SecProbe.io

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 Ceragon Networks Ltd.
 3 Uri Ariav St., Building A (7 th Floor)
 PO Box 112
 Rosh Ha’Ayin, Israel, 4810002

 May 11, 2026

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, NE
 Washington, D.C. 20549

 Re:

 Ceragon Networks Ltd.

 Registration Statement on Form F-3
 Filed on May 7, 2026
 File No. 333-295619

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ceragon Networks Ltd. hereby respectfully requests
 that the Securities and Exchange Commission accelerate the effective date of the above referenced Registration Statement on Form F-3 so that it will become effective at 10:00 a.m. Eastern Time on May 13, 2026, or as soon as practicable thereafter.

 Very truly yours,

 CERAGON NETWORKS LTD.

 By: /s/ Ronen Stein
 Name:  Ronen Stein
 Title:    Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 8, 2026

Doron Arazi
Chief Executive Officer
CERAGON NETWORKS LTD
3801 E. Plano Parkway
Suite 400
Plano, TX 75074

 Re: CERAGON NETWORKS LTD
 Registration Statement on Form F-3
 Filed May 7, 2026
 File No. 333-295619
Dear Doron Arazi:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Kristin Baldwin at 202-551-7172 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

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    May 10, 2023

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

          Re:

            Ceragon Networks Ltd.

              Registration Statement on Form F-3

              Filed on May 4, 2023

              File No. 333-271637

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ceragon Networks Ltd. hereby respectfully requests
      that the Securities and Exchange Commission accelerate the effective date of the above referenced Registration Statement on Form F-3 so that it will become effective at 10:00 a.m. Eastern Time on May 12, 2023, or as soon as practicable thereafter.

                Very truly yours,

                CERAGON NETWORKS LTD.

                By:  /s/Ronen Stein

                Name:  Ronen Stein

                Title:    Chief Financial Officer

United States securities and exchange commission logo
May 9, 2023
Doron Arazi
Chief Executive Officer
Ceragon Networks Ltd.
3 Uri Ariav St., Bldg. A (7th Floor)
PO Box 112
Rosh Ha’Ayin, Israel, 4810002
Re:Ceragon Networks Ltd.
Registration Statement on Form F-3
Filed May 4, 2023
File No. 333-271637
Dear Doron Arazi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Todd E. Lenson

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                Ran Vered

                Chief Financial Officer

                Ceragon Networks Ltd.

                T: +972-3-543-1000

                E: ranv@ceragon.com

                24 Raoul Wallenberg St., Tel Aviv, Israel 6971920

      May 4, 2020

      VIA EDGAR

      United States Securities and Exchange Commission

      Division of Corporation Finance

      100 F Street, NE

      Washington, DC 20549

      Re:      Ceragon Networks Ltd.

      Registration Statement on Form F-3

      File No. 333-237809

      Ladies and Gentlemen:

      Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Ceragon Networks
        Ltd. (the “Company”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above referenced Registration Statement on Form F-3 so that it will become effective at 4:00 p.m. Eastern Time on May 6, 2020, or as soon as practicable
        thereafter.

      In connection with the foregoing request, the Company hereby acknowledges that:

                ◾

                  should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
                    action with respect to the filing;

                ◾

                  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full
                    responsibility for the adequacy and accuracy of the disclosure in the filing; and

                ◾

                  the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the
                    federal securities laws of the United States.

                  Very truly yours,

                  CERAGON NETWORKS LTD.

                  By:      /s/ Ran Vered

                  Name:  Ran Vered

                  Title:    Chief Financial Officer

United States securities and exchange commission logo
April 28, 2020
Ran Vered
Chief Financial Officer
Ceragon Networks Ltd.
24 Raoul Wallenberg Street
Tel Aviv 6971920, Israel
Re:Ceragon Networks Ltd.
Registration Statement on Form F-3
Filed April 23, 2020
File No. 333-237809
Dear Mr. Vered:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Asia Timmons-Pierce at 202-551-3754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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Ceragon Networks Ltd.

24 Raoul Wallenberg Street

 Tel-Aviv 69719, Israel

April 20, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re:

Ceragon Networks Ltd.

Registration Statement on Form F-3

File No. 333-217194

Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Ceragon Networks Ltd. (the “Company”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above referenced Registration Statement on Form F-3 so that it will become effective at 4:00 p.m. Eastern Time on April 24, 2017, or as soon as practicable thereafter.

In connection with the foregoing request, the Company hereby acknowledges that:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

CERAGON NETWORKS LTD.

