if the surrendered option had been sold on the replacement grant date. It is recommended that you seek professional tax advice with respect to your specific tax situation.

     Exercise of Replacement Option. You may be subject to income and National Insurance and Health Tax at the time you exercise your replacement option. It is recommended that you seek professional tax advice with respect to your specific tax situation.

     Sale of Shares. You will likely be subject to income tax at the time you sell your shares. It is recommended that you seek professional tax advice with respect to your specific tax situation.

     Withholding and Reporting. Withholding and reporting for income and social tax purposes will be completed when required. You will be responsible for paying any difference between the actual tax liability and the amount withheld. It is your responsibility to pay the tax liability, National Insurance and Health Tax.

16. Material Tax Consequences for Employees and Contractors who are Tax Residents in Japan.

     The following is a summary of the material Japanese income tax consequences of participating in this Offer for those employees and contractors subject to Japanese income tax. This summary is based on the law in effect in Japan as of March 2009. This summary is general in nature and does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders. Japanese tax laws and authorities may be changed, perhaps retroactively, so as to result in Japanese income tax consequences different from those discussed below. The tax consequences of each employee and contractor will depend on that employee’s or contractor’s individual circumstances.

     If you are a citizen or resident of more than one country, or are considered a resident of more than one country for local law purposes, the information contained in this summary may not be applicable to you.

     If you are considering participating in this Offer, you should consult your own financial, legal and/or tax advisors concerning the Japanese tax consequences in light of your particular situation and any consequences arising under the laws of any other taxing jurisdiction.

     Option Exchange. Japanese tax law does not clearly address the tax consequences of an option for option exchange such as this Option Exchange, under which your existing options will be cancelled and replacement options granted. You likely will not be subject to tax as a result of the exchange of eligible options for the replacement options or on the grant of replacement options pursuant to the exchange, but this result is not certain given the lack of authority. Please consult your personal tax advisor regarding the tax consequences of accepting this offer.

27

     Grant of Replacement Option. Although the tax treatment of the grant of replacement options upon cancellation of your eligible options is uncertain in Japan, under the current practice of the tax authorities, you likely will not be subject to tax when the replacement options are granted to you.

     Exercise of Replacement Option. Assuming you were not subject to tax at the time of the exchange (which is likely), when you exercise your replacement options, you will be taxed on the fair market value of the shares on the date of exercise less the exercise price. The fair market value of the shares acquired upon the exercise of your replacement options will likely be treated as remuneration income, if you are an employee of the Company or, in most cases, as business income, if you are a bona fide independent contractor for the Company and the options are granted in connection with your business of acting as an independent contractor. Please note that if you are an independent contractor, the size of your business may affect whether your income from exercise of your replacement options will be treated as business income or miscellaneous income. Income characterized as remuneration income, in the case of an employee, and business income, in the case of an independent contractor, will be taxed at the marginal rate. You likely will not be subject to social insurance contributions at exercise. If you were subject to tax at the time of the exchange, the tax results may be different. Please consult your personal tax advisor regarding the tax consequences of exercise in light of the taxation of accepting this offer.

     Sale of Shares. When you sell the shares acquired upon the exercise of your replacement options, you generally will be subject to capital gains tax at a flat rate of 20%. The taxable amount will be the difference between the sale price and the fair market value of the shares on the date of exercise. You may be eligible for a reduced flat tax rate of 10%, as opposed to the standard flat rate of 20%, depending upon the circumstances of the sale (e.g., whether you sell the shares through a broker licensed in Japan). Please consult your personal tax advisor to determine whether you are eligible for a reduced rate.

     Withholding and Reporting. Your employer is not required to withhold or report income tax when you exercise your replacement options. You are solely responsible for filing a personal tax return and reporting and paying any taxes resulting from the Offer, exercise of the replacement options and the sale of shares. Please note that the Japanese tax authorities are aware that employees of Japanese affiliates of non-Japanese companies may earn substantial income as a result of their participation in equity incentive plans, and they are systematically auditing the tax returns of such employees to confirm that they have correctly reported the resulting income.

     Exchange Control Information. If you acquire shares valued at more than ¥100,000,000 in a single transaction, you must file a Securities Acquisition Report with the Ministry of Finance through the Bank of Japan within 20 days of the purchase of the shares.

17. Material Tax Consequences for Employees and Contractors who are Tax Residents in Taiwan.

     The following is a summary of the material Taiwanese income tax consequences of participating in this Offer for those employees and contractors subject to Taiwanese income tax. This summary does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders.

     Taiwanese tax laws and authorities may be changed, perhaps retroactively, so as to result in Taiwanese income tax consequences different from those discussed below. The tax consequences of each employee and contractor will depend on that employee’s or contractor’s individual circumstances.

     If you are considering participating in this Offer, you should consult your own financial, legal and/or tax advisors concerning the Taiwanese tax consequences in light of your particular situation and any consequences arising under the laws of any other taxing jurisdiction.

     Option Exchange. It is unlikely that you will be subject to any taxation issues as a result of the cancellation of your outstanding option in exchange for the right to receive a replacement option.

     Grant of Replacement Option. You will not be subject to tax when the replacement option is granted to you.

     Exercise of Replacement Option. When you exercise the replacement option, you may be subject to income tax on the gain at exercise, calculated as the difference between the fair market value of the shares on the date of exercise and the exercise price.

28

     Sale of Shares. When you subsequently sell the shares acquired upon the exercise of your replacement option, starting January 1, 2010, offshore income of Taiwan tax residents will be subject to alternative minimum tax.

     Withholding and Reporting. The Company is required to report income from the exercise of stock options before January 31 of the next year following exercise of stock options. The Company is also required to send you a copy of non-withholding certificate for the income concerned before February 10. However, it is your sole obligation to include the income in your personal income tax return and pay income tax accordingly even without receipt of the non-withholding certificate.

18. Material Tax Consequences for Contractors who are Tax Residents in the United Kingdom.

     The following is a summary of the material United Kingdom income tax consequences of participating in this Offer for those contractors subject to United Kingdom income tax. This summary does not discuss all of the tax consequences that may be relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders.

     United Kingdom tax laws and authorities may be changed, perhaps retroactively, so as to result in United Kingdom income tax consequences different from those discussed below. The tax consequences of each contractor will depend on that contractor’s individual circumstances.

     If you are considering participating in this Offer, you should consult your own financial, legal and/or tax advisors concerning the United Kingdom tax consequences in light of your particular situation and any consequences arising under the laws of any other taxing jurisdiction.

     Option Exchange. It is unlikely that you will be subject to any taxation issues as a result of the cancellation of your outstanding option in exchange for the right to receive a replacement option.

     Grant of Replacement Option. You will not be subject to tax when the replacement option is granted to you.

     Exercise of Replacement Option. You will be subject to income tax and employee national insurance contributions (“NICs”) when you exercise the replacement option. The taxable amount will be the difference between the fair market value of the shares on the date of exercise and the exercise price. Income Tax will be due at your normal tax rate.

     You are responsible for accounting to HMRC for the income tax and NICs due on exercise of the replacement option.

     Sale of Shares. When you sell the shares acquired at exercise of the replacement option, you will be subject to capital gains tax. The taxable amount will be the difference between the sale price and the fair market value of the shares on the date of exercise. However, capital gains tax is only payable to the extent your total capital gain in the tax year exceeds your annual personal exemption (£9,600 for the tax year April 6, 2008 to April 5, 2009). The current applicable tax rate is 18%.

     Withholding and Reporting. You are responsible for reporting the exercise of the replacement option and for reporting and paying any tax resulting from the sale of shares.

19. Extension of Offer; Termination; Amendment.

     We expressly reserve the right, in our discretion, at any time and from time to time, and regardless of whether or not any event set forth in Schedule A has occurred or is deemed by us to have occurred, to extend the period of time during which this Offer is open, and thereby delay the acceptance for exchange of any options, by giving oral or written notice of such extension to the option holders eligible to participate in the exchange or making a public announcement thereof.

     We also expressly reserve the right, in our discretion, before the expiration time, to terminate or amend this Offer and to postpone our acceptance and cancellation of any options elected for exchange upon the occurrence of any of the conditions specified in Schedule A by giving oral or written notice of such termination, amendment or postponement to the option holders eligible to participate in the exchange and making a public announcement thereof. We will return the options elected for exchange promptly after termination or withdrawal of an offer to exchange.

29

     Subject to compliance with applicable law, we further reserve the right, in our discretion, and regardless of whether any event set forth in Schedule A has occurred or is deemed by us to have occurred, to amend this Offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in this Offer to option holders or by decreasing or increasing the number of options being sought in this Offer.

     Amendments to this Offer may be made at any time and from time to time by public announcement of the amendment. In the case of an extension, the amendment must be issued no later than 6:00 a.m. U.S. Pacific Time (4:00 p.m. Israeli Time) on the next U.S. business day after the last previously scheduled or announced expiration time. Any public announcement made pursuant to this Offer will be disseminated promptly to option holders in a manner reasonably designed to inform option holders of such change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we have no obligation to publish, advertise or otherwise communicate any such public announcement.

     If we materially change the terms of this Offer or the information concerning this Offer, or if we waive a material condition of this Offer, we will extend this Offer. Except for a change in price or a change in percentage of securities sought, the amount of time by which we will extend this Offer following a material change in the terms of this Offer or information concerning this Offer will depend on the facts and circumstances, including the relative materiality of such terms or information. If we decide to take any of the following actions, we will publish a notice or otherwise notify you of such action in writing after the date of such notice:

          (a) we increase or decrease the amount of consideration offered for the options;

          (b) we decrease the number of options eligible to be elected for exchange in this Offer; or

(c) we increase the number of options eligible to be elected for exchange in this Offer by an amount that exceeds two percent of the ordinary shares issuable upon exercise of the options that are subject to this Offer immediately prior to the increase;

and if this Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth U.S. business day from, and including, the date that notice of such increase or decrease is first published, sent or given in the manner specified in this Section 19 of this Offer Information Document, we will extend the Offer so that the Offer is open at least ten U.S. business days following the publication, sending or giving of notice.

20. Fees and Expenses.

     We will not pay any fees or commissions to any broker, dealer or other person for soliciting elections to exchange options pursuant to this Offer.

21. Additional Information.

     We recommend that, in addition to this Offer Information Document and the Election Form, you review the following materials that we have filed with the SEC before making a decision on whether to elect to exchange your options:

     (a) Mellanox’s Annual Report on Form 10-K for the period ended December 31, 2008 (File No. 001-33299, filed with the SEC on March 12, 2009.

     (b) Mellanox’s Form S-8 (File No. 333-140581) (registering shares to be issued under the Global Plan), filed with the SEC on February 9, 2007.

     (c) Mellanox’s Form S-8 (File No. 333-152174) (registering additional shares to be issued under the Global Plan), filed with the SEC on July 8, 2008.

     (d) Mellanox’s Form S-8 (File No. 333-157931) (registering additional shares to be issued under the Global Plan), filed with the SEC on March 13, 2009.

     (e) Exhibit 10.10 to Mellanox’s Form S-1/A (File No. 333-137659) (presenting the Global Plan), filed with the SEC on November 14, 2006.

30

     (f) The Description of Authorized Share Capital included in Mellanox’s Registration Statement on Form S-1 filed with the SEC on September 28, 2006, including any amendments or reports we file or have filed for the purpose of updating that description.

     These filings, our other annual, quarterly and current reports, our proxy statements and our other SEC filings may be examined, and copies may be obtained, at the following SEC public reference room:

100 F Street NE
Room 1580
Washington, D.C. 20549

     You may obtain information on the operation of the public reference room by calling the SEC at (202) 551-8090.

     Our SEC filings are also available to the public on the SEC’s internet site at http://www.sec.gov.

     Our ordinary shares are quoted on The Nasdaq Global Select Market under the symbol “MLNX.”

