SecProbe.io

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May 12, 2005

Mail Stop 0306

Gideon Wertheizer, Chief Executive Officer
CEVA, Inc.
2033 Gateway Place, Suite 150
San Jose, California 95110

Via U S Mail and FAX [ (408) 514-2993 ]

Re:	CEVA, Inc.
	Form 10-K for the fiscal year ended December 31, 2004
	Form 10-Q for the fiscal quarter ended March 31, 2005
	File No.

Dear Mr. Wertheizer:

      We have reviewed your filings 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
file
the requested Forms to comply with our comments.  As indicated in
other comments, we think you should revise your documents in
response
to those comments in all future filings with the Commission.  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 supplemental 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.

Mr. Gideon Wertheizer
CEVA, Inc.
May 12, 2005
Page 2

Form 10-K for the fiscal year ended December 31, 2004 and
Amendments
1 and 2

Reports of Independent Registered Public Accounting Firm - Pages
F-2
and F-3

1. We note that in 2003 you changed auditors from Kost Forer
Gabbay &
Kassierer - Tel-Aviv, Israel, a member of Ernst & Young Global, to
Ernst & Young - Dublin, Ireland.  Please file the required Form 8-
K
to report this change, and provide the disclosures required by
Item
304 of Regulation S-K.

 Form 10-Q for 3/31/05

Item 4  Controls and Procedures - Page 26

2. It is unclear whether your chief executive officer and chief
financial officer have concluded that your disclosure controls and
procedures are effective as defined by Rule 13a-15(e) of the
Exchange
Act.  In future filings, please revise to address your officers`
conclusions regarding the effectiveness of your disclosure
controls
and procedures.

3. We note the disclosures here are the same as in Item 9A of your
Form 10-K as amended.  Please explain to us supplementally, and
disclose in future filings, what new steps have been taken since
the
your most recent 10-K amendment and specifically when all steps
will
be completed.

*  *  *  *  *  *  *

      As appropriate, please file the requested Forms and respond
to
the other 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 supplemental 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.  Please file your
response
letter on EDGAR under the label "CORRESP."  When sending
supplemental
information regarding this filing, please include the following
ZIP+4
code in our address:  20549-0306.

Mr. Gideon Wertheizer
CEVA, Inc.
May 12, 2005
Page 3

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 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
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 filing or in response to
our comments on your filing.

      You may contact Jeanne Bennett at (202) 551-3606, if you
have
questions regarding our comments.  In her absence you may contact
me
at (202) 551-3676.

      Sincerely,

      							Brian R. Cascio
      							Accounting Branch Chief
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