SecProbe.io

CORRESP
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filename1.htm

[CEVA
Letterhead]

May 24,
2005

VIA
EDGAR AND OVERNIGHT DELIVERY

Securities
and Exchange Commission

Division
of Corporation Finance

450 Fifth
Street, N.W.

Washington,
D.C. 20549

Attention:
 Brian R.
Cascio

     Jeanne
Bennett

    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

Ladies
and Gentlemen:

On behalf
of CEVA, Inc. (the “Company”), we respectfully submit this letter in response to
comments from the Staff of the Securities and Exchange Commission received by
letter dated May 12, 2005, relating to the Company’s Form 10-K for the fiscal
year ended December 31, 2004 and Form 10-Q for the fiscal quarter ended March
31, 2005.

In this
letter, we have recited the comments from the Staff in italicized, bold type and
have followed each comment with the Company’s response thereto.

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.

      In
      response to the Staff’s comment, the Company supplementally advises the
      Staff that both Kost Forer Gabbay & Kassierer (“Israeli Auditors”) and
      Ernst & Young—Dublin, Ireland (“Irish Auditors”) are members of Ernst
      & Young Global.  Following the merger of the Company with Parthus
      Technologies, plc in November 2002, in which the Company was the surviving
      corporation, the majority of the Company’s finance function was located in
      Dublin and it was determined to have responsibility for the audit
      centralized in Dublin, Ireland as soon as was feasible, which was when the
      audit for fiscal year 2002 was completed and the 10-K for the year ended
      December 31, 2002 was filed.  In early 2003, responsibility for the
      audit was transferred to the Dublin office of the Irish Auditors from the
      Israeli Auditors.  There was no change in the designated “filing
      reviewer,” required to be appointed under the AICPA SEC Practice Section
      rules, in the US firm of Ernst & Young LLP responsible for the
      Company.  The definition of “accounting firm” in Reg. Sec.
      210.2-01(f)(2) of Regulation S-X includes “...all of the organization’s
      departments, divisions, parents, subsidiaries, and associated entities,
      including those located outside of the United States.”  We
      respectfully note that under this definition there was no change in the
      accounting firm responsible for our audit as both the Israeli Auditors and
      Irish Auditors are associated entities of Ernst & Young LLP.
      Because Registrant understood that both the Irish Auditors and Israeli
      Auditors were part of the same accounting firm, it did not “dismiss” its
      auditors and its auditors did not  “resign” within the intendment of
      Item 4.01 of Form 8-K.  We also understand that on other occasions
      responsibility for an audit by Ernst & Young Global has been changed
      from one member to another without the Staff concluding that a change in
      auditors has occurred for purposes of Section 304.  While we
      recognize that you are not bound by prior practice, to conclude that the
      Israeli Auditors and the Irish Auditors are not part of the same firm
      would raise issues not contemplated by the Staff’s comment.  For
      example, if they are not part of the same accounting firm, then the
      prohibitions in Section 10A(g) of the Securities Exchange Act of 1934
      would not apply to services provided to an issuer by the Israeli Auditors
      if the audit is performed by the Irish Auditors.  We respectfully
      submit that such a result would not be consistent with views expressed by
      the Staff in other contexts.  As a result, given the foregoing, the
      Company respectfully believes that the described transfer would not
      constitute a “change” in auditors for purposes of Section 304 and would
      not require the filing of a Form 8-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.

We
supplementally advise the Staff that the Company respectfully believes that the
referenced item does include the required conclusion by the Company’s chief
executive officer and chief financial officer. The Company supplementally
advises the Staff that the Company will revise its disclosure in future filings
to ensure that such conclusion is sufficiently clear in response to the Staff’s
comment.

      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 your most recent 10-K
      amendment and specifically when all steps will be
      completed.

We
supplementally advise the Staff that the referenced disclosure differed from
Item 9A of our Form 10-K in that we specifically stated which items had been
completed during the period covered by the 10-Q:

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“During
the first quarter of 2005 we took the following steps as part of these
remediation efforts:

·  set up
procedures to ensure that a comprehensive review of all past and future
agreements is undertaken when we are entering into a new revenue generating
agreement with a customer where we have an existing relationship with this party
such as an existing customer, supplier or service provider relationship;

·  and
retained a third party accounting firm to consult on complicated technical
accounting issues.

We are in
the process of scheduling training and updates for our accounting and finance
personnel on revenue recognition policies.”

We
supplementally advise the Staff that in future filings we will specify when all
steps will be completed and further supplementally advise the Staff that we
expect to complete these remediation efforts by the end of the second fiscal
quarter.

Please
direct your questions or comments regarding the Company’s responses to the
undersigned at 408-514-2941 or to
Bret M. DiMarco of Wilson Sonsini Goodrich & Rosati, Professional
Corporation at 650-320-4638. Thank you for your assistance.

      Sincerely,

      CEVA,
      Inc.

      /s/ Yaniv
      Arieli
Yaniv
      Arieli

      Chief
      Financial Officer

Cc: David J.
Segre, Esq.

Bret M.
DiMarco, Esq.

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