SecProbe.io

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Mail Stop 3561

      							July 28, 2005

VIA INTERNATIONAL MAIL AND FAX  011-33-1-46-290808
Ms. Chantal Bourgeat
Chief Financial Officer
Wavecom S.A.
3 esplanade du Foncet
92442 Issy-les-Moulineaux Cedex
France

	Re:	Wavecom S.A.
      Form 20-F for Fiscal Year Ended December 31, 2004
		Filed April 7, 2005
		File No.  0-30078

Dear Ms. Bourgeat:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your documents 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 or may not
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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 20-F for Fiscal Year Ended December 31, 2004

Results of Operations, page 27

Sales by application, page 28

1. We note that your sales to distributors accounted for 37.8% of
your revenues.  Tell us the nature of these distributors` rights
of
return and your consideration of paragraph 6 of SFAS 48.

Cost of goods sold, page 29

2. Tell us in more detail what you mean by the statement that you
"benefited from the effect of re-evaluation of provisions for
third
party intellectual property royalties."

Item 15. Controls and Procedures, page 65

3.  We note your disclosure that your "Chief Executive Officer and
Chief Financial Officer concluded that, except as otherwise
disclosed
below, as of December 31, 2004, our disclosure controls and
procedures were designed to ensure that material information
relating
to Wavecom . . . is made known to our Chief Executive Officer and
Chief Financial Officer . . ." (emphasis added) Given the
exception
noted, it remains unclear whether your chief executive officer and
chief financial officer have concluded that your disclosure
controls
and procedures are effective or not effective.  Please revise your
disclosure to state, in clear and unqualified language, the
conclusions reached by your chief executive officer and your chief
financial officer on the effectiveness of your disclosure controls
and procedures.  For example, if true, you can state that given
the
identified material weakness, your disclosure controls and
procedures
are not effective.  You should not, however, state the conclusion
in
your current disclosure, which appears to state that your
disclosure
controls and procedures are effective except to the extent they
are
not effective.  Please amend your Form 20-F accordingly.

4.  We note your disclosure that your "disclosure controls and
procedures were designed to ensure that material information
relating
to Wavecom, including its consolidated subsidiaries, is made known
to
our Chief Executive Officer and Chief Financial Officer by others
within those entities, particularly during the period in which
this
Annual Report was being prepared."  Please note that under Rule
13a-
15(e) of the Exchange Act, the term disclosure controls and
procedures means controls and procedures that are designed to
ensure
that information required to be disclosed in the reports that you
file under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Commission`s
rules
and forms and are also effective to ensure that information
required
to be disclosed in the reports that you file or submit under the
Exchange Act is accumulated and communicated to your management,
including your principal executive and principal financial
officers,
to allow timely decisions regarding required disclosure.  See Rule
13a-15(e) of the Exchange Act.  Please revise accordingly.
Alternatively, in future filings, you may simply state that your
disclosure controls and procedures are effective or not effective,
as
appropriate.

5.  Please describe the "more stringent review process" that you
intend to implement during the first half of 2005.

Consolidated Financial Statements, pages F-3 to F-6

6. We note your declining margins, negative operating cash flows,
declining cash balances and continued losses.  Tell us if there
has
been any change in your financial circumstances that affect your
ability to continue as a going concern.

1. Nature of business and summary of significant accounting
policies,
page F-7

Nature of business, page F-7

7. Tell us if either the discontinued handset or semiconductor
business is considered a component of an entity and your
consideration of paragraphs 41 and 42 of SFAS 144.

Revenue recognition, page F-8

8. We note that you recognize revenues from product sales at the
time
the products are shipped and title has been passed.  It appears
that
your products include embedded software.  Tell us the factors you
considered when determining whether software is more than
incidental
to the product or services that you provide.  Specifically refer
to
SOP 97-2 in your response.

Accrued royalties, page F-11

9. We note that you "accrue the estimated cost of royalties which
may
be due to other patent holders ... based on a percentage of
consolidated product revenues, derived from past experience.  The
ultimate royalty paid by the Company may differ from the amounts
accrued."  Provide us with more details of what you mean by this
statement.  Tell us how you determine the accrual and why you
believe
the accrual is appropriate.  Quantify for us the amounts accrued
with
respect to these other patent holders and any changes in these
accruals for each period that financial statements were presented.

8. Other accrued expenses, page F-18

10. We note that other accrued expenses include a provision of
1,915,000 euros for claims with customers related to defective
products.  Tell us why this provision is specifically excluded
from
your warranty obligation and what the nature of the product defect
was.

12.  Income taxes, page F-23

11. Reconcile for us the disclosure for deferred income tax
expense
for 2003 and 2004.  It is unclear to us how you determined these
amounts.

12. Tell us the nature of the "impact of valuation allowance on
deferred tax assets" in the tax reconciliation schedule and how
those
amounts relate to the valuation allowance captioned separately in
the
following schedule. Please describe the underlying  transactions
that
effected the changes.

13. We note that you recorded a deferred tax of 11,871,000 euros
at
December 31, 2003.  Provide us with more details of this deferred
tax, how it was created, and where this amount is included in your
income tax footnote.

14. We refer to the second paragraph on page F-24.  Your error and
accompanying restatement are unclear to us.  Provide us with more
details regarding the error and how it was corrected.  Also, tell
us
why a restatement of your financial statements, more specifically
the
income statement and balance sheet, was not necessary.  Refer to
your
basis in the accounting literature.

15. We note that you recorded a deferred tax asset of 9,617,000
euros
at December 31, 2004.  Provide us with more details of the asset,
including why you believe that it is realizable.

*    *    *    *

      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.  Please file your response
letter
via EDGAR. Detailed cover letters greatly facilitate our review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Kathryn Jacobson, Staff Accountant, at (202)
551-3365 or Kyle Moffatt, Accountant Branch Chief, at (202) 551-
3836
if you have questions regarding comments on the financial
statements
and related matters.  Please contact Albert Pappas, Senior Staff
Attorney, at (202) 551-3378 or me at (202) 551-3810 with any other
questions.

								Sincerely,

								Larry Spirgel
								Assistant Director

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Ms. Chantal Bourgeat
Wavecom S.A.
July 28, 2005
Page 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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