     We will also provide, without charge, to each person to whom a copy of this Offer Information Document is delivered, upon the written or oral request of any such person, a copy of any or all of the documents to which we have referred you, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests should be directed to:

Mellanox Technologies, Inc.
Attention: Matthew Gloss, Vice President of Legal Affairs
350 Oakmead Parkway, Suite 100
Sunnyvale, California 94085

or via e-mail at TenderOffer@mellanox.com.

     As you read the foregoing documents, you may find some inconsistencies in information from one document to another. If you find inconsistencies between the documents, or between a document and this Offer Information Document, you should rely on the statements made in the most recent document.

     The information contained in this Offer Information Document about Mellanox should be read together with the information contained in the documents to which we have referred you.

22. Miscellaneous.

     This Offer Information Document and our SEC reports referred to above include “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of such terms or other comparable terminology. These statements involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. These factors include, among other things, those listed in our most recently filed report on Form 10-K or Form 10-Q.

     The safe harbor provided in the Private Securities Litigation Reform Act of 1995, by its terms, does not apply to statements made in connection with this Offer.

     We are not aware of any jurisdiction where the making of this Offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of this Offer is not in compliance with any valid applicable law, we will make a good faith effort to comply with such law. If, after such good faith effort, we cannot comply with such law, this Offer will not be made to, nor will elections to exchange options be accepted from or on behalf of, the option holders residing in such jurisdiction.

31

     WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD ELECT TO EXCHANGE OR REFRAIN FROM EXCHANGING YOUR OPTIONS PURSUANT TO THIS OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR OTHER INFORMATION TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFER OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DOCUMENT OR IN THE RELATED ELECTION CONCERNING EXCHANGE OF OPTIONS FORM. IF ANYONE MAKES ANY RECOMMENDATION OR REPRESENTATION TO YOU OR GIVES YOU ANY INFORMATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, REPRESENTATION OR INFORMATION AS HAVING BEEN AUTHORIZED BY US.

Mellanox Technologies, Ltd.
March 24, 2009, as amended April 2, 2009

32

SCHEDULE A

CONDITIONS OF THIS OFFER

     Notwithstanding any other provision of this Offer, we will not be required to accept any options elected for exchange, and we may terminate or amend this Offer, or postpone our acceptance and cancellation of any options elected for exchange, in each case subject to certain limitations, if at any time on or after March 24, 2009 and prior to the expiration of this Offer, currently scheduled to be 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009), any of the following events has occurred, or in our discretion, has been determined by us to have occurred, regardless of the circumstances giving rise thereto, other than acts or omissions to act by us:

     (a) there shall have been threatened or instituted or be pending any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, before any court, authority, agency or tribunal that directly or indirectly challenges the making of this Offer, the acquisition of some or all of the options elected for exchange pursuant to this Offer or the issuance of replacement options;

     (b) there shall have been any action threatened, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to this Offer or us, by any court or any authority, agency or tribunal that would or might directly or indirectly:

     (i) make the acceptance for exchange of, or issuance of replacement options for, some or all of the options elected for exchange illegal or otherwise restrict or prohibit consummation of this Offer;

     (ii) delay or restrict our ability, or render us unable, to accept for exchange or issue replacement options for some or all of the options elected for exchange; or

     (iii) materially and adversely affect the business, condition (financial or otherwise), assets, income, operations, prospects or share ownership of Mellanox;

     (c) there shall have occurred:

     (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market;

     (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory;

     (iii) the commencement or escalation of a war, armed hostilities or other international or national crisis directly or indirectly involving the United States or Israel;

     (iv) any limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or any event that might affect, the extension of credit by banks or other lending institutions in the United States or Israel;

     (v) any decrease of greater than 50% of the market price of our ordinary shares or any change in the general political, market, economic or financial conditions in the United States, Israel or elsewhere that could have a material adverse effect on the business, condition (financial or otherwise), operations or prospects of Mellanox or on the trading in our ordinary shares;

     (vi) in the case of any of the foregoing existing at the time of the commencement of this Offer, a material acceleration or worsening thereof; or

     (vii) any decline in the Dow Jones Industrial Average, the Standard and Poor’s Index of 500 Companies, the Nasdaq-100 Index or the TA-100 Index by an amount in excess of 10% measured during any time period after the close of business on March 24, 2009;

     (d) there shall have occurred any change in generally accepted accounting standards which could or would require us for financial reporting purposes to record compensation expense against our earnings in connection with this Offer;

1

     (e) a tender or exchange offer with respect to some or all of our ordinary shares, or a merger or acquisition proposal for us, shall have been proposed, announced or made by another person or entity or shall have been publicly disclosed, or we shall have learned that:

     (i) any person, entity or group within the meaning of Section 13(d)(3) of the Securities Exchange Act shall have acquired or proposed to acquire beneficial ownership of more than 5% of the outstanding ordinary shares, or any new group shall have been formed that beneficially owns more than 5% of the outstanding ordinary shares, other than any such person, entity or group that has filed a Schedule 13D or Schedule 13G with the SEC on or before March 24, 2009;

     (ii) any such person, entity or group that has filed a Schedule 13D or Schedule 13G with the SEC on or before March 24, 2009 shall have acquired or proposed to acquire beneficial ownership of an additional 1% or more of the outstanding ordinary shares; or

     (iii) any person, entity or group shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or made a public announcement reflecting an intent to acquire us or any of our assets or securities; or

     (f) any change or changes shall have occurred in our business, condition (financial or otherwise), assets, income, operations, prospects or share ownership that, in our reasonable judgment, is having or may have a material adverse effect on us.

     The conditions to this Offer are for our benefit. We may assert them in our discretion regardless of the circumstances giving rise to them before the expiration time. We may waive them, in whole or in part, at any time and from time to time prior to the expiration time, in our discretion, whether or not we waive any other condition to this Offer. Our failure at any time to exercise any of these rights will not be deemed a waiver of any such rights. The waiver of any of these rights with respect to particular facts and circumstances will not be deemed a waiver with respect to any other facts and circumstances. Any determination we make concerning the events described in this Schedule A will be final and binding upon all persons.

2

SCHEDULE B

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF
MELLANOX TECHNOLOGIES, LTD.

     The directors and executive officers of Mellanox and their positions and offices as of March 24, 2009 are set forth in the following table:

NAME	POSITIONS AND OFFICES HELD
Eyal Waldman	Director; President, Chief Executive Officer and Chairman of the Board of Directors
Rob S. Chandra	Director
Irwin Federman	Director
Amal M. Johnson	Director
Thomas J. Riordan	Director
Thomas Weatherford	Director
Michael Gray	Chief Financial Officer
Michael Kagan	Chief Technology Officer and Vice President Architecture
Roni Ashuri	Vice President of Engineering
Shai Cohen	Vice President of Operations
Marc Sultzbaugh	Vice President of Worldwide Sales

     Unless otherwise noted, the address of each director and executive officer is: c/o Mellanox Technologies, Inc., 350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085.

1

SCHEDULE C

SUMMARY FINANCIAL STATEMENTS OF MELLANOX TECHNOLOGIES, LTD.

Selected Financial Data

     The following selected consolidated financial data should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2008 incorporated by reference in this document. The consolidated statement of operations data for the years ended December 31, 2008 and 2007, and the consolidated balance sheet data as of December 31, 2008 and 2007 have been derived from our audited consolidated financial statements incorporated by reference in this document.

	Year Ended December 31,
	2008			2007
	(In thousands, except per share data)
Consolidated Statement of Operations Data:
Total revenues	$	107,701		$	84,078
Cost of revenues		(23,406	)		(21,390	)
Gross profits		84,295			62,688
Operating expenses:
Research and development		39,519			24,638
Sales and marketing		15,058			12,739
General and administrative		8,370			6,229
Total operating expenses		62,947			43,606
Income from operations		21,348			19,082
Other income, net		3,823			5,976
Income before taxes on income		25,171			25,058
Benefit from (provision for) taxes on income		(2,800	)		10,530
Net income	$	22,371		$	35,588
Net income per share — basic	$	0.71		$	1.28
Net income per share — diluted	$	0.68		$	1.18
Shares used to compute net income per share		31,436			27,827
Shares used to compute diluted net income per share		32,843			30,201

	December 31,
	2008		2007
	(In thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	110,153	$	100,650
Short-term investments		70,855		52,231
Accounts receivable, net		23,399		17,353
Total current assets		222,017		190,160
Property and equipment, net		10,386		8,449
Severance assets		3,407		3,152
Total long-term assets		22,754		12,240
Total assets		244,771		202,400
Accounts payable		8,265		6,703
Other accrued liabilities		14,103		11,282
Total current liabilities		23,085		19,545
Accrued severance		5,042		4,058
Total long-term liabilities		7,606		5,738
Total shareholders’ equity		214,080		177,117
Total liabilities and shareholders’ equity	$	244,771	$	202,400

1

EX-99.(A)(1)(II)

EXHIBIT (a)(1)(ii)

SUMMARY OF OPTION EXCHANGE PROGRAM

     Below is a summary of some aspects of the option exchange program (the “Option Exchange Program”) that should help familiarize you with the principal terms. We believe this program is potentially very important to you and urge you to take the time to study the materials and make an informed decision about whether or not to participate. If you do nothing, you will be making a decision not to participate and you will retain your current options under their current terms and conditions.

• You may only exchange outstanding options granted under the Global Plan, with an exercise price greater than $13.65.

• The number of new options that you receive will be based on an exchange ratio pursuant to the Offer terms.

• For surrendered options originally granted in 2007, replacement options will be unvested and become vested and exercisable in accordance with the following schedule: one-third (1/3) of the shares subject to each replacement option will vest and become exercisable on the one-year anniversary of the replacement grant date, with the remaining shares vesting and becoming exercisable in equal monthly increments over the 24 months following the first anniversary of the replacement grant date, so that all shares subject to the replacement option will be vested and exercisable on the third anniversary of the replacement grant date. For surrendered options originally granted in 2008, replacement options will be unvested and become vested and exercisable in accordance with the following schedule: one-fourth (1/4) of the shares subject to each replacement option will vest and become exercisable on the one-year anniversary of the replacement grant date, with the remaining shares vesting and becoming exercisable in equal monthly increments over the 36 months following the first anniversary of the replacement grant date, so that all shares subject to the replacement option will be vested and exercisable on the fourth anniversary of the replacement grant date. As described in the Offer Information Document, we are seeking a tax pre-ruling from the Israel Tax Authority with respect to the Option Exchange Program. The tax pre-ruling, if granted, is expected to provide that in order to receive the benefits of the Capital Gains Track with respect to the replacement options issued in exchange for surrendered options which were subject to the Capital Gains Track as of the replacement grant date, a new 24-month trust holding period shall be imposed, commencing as of the replacement grant date, which means that if you exercise your replacement option granted under the Capital Gains Track and sell the shares issued upon exercise of the replacement option after the date that is 24 months from the replacement grant date, your gains will generally be taxable as capital gains, and if you sell the shares prior to such date, the gains will be taxed as employment income.

• Your new option will expire 10 years from the replacement grant date, subject to earlier expiration of the option upon termination of the employment of the optionee, unless otherwise prohibited under local law.

• Your new options will be treated as non-qualified stock options for U.S. federal income tax purposes, except that to the extent your surrendered options were treated as incentive stock options then, to the maximum extent permitted by applicable law, your replacement options will be treated as incentive stock options for U.S. federal income tax purposes.

     The Option Exchange Program is being made under the terms and subject to the conditions of the Offer Information Document and the related Election Form. You should carefully read all of these documents before you decide whether to participate in the Option Exchange Program.

     We have attempted to anticipate many of the questions you may have regarding the terms of the Option Exchange Program and have included some frequently asked questions as part of the Offer Information Document. Participation is completely voluntary. Participating in the Offer involves risks that are discussed in the Offer Information Document. If you choose not to participate, you will retain your current options under their current terms and conditions.

     To participate in the Option Exchange Program, you must access the Offer website at http://portal.yok.mtl.com/system/misc/repricing.php and follow the instructions on the Offer website. The Offer website will also provide you with certain information about your eligible options, including the grant date, the exercise price, the number of underlying shares and the election alternatives available to you.