By:      /s/ Doron Arazi

Name:  Doron Arazi

Title:    Chief Financial Officer

Mail Stop 3720

April 12, 2017

Doron Arazi
Chief Financial Officer
Ceragon Networks Ltd.
24 Raoul Wallenberg Street
Tel Aviv 69719 , Israel

Re: Ceragon Networks Ltd.
  Registration Statement on Form F-3
Filed  April 7, 2017
  File No.  333-217194

Dear Mr. Arazi :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Joshua Shainess, Attorney -Adviser,  at (202) 551 -7951  with any questions.

Sincerely,

 /s/ Larry Spirgel

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

cc: Richard H. Gilden , Esq.
 Kramer Levin Naftalis & Frankel  LLP

 Lior Aviram, Adv.
 Shibolet & Co.

Mail Stop 3720

February 10, 2017

Mr. Doron Arazi
Executive Vice President and Chief Financial 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, 201 5
Filed March 23, 2016
File No.  000-30862

Dear Mr. Arazi :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of its  disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director
 AD Office 11 – Telecommunications

Mail Stop 3720

December 15, 2016

Mr. Doron Arazi
Executive Vice President and Chief Financial 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, 201 5
Filed March 23, 2016
File No.  000-30862

Dear Mr. Arazi :

We have reviewed your filing and have the following comment.

Please respond to th is comment within ten business days by amending your filing or by
advising us as soon as possible when you will respond.  If you do not believe our comment
applies to your facts and circumstances, please tell us why in your response.

After reviewing your re sponse and any amendment you may file in response to th is
comment, we may have additional comments.

Item 15(b) Management’s Annual Report on Internal Control over Financial Reporting, page 94

1. Please revise as follows:

a. to identify the COSO framework that you used to conduct an evaluation of the
effectiveness of your internal control over financial reporting as of December 31,
2015; and

b. to state your conclusion concerning the effectiveness of your Company’s internal
control over financial r eporting.  In this regard, we note your qualified conclusion
stating that “ the Company’s internal control over financial reporting in Brazil  is now
effective,” instead of “ the Company’s internal control over financial reporting ” as
referenced in your audit or’s report.

Mr. Doron Arazi
Ceragon Networks Ltd.
December 15, 2016
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Kathryn Jacobson, Senior Staff Accountant at  (202) 551-3365  or Dean
Suehiro, Senior Staff Accountant  at (202) 551 -3384  if you have questions regarding  any
comment on the financial statements and related matters.  Please contact Gregory  Dundas,
Attorney -Advisor, at (202) 551 -3436 or me at (202) 551 -3810  with any other questions.

Sincerely,

 /s/ Carlos Pacho for

 Larry Spirgel
Assistant Director
 AD Office 11 – Telecommunications

September 1, 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 completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
   /s/ Kathleen Krebs for
                                                         Larry Spirgel
        A s s i s t a n t  D i r e c t o r

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KRAMER LEVIN NAFTALIS & FRANKEL LLP

Richard H. Gilden

Partner

Phone: 212-715-9486

Fax: 212-715-8085

RGilden@KRAMERLEVIN.com

August 18, 2011

VIA EDGAR AND BY FEDERAL EXPRESS

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:  Mr. Larry Spirgel, Assistant Director

Re:          Ceragon Networks LTD.

Form 20-F for Fiscal Year Ended December 31, 2010

Filed March 31, 2011

File No. 000-30862

Dear Mr. Spirgel:

Reference is made to the letter dated July 14, 2011 (the “Comment Letter”) to Ira Palti, President and Chief Executive Officer of Ceragon Networks Ltd. (the “Company”), setting forth certain comments of the staff of the Securities and Exchange Commission (the “Staff”) regarding the above-referenced Annual Report on Form 20-F (the “2010 Form 20-F”) filed by the Company with the Securities and Exchange Commission.

This letter sets forth the Company’s responses to the Staff’s comments.  For your convenience, the Staff’s comments contained in the Comment Letter have been restated below in their entirety, with the responses to each comment set forth immediately under the comment.  The numbered paragraphs in this letter correspond to the numbered paragraphs of the Comment Letter.  We are also sending courtesy copies of this letter to you by Federal Express.

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. Refer to the Commission’s interpretive release No. 33-6835 dated May 18, 1989.

