The purpose of this paper is to study of Maltese phonology as an Arabic (a Semitic language) offshoot language. Maltese is descent from Siculo-Arabic which is a kind of Maghribi Arabic. Chapter II introduces a general overview of the history of Malta before and after the Arab invasion. Malta has a long history more than 8000 years. Nevertheless the Arab period is very short (870-1090). Chapter III explains the Maltese orthography which is written in Roman alphabet to find out its narrow transcription. Chapter IV examines the phonemes of Maltese in aspects of vowels, consonants and syllable structure, in which the followings are found : Maltese has various vowels and diphthongs totaling 21 phonemes which are very common in Romance languages and English, but Arabic, 8 phonemes. Maltese, which has 22 consonants, lost emphatic and guttural consonants which are distinctive feature in Arabic, which has 28 consonants, but has p, v, ċ[t∫], z[ts] not found in Arabic. Maltese has (C)(C)(C)V(C)(C) in syllable structure, while Arabic, CV(C)(C). In conclusion, this study shows that the Maltese is an offshoot language from Arabic, but it was heavily influenced by Romance languages such as Italian and Sicilian, and nowadays by English.