     If you are not able to submit your election electronically via the Offer website as a result of technical failures of the Offer website, such as the Offer website being unavailable or the Offer website not accepting your election, or if you do not otherwise have access to the Offer website for any reason (including lack of internet services), you must complete a paper election form and return it to the

1

Company by hand delivery to Matthew Gloss, Vice President of Legal Affairs, Mellanox Technologies, Inc., 350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085 or via facsimile to Matthew Gloss at (408) 970-3403. To obtain a paper election form, please contact Matthew Gloss, Vice President of Legal Affairs, via e-mail at TenderOffer@mellanox.com.

     You must complete the election process (whether electronically or in paper form) in the foregoing manner no later than 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009), unless the Offer is extended. We will not accept delivery of any election after expiration of this Offer. If we have not received all properly completed and signed documents before the Offer expires, you will have rejected this Offer and you will keep your current options. Documents submitted by U.S. mail or other post and Federal Express (or similar delivery service) are not permitted.

     If you have any questions, please e-mail TenderOffer@mellanox.com.

1

EX-99.(A)(1)(IV)

EXHIBIT (a)(1)(iv)

Form of E-mail Communication

To:	Eligible Mellanox Employees and Contractors
From:	TenderOffer@Mellanox.com
Re:	Confirmation of Receipt of Election Form to Exchange Options

          Mellanox has received your Election Form by which you elected to have some or all of your eligible outstanding options cancelled in exchange for new options, subject to the terms and conditions of the Offer, as follows:

Original Grant Date		Exchange Entire
(MMDDYY)	Option Grant Number	Eligible Option?

     If you change your mind, you may change your election as to some or all of your eligible options by submitting another Election Form through the Offer website at http://portal.yok.mtl.com/system/misc/repricing.php and electing “No” to retain your eligible option or “Yes” to exchange your eligible option. If you are not able to submit your new Election Form electronically via the Offer website as a result of technical failures, such as the website being unavailable or the website not accepting your election, or if you do not otherwise have access to the Offer website for any reason (including lack of internet services), a properly signed and completed Election Form must be received by facsimile or by hand delivery by 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009) by Matthew Gloss, Vice President of Legal Affairs, at Fax: (408) 970-3403 or Mellanox Technologies, Inc., 350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085.

     The submission of the required documents must be made by the deadline indicated above. We cannot accept late submissions, and we therefore urge you to respond early to avoid any last minute problems. If you are unable to, or choose not to submit electronically, only documents that are complete, signed and actually received by Matthew Gloss, Vice President of Legal Affairs, via facsimile at 1 + (408) 970-3403 or via hand delivery to Matthew Gloss, Vice President of Legal Affairs, Mellanox Technologies, Inc., 350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085, by the deadline will be accepted. Documents submitted by any other means, including U.S. mail or other post and Federal Express (or similar delivery service) are not permitted. If you have questions, please direct them to Matthew Gloss, Vice President of Legal Affairs, via e-mail at TenderOffer@Mellanox.com.

     Please note that our receipt of your Election Form is not by itself an acceptance of the options for exchange. For purposes of the Offer, Mellanox will be deemed to have accepted options for exchange that are validly tendered and not properly withdrawn as of when Mellanox gives written notice to the option holders generally of its acceptance for exchange of such options, which notice may be made by press release, e-mail or other method of communication. Mellanox’s formal acceptance of the properly tendered options is expected to take place shortly after the end of the Offer period on April 22, 2009, or extended period. Once Mellanox has formally accepted your tendered options for exchange, you will be granted replacement options on the expiration date of the Offer.

     This notice does not constitute the Offer. The full terms of the Offer are described in (1) the Offer Information Document; (2) the e-mail from TenderOffer@Mellanox.com dated March 24, 2009; (3) the Summary of the Option Exchange Program; (4) the Election Form; (5) the Instructions Forming Part of the Terms and Conditions of the Offer; (6) the Agreement to Terms of Election; (7) the Global Plan; (8) the Global Plan Prospectus; (9) the form option agreements; (10) the Equity Edge Personal Summary dated as of March 24, 2009 attached to e-mail from TenderOffer@Mellanox.com dated March 24, 2009 and (11) the e-mail from TenderOffer@Mellanox.com dated April 2, 2009.

     Documents not attached to the e-mail from TenderOffer@Mellanox.com dated March 24, 2009 may be accessed on the Offer website at http://portal.yok.mtl.com/system/misc/repricing.php or through the U.S. Securities and Exchange Commission’s website at:

http://idea.sec.gov/cgi-bin/browse-idea?action=getcompany&CIK=0001356104&owner=exclude&count=40.

1

EX-99.(A)(1)(V)

EXHIBIT (a)(1)(v)

Form of E-mail Communication

To:	Certain Eligible Mellanox Employees and Contractors
From:	TenderOffer@Mellanox.com
Re:	Reminder of Expiration of Offer to Exchange

     The Mellanox Technologies, Ltd. offer to exchange certain outstanding options for a number of replacement options according to an exchange ratio (referred to as the “Offer”) is still currently open. Please note that the Offer will expire at 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009) unless we extend the Offer.

     According to our records, you have not yet submitted an Election Form for your eligible options. Participation in the Offer is voluntary; however, if you would like to participate in the Offer, you must complete an Election Form before the expiration of the Offer. Election Forms and other documents relating to the Offer (including instructions) are available on the Offer website at http://portal.yok.mtl.com/system/misc/repricing.php.

     If you are not able to submit your Election Form electronically via the Offer website as a result of technical failures, such as the website being unavailable or the website not accepting your election, or if you do not otherwise have access to the Offer website for any reason (including lack of internet services), a properly signed and completed Election Form must be received by no later than 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009) to Matthew Gloss, Vice President of Legal Affairs, via facsimile at 1 + (408) 970-3403 or via hand delivery to Matthew Gloss, Vice President of Legal Affairs, Mellanox Technologies, Inc., 350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085.

     The submission of the required documents must be made by the deadline indicated above. We cannot accept late submissions, and we therefore urge you to respond early to avoid any last minute problems. If you are unable to, or choose not to submit electronically, only documents that are complete, signed and actually received by Matthew Gloss, Vice President of Legal Affairs, via facsimile at 1 + (408) 970-3403 or via hand delivery to Matthew Gloss, Vice President of Legal Affairs, Mellanox Technologies, Inc., 350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085, by the deadline will be accepted. Documents submitted by any other means, including U.S. mail or other post and Federal Express (or similar delivery service) are not permitted. If you have questions, please direct them to Matthew Gloss, Vice President of Legal Affairs, via e-mail at TenderOffer@Mellanox.com.

     This notice does not constitute the Offer. The full terms of the Offer are described in (1) the Offer Information Document; (2) the e-mail from TenderOffer@Mellanox.com dated March 24, 2009; (3) the Summary of the Option Exchange Program; (4) the Election Form; (5) the Instructions Forming Part of the Terms and Conditions of the Offer; (6) the Agreement to Terms of Election; (7) the Global Plan; (8) the Global Plan Prospectus; (9) the form option agreements; (10) the Equity Edge Personal Summary dated as of March 24, 2009 attached to e-mail from TenderOffer@Mellanox.com dated March 24, 2009 and (11) the e-mail from TenderOffer@Mellanox.com dated April 2, 2009.

     Documents not attached to the e-mail from TenderOffer@Mellanox.com dated March 24, 2009 may be accessed on the Offer website at http://portal.yok.mtl.com/system/misc/repricing.php or through the U.S. Securities and Exchange Commission’s website at:

http://idea.sec.gov/cgi-bin/browse-idea?action=getcompany&CIK=0001356104&owner=exclude&count=40.

1

EX-99.(A)(1)(VI)

EXHIBIT (a)(1)(vi)

PAPER ELECTION FORM (FOR USE BY FACSIMILE OR HAND DELIVERY)

MELLANOX TECHNOLOGIES, LTD.
ELECTION FORM

RE: TENDER OF ELIGIBLE OPTIONS PURSUANT TO THE OFFER TO
EXCHANGE CERTAIN OUTSTANDING OPTIONS FOR NEW OPTIONS

THE OFFER EXPIRES AT 9:00 P.M. U.S. PACIFIC TIME ON APRIL 22, 2009
(7:00 A.M. ISRAELI TIME ON APRIL 23, 2009), UNLESS THE
OFFER IS EXTENDED

Name:                                        

Address:                                        

Before making your election, please make sure you have received, read and understand the documents that make up this Offer, including: (1) the Offer Information Document; (2) the e-mail from TenderOffer@Mellanox.com dated March 24, 2009; (3) the Summary of the Option Exchange Program; (4) the Instructions Forming Part of the Terms and Conditions of the Offer (as set forth below); (5) this Election Form; (6) the Agreement to Terms of Election; (7) the Global Plan; (8) the Global Plan Prospectus; (9) the form option agreements; (10) the Equity Edge Personal Summary dated as of March 24, 2009 attached to e-mail from TenderOffer@Mellanox.com dated March 24, 2009 and (11) the e-mail from TenderOffer@Mellanox.com dated April 2, 2009. The Offer is subject to the terms of these documents as they may be amended. The Offer provides eligible employees and contractors who hold eligible options the opportunity to exchange these options for new options as set forth in Section 1 of the Offer Information Document. This Offer expires at 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009), unless extended.

     Documents not attached to the e-mail from TenderOffer@Mellanox.com dated March 24, 2009 may be accessed on the Offer website at http://portal.yok.mtl.com/system/misc/repricing.php or through the U.S. Securities and Exchange Commission’s website at:

http://idea.sec.gov/cgi-bin/browse-idea?action=getcompany&CIK=0001356104&owner=exclude&count=40.

If you wish to participate in the Offer, please check the “Yes” box in the “Exchange Entire Eligible Option” column. Please note that if the “No” box is checked under the “Exchange Entire Eligible Option” column, the eligible option will not be exchanged and your eligible option will remain outstanding subject to its original terms.

Original Grant Date		Exchange Entire
(MMDDYY)	Option Grant Number	Eligible Option?
		o Yes o No
		o Yes o No
		o Yes o No
		o Yes o No
		o Yes o No

In accordance with the terms outlined in the Offer documents if you elect to exchange your eligible options, you will receive a new option covering the number of shares as determined by the exchange ratio below (rounded down to the nearest whole number of shares with respect to each option on a grant-by-grant basis), as described in Section 1 of the Offer Information Document. Your replacement options will be subject to a new vesting schedule as described in Section 3 of the Offer Information Document. Vesting on any date is subject to your continued service to the Company or its majority owned subsidiary through each relevant vesting date.

1

YOU WILL LOSE YOUR RIGHTS TO ALL EXCHANGED OPTIONS THAT ARE CANCELLED UNDER THE OFFER AND EXCHANGED FOR THE REPLACEMENT OPTIONS.

BY PARTICIPATING, YOU AGREE TO ALL TERMS OF THE OFFER AS SET FORTH IN THE OFFER DOCUMENTS.

In making this election, you agree that Mellanox may use, collect and transfer your personal data for the purpose of implementing, administering and managing your participation in the Offer. Such personal data may be transferred to Mellanox and to any third parties assisting Mellanox with the Offer, and these recipients may be located in the U.S. or elsewhere.

Please note that you may withdraw or change your election by submitting a new properly completed and signed Election Form prior to the expiration date, which will be 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009), unless we extend the Offer.

THE LAST VALID ELECTION THAT YOU MAKE ON OR BEFORE 9:00 P.M. U.S. PACIFIC TIME ON APRIL 22, 2009 (7:00 A.M. ISRAELI TIME ON APRIL 23, 2009) SHALL CONTROL WHETHER YOUR ELIGIBLE OPTIONS WILL BE EXCHANGED.

Your signature and submission of this Election Form indicates that you have read and agreed to the Agreement to the Terms of Election attached hereto.

