SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

      June 21, 2005

Mr. Karl Schneider
Chief Financial Officer
Zoran Corporation
1390 Kifer Road
Sunnyvale, CA 94086

      Re:	Zoran Corporation
Form 10-K for the Year Ended December 31, 2004
Form 10-Q for the Quarter Ended March 31, 2005
		File No. 000-27246

Dear Mr. Schneider:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Forms 8-K dated January 25, 2005 and April 28, 2005

1. We note your response to prior comment 6.  We note that you do
not
consider charges for excess and obsolete inventory, amortization
of
intangible assets and stock compensation expense to be part of
your
"core operating results."  However, these recurring charges appear
to
be an integral part of your ongoing operations.  Revise your
disclosures to clearly state your basis for excluding these
charges
in your non-GAAP measure.

2. We note that you continue to present a non-GAAP statement of
operations.  Revise your presentation to remove the non-GAAP
statement of operations and instead present each of your non-GAAP
measures individually.  Alternatively, revise your proposed
discussion to include all disclosures required by Item 10(e)(1)(i)
of
Regulation S-K for each of the individual non-GAAP measures.  Your
disclosures should address why each of these non-GAAP financial
measures provides useful information to investors regarding your
financial condition and results of information and how each
measure
is used by management.

Please provide us with a full sample of your proposed disclosures
to
be included in future filings.

Response Letter filed June 13, 2005

3. We note that you did not provide the three acknowledgements in
the
form previously requested. Accordingly, please provide all three
acknowledgements as previously requested in our letter dated April
29, 2005.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	You may contact Tom Dyer, Staff Accountant, at (202) 551-3641
or
Kevin Vaughn, Reviewing Accountant, at (202) 551-3643 or me at
(202)
551-3327 if you have questions regarding comments on the financial
statements and related matters.

							Sincerely,

							Michele Gohlke
							Branch Chief

??

??

??

??

Mr. Karl Schneider
Zoran Corporation
June 21, 2005
Page 1

</TEXT>
</DOCUMENT>