SecProbe.io

July 14, 2011
 Via E-mail

Mr. Ira Palti President and Chief Executive Officer Ceragon Networks LTD. 24 Raoul Wallenberg Street Tel Aviv 69719, Israel
Re: Ceragon Networks LTD.
Form 20-F for Fiscal Year Ended December 31, 2010 Filed March 31, 2011 File No. 000-30862

Dear Mr. Palti:
 We have reviewed your Form 20-F for the fi scal year ended December 31, 2010 and have
the following comments.  In some of our co mments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter within te n business days and provide the requested
information and indicate that you will comply w ith our comments in future filings.  Confirm in
writing that you will do so and also explain to  us how you intend to comply.  If you do not
believe our comments apply to your facts and ci rcumstances or do not believe compliance in
future disclosure is appropriate, pl ease tell us why in your response.

  After reviewing the information you provide  in response to these comments, we may
have additional comments.

Item 5. Operating And Financial Review And Prospects, page 30

 Comparison of Period to Period Re sults of Operations, page 35

1. Please provide a more detailed analysis of  the reasons underlying identified material
quantitative changes in operating measures from period to period.  For example, under
Selling and Marketing Expenses on page 36, you should describe why the number of
employees in your subsidiaries increased.  Re fer to the Commission’s interpretive release
No. 33-6835 dated May 18, 1989.

Mr. Ira Palti
Ceragon Networks LTD. July 14, 2011 Page 2
 Item 15. Controls And Procedures, page 81

 (b) Management’s Report on Internal C ontrol Over Financial Reporting, page 81

2. Provide a statement of management’s res ponsibility for establishing and maintaining
adequate internal control ove r financial reporting.  See Item 15(b)(1) of Form 20-F.
 Item 18. Financial Statements, page 84

 Note 1(b): Acquisitions, page F-10

3. On page 4, you disclosed that you undertook “a nu mber of identified contingent liabilities
from Nera, such as various known litigations wi th third parties, as well as potential tax
and other contingent exposures with custom ers, suppliers, and employees, all of which
could accumulate to a substantial amount.  If  these contingent liabilities were to
materialize, it may result in the transaction being substantially more  expensive than the
agreed purchase price.” Tell us how you considered a “Subsequent Events” footnote and
related disclosures pursuant to ASC 450-20-50- 9(b).  In this re gard, we note your
additional disclosures regarding the Nera Acquisition on page 64.
 Note 2(n) – Revenue recognition, page F-15

4. On page 8, you stated that you engage in turn-k ey projects subject to  contracts involving
significant amounts to be paid by your custom ers over time and additionally, subject to
customer acceptance. Tell us the typical pr oject duration and how you recognize revenues
from such projects over the period of performa nce. Refer to your basis in the accounting
literature.

Note 11: Segments, Customers and Geographic Information, page F-38
 5. As disclosed, you operate in one reportable segment. However, on page 44, we note that
you have a General Manager for each of the Short Haul Business Unit and the Long Haul
Business Unit. Tell us if these business un its were in place during 2010. Additionally, we
note from your web site at http://www. ceragon.com/team.asp that you also have a
President for each major geographic area: Eur ope, India, Latin Amer ica, Africa,  APAC,
and Ceragon USA (Ceragon Networks Inc).      Based on your disclosures, it appears to us that you
have aggregated several operating
segments into one reportable segment. If that is the case, p lease tell us the operating
segments you have identified in accord ance with ASC 280-10-50 and your basis for
aggregating these operating segments  into one reportable segment  in accordance with ASC
280-10-50-11 .

Mr. Ira Palti
Ceragon Networks LTD. July 14, 2011 Page 3
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Kathryn Jac obson, Staff Accountant, at 202-551-3365 or Ivette Leon,
Assistant Chief Accountant, at  202-551-3351 if you have questions  regarding comments on the
financial statements and related matters.  Please  contact Jonathan Groff, Staff Attorney, at 202-
551-3458 or me at 202-551-3810 wi th any other questions.

Sincerely,
   /s/ Celeste M. Murphy for

                                                         Larry Spirgel
        A s s i s t a n t  D i r e c t o r