(Signature of Optionee or Authorized Signatory)

(Optionee’s Name, please print in full)

Date:                                         , 2009

Address:

E-mail address:

FAX OR HAND DELIVER THIS ENTIRE ELECTION FORM TO
MATTHEW GLOSS, VICE PRESIDENT OF LEGAL AFFAIRS,
NO LATER THAN 9:00 P.M. U.S. PACIFIC TIME ON APRIL 22, 2009 (7:00 A.M. ISRAELI TIME ON
APRIL 23, 2009).

FAX TO 1+408-970-3403
or
HAND DELIVER TO:
Mellanox Technologies, Inc.,
Attn: Matthew Gloss, Vice President of Legal Affairs
350 Oakmead Parkway, Suite 100
Sunnyvale, California 94085

DELIVERY OF YOUR PAPER ELECTION FORM OTHER THAN VIA FACSIMILE OR
HAND DELIVERY, OR TO A NUMBER OTHER THAN THE FACSIMILE NUMBER
ABOVE, WILL NOT CONSTITUTE VALID DELIVERY.

2

EX-99.(A)(1)(VII)

EXHIBIT (a)(1)(vii)

INSTRUCTIONS FORMING PART OF THE
TERMS AND CONDITIONS OF THE OFFER

     1. Delivery of Election Form. A properly completed and duly executed or electronically accepted Election Form must be received by Mellanox Technologies, Inc. by 9:00 p.m. U.S. Pacific Time on Wednesday, April 22, 2009 (7:00 a.m. Israeli Time on Thursday, April 23, 2009) (unless the Offer is extended). We will not accept delivery of any Election Form after expiration of the Offer. If we do not receive a properly completed and duly executed Election Form (either electronically through the Offer website or through a paper Election Form) from you before the expiration of the Offer, we will not accept your eligible options for exchange and such eligible options will not be exchanged pursuant to this Offer.

     If you are not able to submit your election electronically via the Offer website as a result of technical failures, such as the website being unavailable or the website not accepting your election, or if you do not otherwise have access to the Offer website for any reason (including lack of internet services), you must complete a paper Election Form and return it via facsimile at 1 + (408) 970-3403 or hand delivery to Mellanox Technologies, Inc., Attn: Matthew Gloss, Vice President of Legal Affairs, 350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085 no later than 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009) (unless the Offer is extended). To obtain a paper Election Form, please either print the Election Form from the Offer website or contact Matthew Gloss, Vice President of Legal Affairs, via e-mail at TenderOffer@Mellanox.com.

     The Company intends to confirm the receipt of your Election Form by e-mail within 48 hours. If you have not received an e-mail confirmation that the Company received your Election Form, we recommend that you confirm that we have received your Election Form. If you need to confirm receipt after 48 hours have elapsed, you may contact Matthew Gloss, Vice President of Legal Affairs, via e-mail at TenderOffer@Mellanox.com.

     You may change your mind after you have submitted an Election Form and submit a new Election Form at any time before the expiration date which is expected to be 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009), unless the Offer is extended. If we extend the expiration date, you may submit a new Election Form with respect to some or all of your eligible options at any time until the extended Offer expires. You may change your mind as many times as you wish, but you will be bound by the last properly submitted Election Form we receive by 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009) (unless we extend the Offer).

     To validly change your election, you must access the Offer website at http://portal.yok.mtl.com/system/misc/repricing.php and complete and deliver another Election Form electronically or fill-out and deliver another paper Election Form via facsimile at 1 + (408) 970-3403 or hand delivery to Mellanox Technologies, Inc., Attn: Matthew Gloss, Vice President of Legal Affairs, 350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085, prior to the expiration of the Offer. You should print or make a copy of your new Election Form and confirmation statement (if you submit electronically) and keep those documents with your other records for the Offer.

     While participation in the Offer is completely voluntary, if you elect not to exchange some or all of your eligible options pursuant to the Offer, then you will retain the eligible options under their original terms.

     2. Exchange. If you intend to exchange your eligible options pursuant to the Offer, you must access your account at the Offer website at http://portal.yok.mtl.com/system/misc/repricing.php, properly complete and duly execute the Election Form or fill out and properly submit a duly executed and dated paper Election Form.

     3. Signatures on This Election Form. You must electronically sign the Election Form if you submit your election through the Offer website. If you submit a paper Election Form you must physically sign the paper Election Form.

     4. Requests for Assistance or Paper Copies. If you need paper copies of the Offer documents or the Election Forms, you should contact Matthew Gloss, Vice President of Legal Affairs, via e-mail at TenderOffer@Mellanox.com. Copies will be furnished promptly at Mellanox’s expense. You can also view and print documents at:

     http://portal.yok.mtl.com/system/misc/repricing.php.

1

     5. Reservation of Rights. The Company reserves the right, at our discretion, at any time, to extend the period of time during which the Offer is open and delay the acceptance for exchange of any options. If we elect to extend the period of time during which this Offer is open, we will give you written notice of the extension and delay, as described below. If we extend the expiration date, we will also extend your right to make or withdraw elections with respect to eligible options until such extended expiration date. In the case of an extension, we will issue a press release, e-mail or other form of communication no later than 6:00 a.m. U.S. Pacific Time (4:00 p.m. Israeli Time) on the next U.S. business day after the previously scheduled expiration date.

     We also reserve the right, in our discretion, before the expiration date to terminate or amend the Offer by giving written notice of the termination or postponement to you or by making a public announcement of the termination.

     Subject to compliance with applicable law, we further reserve the right, before the expiration date, in our discretion, to amend the Offer in any respect, including by decreasing or increasing the consideration offered in this Offer or by decreasing or increasing the number of options being sought in this Offer.

     6. Important Tax Information. If you are a U.S. tax resident, you should refer to Section 12 of the Offer Information Document, which contains material U.S. federal income tax information concerning the Offer. If you are an employee or contractor residing outside the United States, you should refer to Sections 13 through 18, depending on your country of residence. We strongly recommend that you consult your financial, legal and/or tax advisors with respect to the federal, state and local tax consequences of participating or not participating in the Offer.

     7. Copies. You should print a copy of this Election Form, after you have completed and electronically accepted it, and retain it for your records, or you should make a copy of your paper Election Form and retain it for your records.

     8. Paper Delivery. Please remember that if you are not able to submit your election electronically via the Offer website as a result of technical failures of the Offer website, such as the Offer website being unavailable or the Offer website not accepting your election, or if you do not otherwise have access to the Offer website for any reason (including lack of internet services), you must complete a paper Election Form and return it to Matthew Gloss, Vice President of Legal Affairs, via facsimile at 1 + (408) 970-3403 or via hand delivery to Mellanox Technologies, Inc., Attn: Matthew Gloss, Vice President of Legal Affairs, 350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085, by 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009) (unless the Offer is extended). To obtain a paper Election Form, please either print this Election Form or contact Matthew Gloss, Vice President of Legal Affairs, via e-mail at TenderOffer@Mellanox.com.

IMPORTANT: IN ORDER FOR YOU TO PARTICIPATE, A VALID, COMPLETED
AND SIGNED ELECTION FORM MUST BE RECEIVED BY THE COMPANY BY 9:00 P.M.
U.S. PACIFIC TIME ON APRIL 22, 2009 (7:00 A.M. ISRAELI TIME ON APRIL 23, 2009) (UNLESS WE
EXTEND THE OFFER).

2

EX-99.(A)(1)(VIII)

EXHIBIT (a)(1)(viii)

MELLANOX TECHNOLOGIES, LTD.

AGREEMENT TO TERMS OF ELECTION

BY PARTICIPATING, YOU AGREE TO ALL TERMS OF THE OFFER AS SET FORTH IN THE OFFER DOCUMENTS.

If you would like to participate in this Offer, please indicate your election by checking the applicable boxes on the Election Form and if submitting a paper Election Form, please return the completed and signed Election Form to Matthew Gloss, Vice President of Legal Affairs, via facsimile at 1 + (408) 970-3403 or via hand delivery to Mellanox Technologies, Inc., 350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085, by 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009) (unless the Offer is extended).

You may withdraw this election by submitting a new properly completed Election Form via the Offer website at http://portal.yok.mtl.com/system/misc/repricing.php or by completing and delivering a new paper Election Form via facsimile at 1 + (408) 970-3403 or via hand delivery to Mellanox Technologies, Inc., 350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085, prior to the expiration date, which will be 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009), unless we extend the Offer.

By electing to exchange my eligible options, I understand and agree to all of the following:

     1. I hereby agree to exchange my eligible options for replacement options as indicated on the Election Form in accordance with the terms of the Offer as set forth in the Offer Information Document, dated March 24, 2009, of which I hereby acknowledge receipt. Each eligible option indicated on the Election Form will be cancelled on April 22, 2009 or, if the Offer is extended, on the extended expiration date. A replacement option will be granted to me on April 22, 2009, in accordance with the terms of the Offer or, if the Offer is extended, on the expiration date of the extended Offer.

     2. The Offer is currently set to expire at 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009), unless the Company, in its discretion, extends the period of time during which the Offer will remain open.

     3. If I cease to be employed or contracted by the Company or its majority owned subsidiary before the Company grants me new options in exchange for my eligible options, I will not receive any new options. Instead, I will keep my current eligible options and they will expire in accordance with their terms.

     4. Until 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009), I will have the right to change the elections that I have made with respect to some or all of my eligible options that I elected to exchange or elected not to exchange. HOWEVER, AFTER THAT DATE I WILL HAVE NO ABILITY TO CHANGE MY ELECTION. The last properly submitted election, whether electronically or in paper form, prior to the expiration of the Offer shall be binding. Until the Offer period closes on 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009), I may withdraw my tendered eligible options at any time prior to the Company’s acceptance of such options for exchange pursuant to the Offer.

     5. The tender of some or all of my eligible options will constitute my acceptance of all of the terms and conditions of the Offer. Acceptance by the Company of my eligible options pursuant to the Offer will constitute a binding agreement between the Company and me upon the terms and subject to the conditions of the Offer.

     6. I am the registered holder of the eligible options tendered hereby, and my name and other information appearing on the Election Form are true and correct.

     7. I am not required to tender some or all of my eligible options pursuant to the Offer.

     8. THE COMPANY AND/OR ANY INDEPENDENT FIRMS HIRED WITH RESPECT TO THE OFFER CANNOT GIVE ME LEGAL, TAX OR INVESTMENT ADVICE WITH RESPECT TO THE OFFER AND I HAVE BEEN ADVISED TO CONSULT WITH MY OWN LEGAL, TAX AND INVESTMENT ADVISORS AS TO THE CONSEQUENCES OF PARTICIPATING OR NOT PARTICIPATING IN THE OFFER.

1

     9. Under certain circumstances set forth in the Offer Information Document, the Company may terminate or amend the Offer and postpone its acceptance of the eligible options I have elected to exchange. Should the eligible options tendered herewith not be accepted for exchange, such options will continue to be governed by their original terms and conditions.

     10. I UNDERSTAND THAT IF I DO NOT CLEARLY MARK THE BOX ELECTING TO EXCHANGE EACH OF MY ELIGIBLE OPTIONS ON THE ELECTION FORM, SUCH ELIGIBLE OPTIONS WILL NOT BE EXCHANGED.

I understand that none of the officers or employees of Mellanox, the Board of Directors of Mellanox or the Compensation Committee of the Board of Directors of Mellanox is making any recommendation as to whether I should exchange or refrain from exchanging my eligible options, and that I must make my own decision whether to tender my eligible options, taking into account my own personal circumstances and preferences. I understand that the replacement options may decline in value when I decide to exercise such options. I further understand that past and current market prices of Mellanox ordinary shares may provide little or no basis for predicting what the market price of Mellanox ordinary shares will be in the event I elect to exchange my options in accordance with the terms of this offer or at any other time in the future.