Attached as Exhibit A to this letter is a revised version of the comparison of the results of operations for the 2009 and 2010 years, appearing on pages 35-36 of the 2010 Form 20-F.  For the Staff’s convenience, we have marked the changes made to this section of the 2010 Form 20-F, which add a more detailed analysis of material quantitative changes in operating measures in response to the Staff’s comments.  The Company will file an amendment to the 2010 Form 20-F on Form 20-F/A to reflect these changes once the Staff indicates that it has no further comments.

Mr. Larry Spirgel

August 18, 2011

Page 2

2.             Provide a statement of management’s responsibility for establishing and maintaining adequate internal control over financial reporting. See Item 15(b)(1) of Form 20-F.

The Company will file a Form 20-F/A amending Item 15 of the 2010 Form 20-F to include the required statement of management’s responsibility for establishing and maintaining adequate internal control over financial reporting.

3.             On page 4, you disclosed that you undertook “a number of identified contingent liabilities from Nera, such as various known litigations with third parties, as well as potential tax and other contingent exposures with customers, 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 regard, we note your additional disclosures regarding the Nera Acquisition on page 64.

The Company respectfully refers the Staff to the disclosure made in Note 1.b.2. of the Company’s consolidated financial statements appearing on pages F-10 to F-11 of the 2010 Form 20-F.  At the issuance date of the financial statements, the Company did not have all of the required information and data to conclude the amount of the possible loss from the contingencies referenced in the Staff’s comment.  Therefore, in connection with the preparation of this footnote and in light of the events described therein having taken place subsequent to the balance sheet date, the Company considered the requirements of ASC 400-20-50-9(b) covering “subsequent events” and included the relevant information in this footnote.  In the last paragraph of the footnote, the Company stated:

“As of the date of this [sic] financial statements, the Company has not concluded the purchase price allocated for the acquisition and therefore additional required disclosure regarding the amounts that should be reorganized as of the acquisition date for each major class of assets acquired and liabilities assumed could not be provided.”

Mr. Larry Spirgel

August 18, 2011

Page 3

4.             On page 8, you stated that you engage in turn-key projects subject to contracts involving significant amounts to be paid by your customers over time and additionally, subject to customer acceptance. Tell us the typical project duration and how you recognize revenues from such projects over the period of performance. Refer to your basis in the accounting literature.

In general the Company has two main revenue models:

1.           Sales of equipment only – In these arrangements the contractual obligation is to deliver the equipment to the customers according to the agreed delivery terms. The Company’s products are off the shelf equipment.

2.           Sales of equipment and installation services (“turnkey projects”) – In these arrangements the Company’s contractual obligation is to deliver the off the shelf equipment and to install it and to commission it at the customer sites. These arrangements do not include any significant customization to the Company’s equipment, nor is there development or production of the Company’s products in response to client special specifications.

These agreements generally provide for two types of customer’s acceptance certificates, a Provisional Acceptance Certificate (a “PAC”) that is followed by a Final Acceptance Certificate (a “FAC"), as further described below.

Generally, it takes up to six months to obtain a PAC. During this period the phases of turnkey projects are:

·

Delivery of the equipment to the customer sites;

·

Installation of the equipment and commissioning the links to make sure that the links are properly working; and

·

After the Company has completed the installation and commissioning, the customer then inspects the site.  Once the site has passed this inspection (generally called the "Provisional Acceptance"), we obtain the customer's signature on a PAC.

After receipt of the PAC, there is usually an additional period (typically up to another six to twelve months) prior to receiving a FAC.  Customers ask for the additional period to verify the stability of the network, and to evaluate how the equipment works in combination with the customer's other equipment, software, or environmental conditions.  Once this period has passed, the Company obtains the customer's signature on the FAC and the project is complete. After receiving PAC, the Company may have only inconsequential performance obligations.

Generally, the payment terms in such arrangements are:

·

Down Payment – 10% to 20%

·

Receipt of PAC – 60% to 80%

·

Receipt of FAC – 10% to 20%

Revenue recognition for turn key projects

The turnkey projects do not include significant production, modification or customization of the products, and the Company believes that they should not be accounted for using contract accounting. Therefore, revenues from such arrangements are recognized in accordance with ASC 605-25, "Revenue Arrangements with Multiple Deliverables", and ASC topic 605-10, "Revenue recognition" ("ASC 605").

Mr. Larry Spirgel

August 18, 2011

Page 4

Since the turnkey project arrangements include customer-specific acceptance provisions and since a significant portion of the arrangements fees are subject to receiving a PAC, the Company has concluded that these acceptance provisions should be considered as acceptance on the basis of subjective matters and therefore such acceptance provisions cannot be effectively tested before installation at the customer's site. Therefore, in accordance with SAB Topic 13, revenue recognition for the equipment and installation services are deferred until the PAC is obtained.