     This Agreement does not constitute the Offer. The full terms of the Offer are described in (1) the Offer Information Document; (2) the e-mail from TenderOffer@Mellanox.com dated March 24, 2009; (3) the Summary of the Option Exchange Program; (4) the Election Form; (5) the Instructions Forming Part of the Terms and Conditions of the Offer; (6) the Agreement to Terms of Election; (7) the Global Plan; (8) the Global Plan Prospectus; (9) the form option agreements; (10) the Equity Edge Personal Summary dated as of March 24, 2009 attached to e-mail from TenderOffer@Mellanox.com dated March 24, 2009 and (11) the e-mail from TenderOffer@Mellanox.com dated April 2, 2009.

     If you are not able to submit your election electronically via the Offer website as a result of technical failures of the website, such as the website being unavailable or the website not accepting your election, or if you do not otherwise have access to the Offer website for any reason (including lack of internet services), you must complete a paper Election Form and return it to Matthew Gloss, Vice President of Legal Affairs, via facsimile at 1 + (408) 970-3403 or via hand delivery to Mellanox Technologies, Inc., 350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085, by 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009) (unless the Offer is extended). To obtain a paper Election Form, please either print a paper Election Form or please contact Matthew Gloss, Vice President of Legal Affairs, via e-mail at TenderOffer@Mellanox.com.

DELIVERY OF YOUR PAPER ELECTION FORM OTHER THAN VIA FACSIMILE
OR HAND DELIVERY, OR TO A NUMBER OTHER THAN THE FACSIMILE
NUMBER ABOVE, WILL NOT CONSTITUTE VALID DELIVERY.

2

EX-99.(A)(1)(IX)

EXHIBIT (a)(1)(ix)

SCREEN SHOTS OF OFFER WEBSITE

I. LOGIN SCREEN

MELLANOX TECHNOLOGIES, LTD.

Login:
Password:
	Enter

1

II. EMPLOYEE AND CONTRACTOR INFORMATION CONFIRMATION SCREEN

BEFORE PROCEEDING TO THE MELLANOX TECHNOLOGIES, LTD. OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS FOR NEW OPTIONS WEBSITE, PLEASE CONFIRM THE FOLLOWING INFORMATION:

Name:
Login ID:
E-Mail Address:		Change E-Mail Address
Cancel	Proceed to the Offer Website

1

III. WELCOME SCREEN

WELCOME TO THE MELLANOX TECHNOLOGIES, LTD. OFFER TO EXCHANGE
CERTAIN OUTSTANDING OPTIONS FOR NEW OPTIONS WEBSITE

We are pleased to announce that Mellanox Technologies, Ltd. (“Mellanox” or the “Company”) is officially launching its Offer to Exchange Certain Outstanding Options to purchase Ordinary Shares for a Number of Replacement Options According to an Exchange Ratio (referred to as the “Offer”). The Offer and withdrawal rights will remain open until 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009) unless the Offer is extended. You may take advantage of the Offer with respect to your eligible options (as defined below).

An option will be deemed to be an “eligible option” if it meets each of the following conditions:

(i)	The option has an exercise price greater than $13.65 per share.
(ii)	The option was granted under the Company’s Global Share Incentive Plan (2006) (together with its Appendices, the “Global Plan”).
(iii)	The option is held by an individual who is, on the date of grant of the new option, a current employee or contractor of the Company (or an employee or contractor of the Company’s majority owned subsidiary).
(iv)	The option is outstanding on the expiration date of the Offer.

The specifics of the program are described in the “Schedule TO—Tender Offer Statement Filed with the SEC” and the related exhibits.

The “Schedule TO—Tender Offer Statement Filed with the SEC” is available by clicking on this hyperlink:

http://idea.sec.gov/cgi-bin/browse-idea?action=getcompany&CIK=0001356104&owner=exclude&count=40.

We urge you to read the “Schedule TO—Tender Offer Statement Filed with the SEC” and the related exhibits carefully.

To elect to participate in the Offer with respect to your eligible options please see the key steps described below.

KEY STEPS:

In order to participate in the Offer, please follow these steps:

• Please review the following important documents for detailed information on the Offer by clicking on the links below:

1.	This Offer to Exchange Certain Outstanding Options to Purchase Ordinary Shares for a Number of Replacement Options According to an Exchange Ratio
2.	Summary of Option Exchange Program
3.	E-mail from TenderOffer@Mellanox.com dated March 24, 2009
4.	Equity Edge Personal Summary dated as of March 24, 2009 attached to e-mail from TenderOffer@Mellanox.com dated March 24, 2009
5.	Instructions Forming Part of the Terms and Conditions of the Offer (the “Instructions”)
6.	Election Form
7.	Agreement to Terms of Election (“Election Agreement”)

1

8.	The Global Plan available by clicking on this hyperlink: http://idea.sec.gov/Archives/edgar/data/1356104/000089161806000472/f22916a1exv10w10.htm
9.	The Global Plan Prospectus available by clicking on this hyperlink:
	http://portal.yok.mtl.com/system/misc/repricing.php
10.	Forms of Option Agreements available by clicking on this hyperlink: http://idea.sec.gov/Archives/edgar/data/1356104/000089161806000472/f22916a1exv10w10.htm
11.	E-mail from TenderOffer@Mellanox.com dated April 2, 2009.

• Click on the MAKE AN ELECTION button below to proceed with your election. You will need to complete the appropriate boxes next to each of your eligible options to indicate whether or not you are tendering each of your eligible options for exchange in accordance with the terms of the Offer.

• After completing the Election Form, you will be allowed to review the elections you have made with respect to your eligible options. If you are satisfied with your elections, you will proceed to the Election Agreement page. Only after you agree to the Election Agreement by clicking on the “I accept” button, will you be directed to the Election Confirmation Statement page.

• Please print and retain a copy of your Election Confirmation Statement for your records. You will also receive an e-mail confirming your election. If you do not receive a confirming e-mail within 48 hours following the date of your election, please contact Matthew Gloss, Vice President of Legal Affairs, via e-mail at TenderOffer@Mellanox.com.

KEY DATES TO REMEMBER:

Commencement Date: The commencement date of the Offer is March 24, 2009.

Withdrawal Date: You may withdraw or change your previously submitted election to exchange options at any time on or before 9:00 p.m. U.S. Pacific Time on Wednesday, April 22, 2009 (7:00 a.m. Israeli Time on Thursday, April 23, 2009). If the Offer is extended beyond that time, you can withdraw or change your election at any time until the extended expiration of the Offer.

Expiration Date: The Offer expires at 9:00 p.m. U.S. Pacific Time on Wednesday, April 22, 2009 (7:00 a.m. Israeli Time on Thursday, April 23, 2009) (unless we extend the Offer).

Option Cancellation Date: The eligible options that have been tendered will be cancelled on Wednesday, April 22, 2009 or, if the Offer is extended, the expiration date of the extended Offer.

Replacement Option Grant Date: The new options will be granted on Wednesday, April 22, 2009 or, if the Offer is extended, the expiration date of the extended Offer.

MAKE AN ELECTION  RETURN TO LOGIN PAGE

2

IV. ELECTION FORM

MELLANOX TECHNOLOGIES, LTD.

ELECTION FORM

RE: TENDER OF ELIGIBLE OPTIONS PURSUANT TO THE OFFER TO
EXCHANGE CERTAIN OUTSTANDING OPTIONS FOR NEW OPTIONS

THE OFFER EXPIRES AT 9:00 P.M. U.S. PACIFIC TIME ON WEDNESDAY, APRIL 22, 2009
(7:00 A.M. ISRAELI TIME ON THURSDAY, APRIL 23, 2009), UNLESS THE
OFFER IS EXTENDED

Name:                                        

Before making your election, please make sure you have received, read and understand the documents that make up this Offer, including: (1) the Offer Information Document; (2) the e-mail from TenderOffer@Mellanox.com dated March 24, 2009; (3) the Summary of the Option Exchange Program; (4) the Instructions Forming Part of the Terms and Conditions of the Offer (as set forth below); (5) this Election Form; (6) the Agreement to Terms of Election; (7) the Global Plan; (8) the Global Plan Prospectus; (9) the form option agreements; (10) the Equity Edge Personal Summary dated as of March 24, 2009 attached to e-mail from TenderOffer@Mellanox.com dated March 24, 2009 and (11) the e-mail from TenderOffer@mellanox.com dated April 2, 2009. The Offer is subject to the terms of these documents as they may be amended. The Offer provides eligible employees and contractors who hold eligible options the opportunity to exchange these options for new options as set forth in Section 1 of the Offer Information Document. This Offer expires at 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009), unless extended.

If you wish to participate in the Offer, please check the “Yes” box in the “Exchange Entire Eligible Option” column. Please note that if the “No” box is checked under the “Exchange Entire Eligible Option” column, the eligible option will not be exchanged and your eligible option will remain outstanding subject to its original terms. Please note that before you can submit this Election Form, you must make a selection below for each eligible option or an error will be generated and your Election Form will not be accepted.

Original Grant Date		Exchange Entire
(MMDDYY)	Option Grant Number	Eligible Option?
		o Yes o No
		o Yes o No
		o Yes o No
		o Yes o No
		o Yes o No

In accordance with the terms outlined in the Offer documents if you elect to exchange your eligible options, you will receive a new option covering the number of shares as determined by the exchange ratio below (rounded down to the nearest whole number of shares with respect to each option on a grant-by-grant basis), as described in Section 1 of the Offer Information Document. Your replacement options will be subject to a new vesting schedule as described in Section 3 of the Offer Information Document. Vesting on any date is subject to your continued service to the Company or its majority owned subsidiary through each relevant vesting date.

YOU WILL LOSE YOUR RIGHTS TO ALL EXCHANGED OPTIONS THAT ARE CANCELLED UNDER THE OFFER AND EXCHANGED FOR THE REPLACEMENT OPTIONS.

BY PARTICIPATING, YOU AGREE TO ALL TERMS OF THE OFFER AS SET FORTH IN THE OFFER DOCUMENTS.

In making this election, you agree that Mellanox may use, collect and transfer your personal data for the purpose of implementing, administering and managing your participation in the Offer. Such personal data may be transferred to Mellanox and to any third parties assisting Mellanox with the Offer, and these recipients may be located in the U.S. or elsewhere.

Please note that you may withdraw or change your election by submitting a new properly completed and signed Election Form prior to the expiration date, which will be 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009), unless we extend the Offer.

1

THE LAST VALID ELECTION THAT YOU MAKE ON OR BEFORE 9:00 P.M. U.S. PACIFIC TIME ON APRIL 22, 2009 (7:00 A.M. ISRAELI TIME ON APRIL 23, 2009) SHALL CONTROL.

INSTRUCTIONS FORMING PART OF THE
TERMS AND CONDITIONS OF THE OFFER

     1. Delivery of Election Form. A properly completed and duly executed or electronically accepted Election Form must be received by Mellanox Technologies, Inc. by 9:00 p.m. U.S. Pacific Time on Wednesday, April 22, 2009 (7:00 a.m. Israeli Time on Thursday, April 23, 2009) (unless the Offer is extended). We will not accept delivery of any Election Form after expiration of the Offer. If we do not receive a properly completed and duly executed Election Form (either electronically through the Offer website or through a paper Election Form) from you before the expiration of the Offer, we will not accept your eligible options for exchange and such eligible options will not be exchanged pursuant to this Offer.

     If you are not able to submit your election electronically via the Offer website as a result of technical failures, such as the website being unavailable or the website not accepting your election, or if you do not otherwise have access to the Offer website for any reason (including lack of internet services), you must complete a paper Election Form and return it via facsimile at 1 + (408) 970-3403 or hand delivery to Mellanox Technologies, Inc., Attn: Matthew Gloss, Vice President of Legal Affairs, 350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085 no later than 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009) (unless the Offer is extended). To obtain a paper Election Form, please either print the Election Form from the Offer website or contact Matthew Gloss, Vice President of Legal Affairs, via e-mail at TenderOffer@Mellanox.com.

     The Company intends to confirm the receipt of your Election Form by e-mail within 48 hours. If you have not received an e-mail confirmation that the Company received your Election Form, we recommend that you confirm that we have received your Election Form. If you need to confirm receipt after 48 hours have elapsed, you may contact Matthew Gloss, Vice President of Legal Affairs, via e-mail at TenderOffer@Mellanox.com.

     You may change your mind after you have submitted an Election Form and submit a new Election Form at any time before the expiration date which is expected to be 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009), unless the Offer is extended. If we extend the expiration date, you may submit a new Election Form with respect to some or all of your eligible options at any time until the extended Offer expires. You may change your mind as many times as you wish, but you will be bound by the last properly submitted Election Form we receive by 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009) (unless we extend the Offer).

     To validly change your election, you must access the Offer website at http://portal.yok.mtl.com/system/misc/repricing.php and complete and deliver another Election Form electronically or fill-out and deliver another paper Election Form via facsimile at 1 + (408) 970-3403 or hand delivery to Mellanox Technologies, Inc., Attn: Matthew Gloss, Vice President of Legal Affairs, 350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085, prior to the expiration of the Offer. You should print or make a copy of your new Election Form and confirmation statement (if you submit electronically) and keep those documents with your other records for the Offer.

     While participation in the Offer is completely voluntary, if you elect not to exchange some or all of your eligible options pursuant to the Offer, then you will retain the eligible options under their original terms.

     2. Exchange. If you intend to exchange your eligible options pursuant to the Offer, you must access your account at the Offer website at http://portal.yok.mtl.com/system/misc/repricing.php, properly complete and duly execute the Election Form or fill out and properly submit a duly executed and dated paper Election Form.

     3. Signatures on This Election Form. You must electronically sign the Election Form if you submit your election through the Offer website. If you submit a paper Election Form you must physically sign the paper Election Form.

     4. Requests for Assistance or Paper Copies. If you need paper copies of the Offer documents or the Election Forms, you should contact Matthew Gloss, Vice President of Legal Affairs, via e-mail at TenderOffer@Mellanox.com. Copies will be furnished promptly at Mellanox’s expense. You can also view and print documents at:

     http://portal.yok.mtl.com/system/misc/repricing.php.

2

     5. Reservation of Rights. The Company reserves the right, at our discretion, at any time, to extend the period of time during which the Offer is open and delay the acceptance for exchange of any options. If we elect to extend the period of time during which this Offer is open, we will give you written notice of the extension and delay, as described below. If we extend the expiration date, we will also extend your right to make or withdraw elections with respect to eligible options until such extended expiration date. In the case of an extension, we will issue a press release, e-mail or other form of communication no later than 6:00 a.m. U.S. Pacific Time (4:00 p.m. Israeli Time) on the next U.S. business day after the previously scheduled expiration date.

     We also reserve the right, in our discretion, before the expiration date to terminate or amend the Offer by giving written notice of the termination or postponement to you or by making a public announcement of the termination.

     Subject to compliance with applicable law, we further reserve the right, before the expiration date, in our discretion, to amend the Offer in any respect, including by decreasing or increasing the consideration offered in this Offer or by decreasing or increasing the number of options being sought in this Offer.

     6. Important Tax Information. If you are a U.S. tax resident, you should refer to Section 12 of the Offer Information Document, which contains material U.S. federal income tax information concerning the Offer. If you are an employee or contractor residing outside the United States, you should refer to Sections 13 through 18, depending on your country of residence. We strongly recommend that you consult your financial, legal and/or tax advisors with respect to the federal, state and local tax consequences of participating or not participating in the Offer.

     7. Copies. You should print a copy of this Election Form, after you have completed and electronically accepted it, and retain it for your records, or you should make a copy of your paper Election Form and retain it for your records.

     8. Paper Delivery. Please remember that if you are not able to submit your election electronically via the Offer website as a result of technical failures of the Offer website, such as the Offer website being unavailable or the Offer website not accepting your election, or if you do not otherwise have access to the Offer website for any reason (including lack of internet services), you must complete a paper Election Form and return it to Matthew Gloss, Vice President of Legal Affairs, via facsimile at 1 + (408) 970-3403 or via hand delivery to Mellanox Technologies, Inc., Attn: Matthew Gloss, Vice President of Legal Affairs, 350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085, by 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009) (unless the Offer is extended). To obtain a paper Election Form, please either print this Election Form or contact Matthew Gloss, Vice President of Legal Affairs, via e-mail at TenderOffer@Mellanox.com.

RETURN TO WELCOME PAGE	NEXT
	(Continue with Electronic Election Form)

3

V. ELECTION EXCHANGE REVIEW

MELLANOX TECHNOLOGIES, LTD.

Election Exchange Review

     You have made the following election with respect to your eligible options:

Original Grant Date		Exchange Entire
(MMDDYY)	Option Grant Number	Eligible Option?
		o Yes o No
		o Yes o No
		o Yes o No
		o Yes o No
		o Yes o No

Please note that you may change your election by submitting a new properly completed and accepted Election Form prior to the expiration date, which will be 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009), unless we extend the Offer.

Is this information correct? If yes, click PROCEED TO ELECTION AGREEMENT to continue. If no, click RETURN TO PREVIOUS SCREEN.

RETURN TO PREVIOUS SCREEN PROCEED TO ELECTION AGREEMENT

1

VI. AGREEMENT TO TERMS OF ELECTION

MELLANOX TECHNOLOGIES, LTD.

AGREEMENT TO TERMS OF ELECTION

BY PARTICIPATING, YOU AGREE TO ALL TERMS OF THE OFFER AS SET FORTH IN THE OFFER DOCUMENTS.

If you would like to participate in this Offer, please indicate your election by checking the applicable boxes on the Election Form and if submitting a paper Election Form, please return the completed and signed Election Form to Matthew Gloss, Vice President of Legal Affairs, via facsimile at 1 + (408) 970-3403 or via hand delivery to Mellanox Technologies, Inc., 350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085, by 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009) (unless the Offer is extended).

You may withdraw this election by submitting a new properly completed Election Form via the Offer website at http://portal.yok.mtl.com/system/misc/repricing.php or by completing and delivering a new paper Election Form via facsimile at 1 + (408) 970-3403 or via hand delivery to Mellanox Technologies, Inc., 350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085, prior to the expiration date, which will be 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009), unless we extend the Offer.

By electing to exchange my eligible options, I understand and agree to all of the following:

     1. I hereby agree to exchange my eligible options for replacement options as indicated on the Election Form in accordance with the terms of the Offer as set forth in the Offer Information Document, dated March 24, 2009, as amended to date, of which I hereby acknowledge receipt. Each eligible option indicated on the Election Form will be cancelled on April 22, 2009 or, if the Offer is extended, on the extended expiration date. A replacement option will be granted to me on April 22, 2009, in accordance with the terms of the Offer or, if the Offer is extended, on the expiration date of the extended Offer.

     2. The Offer is currently set to expire at 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009), unless the Company, in its discretion, extends the period of time during which the Offer will remain open.

     3. If I cease to be employed or contracted by the Company or its majority owned subsidiary before the Company grants me new options in exchange for my eligible options, I will not receive any new options. Instead, I will keep my current eligible options and they will expire in accordance with their terms.

     4. Until 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009), I will have the right to change the elections that I have made with respect to some or all of my eligible options that I elected to exchange or elected not to exchange. HOWEVER, AFTER THAT DATE I WILL HAVE NO ABILITY TO CHANGE MY ELECTION. The last properly submitted election, whether electronically or in paper form, prior to the expiration of the Offer shall be binding. Until the Offer period closes on 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009), I may withdraw my tendered eligible options at any time prior to the Company’s acceptance of such options for exchange pursuant to the Offer.

     5. The tender of some or all of my eligible options will constitute my acceptance of all of the terms and conditions of the Offer. Acceptance by the Company of my eligible options pursuant to the Offer will constitute a binding agreement between the Company and me upon the terms and subject to the conditions of the Offer.

     6. I am the registered holder of the eligible options tendered hereby, and my name and other information appearing on the Election Form are true and correct.

     7. I am not required to tender some or all of my eligible options pursuant to the Offer.

1

     8. THE COMPANY AND/OR ANY INDEPENDENT FIRMS HIRED WITH RESPECT TO THE OFFER CANNOT GIVE ME LEGAL, TAX OR INVESTMENT ADVICE WITH RESPECT TO THE OFFER AND I HAVE BEEN ADVISED TO CONSULT WITH MY OWN LEGAL, TAX AND

INVESTMENT ADVISORS AS TO THE CONSEQUENCES OF PARTICIPATING OR NOT PARTICIPATING IN THE OFFER.

     9. Under certain circumstances set forth in the Offer Information Document, the Company may terminate or amend the Offer and postpone its acceptance of the eligible options I have elected to exchange. Should the eligible options tendered herewith not be accepted for exchange, such options will continue to be governed by their original terms and conditions.

     10. I UNDERSTAND THAT IF I DO NOT CLEARLY MARK THE BOX ELECTING TO EXCHANGE EACH OF MY ELIGIBLE OPTIONS ON THE ELECTION FORM, SUCH ELIGIBLE OPTIONS WILL NOT BE EXCHANGED.

     I understand that none of the officers or employees of Mellanox, the Board of Directors of Mellanox or the Compensation Committee of the Board of Directors of Mellanox is making any recommendation as to whether I should exchange or refrain from exchanging my eligible options, and that I must make my own decision whether to tender my eligible options, taking into account my own personal circumstances and preferences. I understand that the replacement options may decline in value when I decide to exercise such options. I further understand that past and current market prices of Mellanox ordinary shares may provide little or no basis for predicting what the market price of Mellanox ordinary shares will be in the event I elect to exchange my options in accordance with the terms of this offer or at any other time in the future.

     This Agreement does not constitute the Offer. The full terms of the Offer are described in (1) the Offer Information Document; (2) the e-mail from TenderOffer@Mellanox.com dated March 24, 2009; (3) the Summary of the Option Exchange Program; (4) the Election Form; (5) the Instructions Forming Part of the Terms and Conditions of the Offer; (6) the Agreement to Terms of Election; (7) the Global Plan; (8) the Global Plan Prospectus; (9) the form option agreements; (10) the Equity Edge Personal Summary dated as of March 24, 2009 attached to e-mail from TenderOffer@Mellanox.com dated March 24, 2009 and (11) the email from TenderOffer@Mellanox.com dated April 2, 2009.

     If you are not able to submit your election electronically via the Offer website as a result of technical failures of the website, such as the website being unavailable or the website not accepting your election, or if you do not otherwise have access to the Offer website for any reason (including lack of internet services), you must complete a paper Election Form and return it to Matthew Gloss, Vice President of Legal Affairs, via facsimile at 1 + (408) 970-3403 or via hand delivery to Mellanox Technologies, Inc., 350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085, by 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009) (unless the Offer is extended). To obtain a paper Election Form, please either print a paper Election Form or please contact Matthew Gloss, Vice President of Legal Affairs, via e-mail at TenderOffer@Mellanox.com.

DELIVERY OF YOUR PAPER ELECTION FORM OTHER THAN VIA FACSIMILE
OR HAND DELIVERY, OR TO A NUMBER OTHER THAN THE FACSIMILE
NUMBER ABOVE, WILL NOT CONSTITUTE VALID DELIVERY.

RETURN TO PREVIOUS SCREEN I AGREE, PROCEED TO STEP 6

2

VII. CONFIRMATION

     Thank you for submitting your Election Form. A confirmation e-mail will be sent to you within 48 hours. Please read the confirmation e-mail carefully to ensure your election is accurately reflected. You may change your election at any time prior to 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009) by submitting another Election Form as described in the Agreement to Terms of Election.

     If you do not receive a confirmation e-mail within 48 hours, please contact TenderOffer@Mellanox.com.

PRINT A CONFIRMATION LOGOUT RETURN TO WELCOME PAGE

1

EX-99.(A)(1)(XI)

Exhibit (a)(1)(ix)

Tender Offer Exchange of Certain Underwater Stock Options for Replacement Options April 2, 2009

3 Welcome to the Offer We are pleased to announce that Mellanox is officially offering to exchange certain outstanding, underwater employee stock options for replacement options according to an exchange ratio. This Offer will remain open until April 22, 2009 at 9:00 p.m., U.S. Pacific Time (April 23, 2009 at 7:00 A.M. Israeli Time), unless the Offer is extended or withdrawn. Employees and contractors holding options eligible for exchange may accept the Offer until April 22, 2009 at 9:00 p.m., U.S. Pacific Time (April 23, 2009 at 7:00 A.M. Israeli Time), unless the Offer is extended or withdrawn. These slides only summarize the terms of the Offer, and are qualified entirely by the Offer documentation filed with the U.S. SEC on March 24, 2009, March 25, 2009 and April 2, 2009. Eligible employees and contractors holding eligible options should read the Offer documentation on file with the U.S. SEC at: http://idea.sec.gov/cgi-bin/browse- idea?action=getcompany&CIK=0001356104&owner=exclude&count=40 In addition, if you intend to exchange your eligible options pursuant to the Offer, you can access your account and make your election at the Offer website at: http://portal.yok.mtl.com/system/misc/repricing.php

5 Summary Terms of Offer: Summary Eligibility Criteria Eligible Options: Must be granted under the 2006 Global Share Incentive Plan Must have an exercise price greater than $13.65 Must be unexercised (can be vested or unvested) Eligible Employees and contractors: Must have at least ONE eligible option on March 24, 2009 Must be an employee or contractor on March 24, 2009 Must remain an employee/contractor on replacement grant date

7 Summary Terms of Offer: Summary Terms of Exchange Replacement option grant is for a lesser number of new shares # of new shares in replacement grant set by exchange ratios Exchange ratios based on fair value of existing option Exchange Ratios: For options with exercise prices from $13.66 to $16.99: Exchange 1.10 existing option shares for 1.0 new option shares For options with exercise prices from $17.00 and above: Exchange 1.21 existing option shares for 1.0 new option shares New option shares will be subject to new vesting terms Replacement options will be unvested & have a 1-year cliff See following slides for additional details New options will have a ten year expiration term

9 Summary Terms of Offer: Exchange Ratio Examples Assume you have 3 existing option grants Each of your existing option grants includes the following features - Each is an option grant for 300 shares The grants have the following exercise prices $8.23, $14.95 & $18.22 Re-pricing eligibility analysis of these existing option grants Options w/exercise prices of $14.95 and $18.22 are eligible (each >$13.65) Option w/exercise price of $8.23 is not eligible (<$13.66) The 300 shares at $14.95 are subject to the 1.1 ratio So, number of replacement option shares -> 300 / 1.1 = 272 The 300 shares at $18.22 are subject to the 1.21 ratio So, number of replacement option shares -> 300 / 1.21 = 247 600 shares exchange for 519 at a new exercise price Note: Shares are rounded down to the nearest whole number

11 Summary Terms of Offer: Why >$13.65 & Why Exchange Ratios Why are only options w/exercises prices >$13.65 eligible for re-pricing? Our board approved >$13.65 to balance employee and shareholder interests Our board assessed many factors, including other companies' methods We engaged a compensation consultant to assist us w/our analysis We believe $13.65 is fair to employees & shareholders Why exchange ratios? Why not a 1 for 1 exchange of old for new? The exchange is intended to be value neutral to each employee New options expected to have same fair value as old options With exercise price of new options expected to be lower, then # of new shares adjusts Exchange ratios of 1.1 and 1.21 derived from Black-Scholes financial model Please review the Tender Offer documentation at SEC & portal websites

13 Summary Terms of Offer: New Vesting Schedules If your existing option was granted in 2007 & is exchanged: Your vesting is re-set to zero & you will have a 1-year cliff You will vest 1/3 of your replacement grant on 1st anniversary Remainder vests monthly over last 24 months Your vesting is subject to your continuing service Fully vested 3 years after the replacement grant date If your existing option was granted in 2008 & is exchanged: Your vesting is re-set to zero & you will have a 1-year cliff You will vest 1/4 of your replacement grant on 1st anniversary Remainder vests monthly over last 36 months Your vesting is subject to your continuing service Fully vested 4 years after the replacement grant date

15 Summary Terms of Offer: Why New Vesting Terms? Why will the new options have a new vesting schedule? Our board assessed many factors, including other companies' methods A goal of the re-pricing is to increase employee retention This goal is furthered by the new vesting terms We assessed shareholder interests & concluded a 1-year cliff made sense Board balanced employee & shareholder interests in setting new vesting We believe the new vesting terms are fair to employees & shareholders

17 Summary Terms of Offer: Replacement Grant Date Replacement grant date is the expiration date of the Offer Expiration date is April 22, 2009 @ 9:00 p.m. U.S. PDT (April 23, 2009 @ 7:00 a.m. Israeli) Unless Offer is extended or Unless Offer is withdrawn, e.g. Decrease of greater than 50% of our share price Decrease in Dow Jones index or S&P 500 averages by 10%+ War, hostilities, etc. involving the U.S. or Israel Several other circumstances which may allow company to withdraw exchange Offer See Schedule A, "Conditions of this Offer" in Offer documents for all others So, if Offer expires on April 22, 2009 as currently scheduled, then replacement grant date Will be April 22, 2009 New exercise price will be closing price on April 22, 2009 New grant's exercise price may be higher, lower or same as existing grant's ex. price

19 Points to Remember You can make your election at: the offer web site via facsimile or Via hand delivery You must exchange/not exchange entire grants No partial elections, i.e., exchange only 200 (last example) Must be an employee/contractor on replacement grant date Company personnel cannot provide advice Please submit questions to: TenderOffer@Mellanox.com administered by the Legal Department Israeli tax considerations (details in next slides)

21 Points to Remember (continued) - Israeli Tax Considerations - part 1 We have applied for (but have not received) an Israeli tax ruling Primary goal is that the exchange will not trigger an immediate tax event We do not have the ruling yet & do not know tax treatment of exchange If the ITA issues the ruling, then the replacement options granted in exchange for existing unvested eligible options should be subject to the Capital Gains Track - "CGT" (with a new two-year holding period) The company has also requested to amend the tax treatment of replacement options granted in exchange for vested eligible options However, all 2006 GSIP options granted before December 26, 2008 do not meet CGT Via ruling, we request unvested options to be exchanged for unvested options w/CGT

23 Israeli Tax Considerations (continued) - - Why Don't the 2006 GSIP Grants Meet CGT? Grants made under 2006 GSIP before Dec 26, 2008 do not meet CGT ITA requirements for CGT compliance not completed after plan adoption So, 2006 GSIP grants made before Dec. 26, 2008 are not now on CGT On December 26, 2008, we completed the ITA CGT compliance requirements If we receive the ruling we have requested, then Existing unvested 2006 GSIP grants will receive CGT upon exchange & Will have a new two-year holding period Existing vested 2006 GSIP grants will not receive CGT upon exchange Our ruling requests to amend the tax treatment for these shares We do not know what treatment the vested shares will receive upon exchange We have requested a blended tax rate treatment: CGT treatment going forward and employment income rates with respect to the period from the original date of grant until the date determined by the ITA

25 Points to Remember (continued) - Israeli Tax Considerations - part 2 No guarantee we will receive the ruling (or upon what terms) - In the absence of a ruling, the exchange would entail an immediate tax event (on the value of the surrendered options vested on the date of the exchange, at employment income rates) - which will be borne by the option holder

27 Points to Remember (continued) You will receive a lesser amount of shares upon exchange Your vesting will be re-set to zero Offer expires April 22, 2009 @ 9:00 p.m. Pacific Time April 23, 2009 @ 7:00 a.m. Israeli Time Unless Offer is extended or withdrawn If no extension or withdrawal Replacement grant date will be April 22, 2009 New exercise price will be closing price on April 22, 2009 Welcome e-mail sent to eligible employees & contractors More explanatory information; SEC and portal web addresses Eligible employees/contractors will receive a summary of eligible grants Please DO NOT seek advice from company personnel

EX-99.(A)(1)(XII)

EXHIBIT (a)(1)(xii)

Internal Post and E-mail Announcement

To:	Eligible Mellanox Employees and Contractors
From:	Eyal Waldman, President and Chief Executive Officer
Date:	April 2, 2009
Re:	Important Update Regarding Mellanox Option Exchange Program

     As previously announced, Mellanox has launched an important compensation program for eligible Mellanox employees and contractors by making an offer (the “Offer”) to allow eligible Mellanox employees and contractors to exchange certain existing options that have an exercise price greater than $13.65 per share and were granted under our Global Share Incentive Plan (2006) (together with its Appendices, the “Global Plan”) for replacement options that have a per share exercise price equal to the per share closing sales price of our ordinary shares on the date of the exchange (the "Option Exchange Program”).

REVISED TERMS OF THE OFFER

     Since the Offer was originally announced, Mellanox has revised the terms of the Offer as follows:

     1. The Offer will now remain open for one additional day, i.e., until 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009), unless the Offer is extended. Replacement options granted in exchange for existing options surrendered in the Offer will be granted on that same date, such that the “replacement grant date” will also be April 22, 2009 (U.S.), unless the Offer is extended. Your replacement options will continue to have an exercise price per share equal to the per share closing sales price of our ordinary shares as quoted on The Nasdaq Global Select Market on the replacement grant date (or as modified as required under local tax laws for replacement options granted outside the United States).

     2. Other revised terms of the Offer that are not expected to impact the economic terms of the Offer are set forth in the “Schedule TO—Tender Offer Statement Filed with the SEC” and the related exhibits. The “Schedule TO—Tender Offer Statement Filed with the SEC” is available by clicking on this hyperlink:

http://idea.sec.gov/cgi-bin/browse-idea?action=getcompany&CIK=0001356104&owner=exclude&count=40.

     We urge you to read the “Schedule TO—Tender Offer Statement Filed with the SEC” and the related exhibits carefully.

KEY DATES TO REMEMBER

     The key dates to remember in connection with the revised terms of the Offer are:

• Commencement Date: The commencement date of the Offer is March 24, 2009.

• Withdrawal Date: You may withdraw or change your previously submitted election to exchange options at any time on or before 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009). If the Offer is extended beyond that time, you can withdraw or change your election at any time until the extended expiration of the Offer.

• Expiration Date: The Offer expires at 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009) (unless we extend the Offer).

• Option Cancellation Date: The eligible options that have been tendered will be cancelled on April 22, 2009 (U.S.) or, if the Offer is extended, the extended expiration date of the Offer.

• Replacement Option Grant Date: The new options will be granted on April 22, 2009 (U.S.) or, if the Offer is extended, the extended expiration date of the Offer.

     Included in this e-mail is information that explains the Option Exchange Program in greater detail, including its potential benefits and risks and the actions you will need to take if you choose to participate. Please review the material carefully and weigh your decision with equal care.

     NO MELLANOX EMPLOYEE OR AGENT IS AUTHORIZED TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO YOUR CHOICES. AS A RESULT, YOU MAY WISH TO CONSULT WITH A PROFESSIONAL FINANCIAL ADVISOR AS PART OF YOUR DECISION MAKING PROCESS.

     If you do not make your election through the Offer website, your properly signed and completed Election Form must be received via facsimile or by hand delivery by 9:00 p.m. U.S. Pacific Time on April 22, 2009 (7:00 a.m. Israeli Time on April 23, 2009) by Matthew Gloss, Vice President of Legal Affairs, at Fax: (408) 970-3403 or Mellanox Technologies, Inc., 350 Oakmead Parkway, Suite 100, Sunnyvale, California 94085.

     Although the Board of Directors has approved the Offer, neither we nor the Board of Directors make any recommendation as to whether you should accept or refrain from accepting the Offer. You must make your own decision about the Offer, taking into account your own personal circumstances and preferences. You should carefully review the materials provided or referred to in this package. We recommend that you consult with your personal financial, tax and legal advisors in deciding whether to accept the Offer.

2

CORRESP

corresp1

CORRESP

April 2, 2009

VIA EDGAR AND FEDERAL EXPRESS

Daniel F. Duchovny, Esq.
Special Counsel
Office of Mergers & Acquisitions
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628

140 Scott Drive
Menlo Park, California 94025
Tel: +1.650.328.4600 Fax: +1.650.463.2600
www.lw.com

FIRM / AFFILIATE OFFICES
Abu Dhabi	Munich
Barcelona	New Jersey
Brussels	New York
Chicago	Northern Virginia
Doha	Orange County
Dubai	Paris
Frankfurt	Rome
Hamburg	San Diego
Hong Kong	San Francisco
London	Shanghai
Los Angeles	Silicon Valley
Madrid	Singapore
Milan	Tokyo
Moscow	Washington, D.C.

Re:  Mellanox Technologies, Ltd.
Amendment No. 2 to Schedule TO-I
File No. 005–83178

Dear Mr. Duchovny,

          On behalf of Mellanox Technologies, Ltd. (“Mellanox” or the “Company”), we confirm receipt of the letter dated March 27, 2009 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the above referenced Schedule TO-I, as amended (the “Schedule TO”). We are responding to the Staff’s comments on behalf of Mellanox, as set forth below. The Staff’s comments are set forth below in bold and numbered to correspond to the numbered comments in the Staff’s letter. Mellanox’s responses follow each of the Staff’s comments.

          Simultaneously with the filing of this letter, Mellanox is filing Amendment No. 2 to Schedule TO (“Amendment No. 2”), which incorporates Mellanox’s responses to the Staff’s comments. Courtesy copies of this letter and Amendment No. 2, which is specifically marked to show changes made to Schedule TO, are being submitted to the Staff via Federal Express.

Offer to Exchange

1. We note on the second slide of your presentation filed as exhibit (a)(1)(xi) that you instruct optionholders to read the offer document on Internet websites. Please tell us how you complied with the dissemination requirements of Rule 13e-4(e).

          The Company respectfully advises the Staff that the Company believes it has complied with the dissemination requirements of Rule 13e-4(e) by making electronic links to the offer documents available to option holders via the Company’s intranet and by providing instructions for requesting paper copies of the offer documents and election forms from the Company in the

April 2, 2009
Page 2

Instructions Forming Part of the Terms and Conditions of the Offer attached as Exhibit (a)(1)(vii) to the Schedule TO.

Cover Page

2. We note that option holders will be eligible to participate in the offer only if they remain employed or have a contract service relationship with the bidder through the date you grant the new options, which is expected to be the business day after the expiration of the offer. Please be advised that all conditions to the offer, other than those subject to applicable law, must be satisfied or waived before the expiration of the offer. Please revise each instance in which this language appears in the offer document and in the ancillary documentation filed as exhibits to the Schedule TO. Also, tell us what consideration you have given to distributing a revised letter similar to the one filed as exhibit (a)(1)(iii) to the Schedule TO.

          In response to the Staff’s comment, the Company has extended the expiration date of the offer by one day, with the replacement grants to be issued automatically on the same date as the offer expiration date, subject to the option holder’s continued service relationship through such date. The Company has revised each instance where this language appears in the offer document and in the ancillary documentation filed as exhibits to the Schedule TO. In addition, the Company will distribute a revised letter to all eligible option holders, the form of which has been filed as Exhibit (a)(1)(xii) to the Schedule TO.

3. We note your disclosure that states if you “determine that this Offer is infeasible and impractical in any such jurisdiction under local regulations, then residents of such jurisdiction shall not be eligible to participate” in the offer. The right to terminate the offer based on feasibility or practicality appears to render the offer illusory. Please revise to eliminate this right or clarify.

          In response to the Staff’s comment, the Company has revised its disclosure on pages 1, 4, 8, 15 and 19 of the Offer to Exchange to clarify that if it determines that the offer is prohibited in any jurisdiction under local regulations, then residents of such jurisdiction will not be eligible to participate in the offer.

4. It appears that the company is relying upon the global exemptive order issued by the Commission on March 21, 2001 with respect to “option exchange offers.” In your response letter, explain how this offer meets all of the conditions outlined in the global order. In particular, us why the new options will have an exercise price that will not be determined until after expiration of the exchange offer. We refer you to the fourth condition of the global order, Rule 13e-4(d)(1)(ii) and Item 1004 of Regulation M-A.

          In response to the Staff’s comment, the Company has extended the expiration date of the offer by one day, with the replacement grants to be issued automatically on the same date as the offer expiration date, subject to the option holder’s continued service relationship through such date. As amended, the offer meets all of the conditions outlined in the global exemptive order

April 2, 2009
Page 3

issued by the Commission on March 21, 2001 with respect to option exchange offers because: (1) the Company is eligible to use Form S-8, the options subject to the exchange offer were issued under an employee benefit plan as defined in Rule 405 under the Securities Act of 1933, as amended, and the securities offered in the exchange offer will be issued under such an employee benefit plan; (2) the exchange offer is being conducted for compensatory purposes (i.e., by providing eligible employees and contractors with the compensatory benefit of holding options that over time may have a greater potential to increase in value); (3) the Company has disclosed in the Offer to Exchange the essential features and significance of the exchange offer, including risks that option holders should consider in deciding whether to accept the offer; and (4) except as exempted in the global order, the Company has complied with Rule 13e-4.

5. On a related note, your disclosure in the Schedule TO states that the offer is made to “certain of [your] contractors who reside in” various foreign jurisdictions. Please tell us how you determine which contractors are eligible to participate in the offer and how you are complying with the requirements of the global exemptive order in this respect. We note an apparent discrepancy in that your offer document does not restrict eligibility to “certain” contractors, only requiring their residence in a specific country and their continued provision of services through the grant date of the new options.

          In response to the Staff’s comment, the Company has revised the disclosure on page 2 of the Schedule TO to delete the words “certain of” to reflect that all contractors resident in the specified countries who continue to provide services to the Company through the grant date of the new options are eligible to participate in the offer. The Company respectfully advises the Staff that the offer is open to all contractors resident in such countries who continue to provide services to the Company through the replacement grant date and who hold options meeting the criteria set forth in the offer.

Summary Term Sheet, page 1

6. Refer to Q30 on page 7. We note you have reserved the right to not grant exchange options after having accepted tenders if you are “prohibited by applicable law or regulations from doing so, or until all applicable legal and regulatory issues are addressed.” This disclosure suggests that conditions to the offer may be asserted after expiration of the offer. Please be advised that all conditions to the offer, other than those subject to applicable law, must be satisfied or waived before the expiration of the offer. Please revise the disclosure to make clear that all conditions to the offer, other than those dependent upon receipt of necessary government approvals, must be satisfied or waived on or before the expiration of the offer.

          The Company has revised the disclosure on page 13 of the Offer to Exchange in response to the Staff’s comment.

April 2, 2009
Page 4

Purpose of the Offer, page 11

7. We note your disclosure in the third full paragraph of page 12 that you have no plans “except as otherwise disclosed...in our filings with the [SEC].” Please revise your disclosure to comply with Item 6 of Schedule TO and Item 1006(c) of Regulation M-A, which require disclosure of any plans in the offer document.

          The Company has revised the disclosure on page 17 of the Offer to Exchange in response to the Staff’s comment.

Withdrawal Rights, page 13

8. Please revise your disclosure to describe the withdrawal rights required by Rule 13e-4(f)(2)(ii).

          The Company has revised the disclosure on page 18 of the Offer to Exchange in response to the Staff’s comment.

Information Concerning Mellanox, page 16

9. It appears you have incorporated by reference the financial information required by Item 1010(a) of Regulation M-A. We note, however, that you have not provided the summary information required by Item 1010(c)(1)-(3). Please revise to provide that disclosure or your analysis as to why such disclosure is not necessary.

          In response to the Staff’s comment, the Company has revised the disclosure on page 21 of the Offer to Exchange and attached Schedule C to include the summary information required by Item 1010(c)(1) and (3) of Regulation M-A. The Company supplementally advises the Staff that the Company does not have any discontinued operations; therefore, the information required by Item 1010(c)(2) of Regulation M-A is not applicable.

Miscellaneous, page 27

10. We note your statement in the last sentence of the first paragraph that you “undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.” This statement is inconsistent with your obligation to amend and promptly disseminate revised information in the event that your existing disclosure materially changes. Revise accordingly.

          In response to the Staff’s comment, the Company has deleted this statement from the disclosure on page 31 of the Offer to Exchange.

Schedule A. Condition of this Offer

11. We note your disclosure that you may assert a condition “regardless of the circumstances giving rise thereto.” A tender offer may be conditioned on a variety

April 2, 2009
Page 5

of events and circumstances, provided that they are not within the direct or indirect control of the bidder. With this in mind, please revise your disclosure to clarify that your actions or omissions to act will not give rise to a condition.

          The Company has revised the disclosure on page 1 of Schedule A to the Offer to Exchange in response to the Staff’s comment.

12. Note that a tender offer may only be subject to conditions that are drafted with sufficient specificity so as to be understandable and to allow for objective verification that the conditions have been satisfied. In the absence of any objective criteria, such as a standard of reasonableness, satisfaction of a condition in the company’s sole judgment or sole discretion may be deemed the equivalent of a waiver of the condition which may require that at least five business days remain in the tender offer. Accordingly, please revise condition (f) of this section.

          In response to the Staff’s comment, the Company has revised condition (f) on page 2 of Schedule A to the Offer to Exchange to include a standard of reasonableness.

13. Refer to the last paragraph of this section relating to your failure to exercise any of the rights described in this section. This language suggests that once an offer condition is triggered, you much decide whether or not to waive the condition. Note that when a condition is triggered and you decide to proceed with the offer anyway, we believe that this constitutes a waiver of the triggered condition(s). Depending on the materiality of the waived condition and the number of days remaining in the offer, you may be required to extend the offer and recirculate new disclosure to security holders. You may not, as this language seems to imply, simply fail to assert a triggered offer condition and thus effectively waive it without officially doing so. Please confirm your understanding supplementally.

          The Company supplementally advises the Staff that the Company acknowledges and understands that it may be required to extend the offer and recirculate new disclosure to security holders in the event a material condition is waived and a sufficient number of days does not remain in the offer period.

14. We also note the language in the last paragraph in this section that the company’s “failure at any time to exercise any of these rights shall not be deemed a waiver of any such rights.” If an event triggers a listed offer condition, and the company determines to proceed with the offer anyway, it has waived the offer condition. When an offer condition is triggered by events that occur during the offer period and before the expiration of the offer, the company should inform holders of eligible options how it intends to proceed promptly, rather than waiting until the end of the offer period, unless the condition is one where satisfaction of the condition may be determined only upon expiration. Please confirm the company’s understanding in your response letter.

April 2, 2009
Page 6

          The Company supplementally advises the Staff that the Company acknowledges and understands that in the event an offer condition is triggered by events that occur during the offer period and before the expiration of the offer, the Company will inform holders of eligible options how it intends to proceed promptly, rather than waiting until the end of the offer period, unless the condition is one where satisfaction of the condition may be determined only upon expiration.

*  *  *

          Additionally, at the Staff’s request, we have provided concurrently with this letter, a written statement from Mellanox acknowledging that:

• the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

• Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

• the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

          We very much appreciate the Staff’s review of this filing. The Company anticipates completing the offer to exchange described in Schedule TO, as amended by Amendment No. 2, on the final day that participants can tender their options, which is scheduled for April 22, 2009. We therefore respectfully request that if the Staff has any additional questions or comments, please direct them as soon as possible to the undersigned at (650) 463-2677 or Mark Roeder, Esq. of this firm at (650) 463-3043.

Very truly yours,

/s/ Kathleen M. Wells

Kathleen M. Wells, Esq.
of Latham & Watkins LLP

cc: Michael Gray, Mellanox Technologies, Ltd.
Matthew Gloss, Esq., Mellanox Technologies, Ltd.
Alan C. Mendelson, Esq., Latham & Watkins LLP
Mark Roeder, Esq., Latham & Watkins LLP