In concluding that acceptance provisions cannot be reasonably satisfied until the equipment is installed and integrated at the customer's sites and a PAC is obtained, the Company considered that the equipment performance can vary based on how the equipment works in combination with the customer's other equipment, software, or environmental conditions.

The Company considers a PAC as the point in which acceptance provisions have been met and delivery has occurred, because the remaining obligations related to the project are inconsequential and perfunctory. In that regard, the Company has considered the following indicators:

·

According to the agreement terms, the failure to complete any remaining actions after PAC, would not result in the customer receiving a refund or rejecting the delivered products or services for which PAC has been obtained;

·

The cost or time to perform the remaining obligations is generally insignificant in relation to the contract fee and gross profit;

·

Based on the Company’s experience, after receiving the PAC the Company has usually substantially completed its performance under these agreements, Most of the activities after PAC are related to customer tasks or the passage of time; and

·

Historically, the Company has received FAC for practically all of its arrangements. Therefore, the Company concluded that at the date a PAC is obtained it is probable that the remaining obligations will be completed successfully.

Finally, because the timing of payment of a portion of the arrangement fee is coincident with obtaining a FAC, that portion of the contract fee is not considered to be realized and is being deferred until a FAC obtained.

Mr. Larry Spirgel

August 18, 2011

Page 5

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 units 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: Europe, India, Latin America, 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, please tell us the operating segments you have identified in accordance 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.

Accounting Guidance

According to ASC 280, an operating segment is a component of a public entity that has all of the following characteristics:

a.

It engages in business activities from which it may earn revenues and incur expenses.

b.

Its operating results are regularly reviewed by the public entity’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance.

c.

Its discrete financial information is available.

In light of the above guidance, the Company has determined that neither its geographic areas nor its Short Haul and Long Haul Business Units are separate operating segments, based on the following analysis:

Geographic Areas as Separate Operating Segments

Business activities of the Company’s Geographic Areas

The Company’s sales organization, which is under the supervision of its EVP Global Business, has been divided to several geographic regions. Region managers are referred to as “Presidents” for customer relations and internal reasons; they are not part of Company's senior management, and they function de facto as our senior sales representative in each region.

The Company’s regions function to assist with the execution of the centrally determined global sales strategies, and to assist in managing and executing local projects in the regions in which they are located.  In addition, the region managers help to maintain customer relationships and ensure compliance with local laws and regulations. None of the Company’s regions have production facilities, significant inventory or research and development capabilities of their own or other significant productive assets.

Mr. Larry Spirgel

August 18, 2011

Page 6

The region managers do not manage the sales within their regions. They refer the customers to headquarters. The majority of the product sale agreements are approved and signed at headquarters; in addition unusual terms such as significant discounts or long term payment schedules should be approved by headquarters.  Installation and maintenance agreements are signed locally.

Major administrative and support functions related to sales are provided to all the regions from the Company’s headquarters. For example, the Company’s headquarters provide significant pre-sale, sales support, sales operations and project management functions to the regions. The costs of headquarters support are not charged to the regions. Consequently, the regions are not subject to any significant risk (i.e., credit risks of customers or inventory obsolescence).

Region managers do not have the authority to independently make strategic decisions (including decisions involving operations, technology or commercial strategies). For example, according to Company policies, the region managers cannot authorize independently any purchase agreement above $50,000 and cannot sign independently a product sale agreement in any amount.   The region managers are responsible to generate sales transactions and to manage local services based on the approved budget.

Based on the above, the Company has determined that none of its regions have self-contained business activities nor do any of them contain the characteristics that an individual business component must possess in order to be considered a separate operating segment. All of the regions primarily are viewed as a direct extension and integral component of the parent company’s operations, under the global sales organization.

Chief Operating Decision Maker ("CODM")

The Company has determined that, in accordance with ASC 280, its Chief Executive Officer ("CEO") is its CODM. The CEO meets, on a weekly basis, with the Company’s senior management team that consists of executives holding key global roles and who provide input to the CODM in formulating the Company’s global business direction and strategy. The region managers do not participate in these weekly meetings; they report directly to the Company’s EVP Global Business who is a member of the Company's senior management.  The management team does not have the authority to independently make strategic decisions and the CEO has control over the operating decisions that the management team will make.

Operating results that are regularly reviewed by the CODM

The CODM manages the Company operations as a single global component.  Throughout the year, the CODM regularly review key metrics, such as collections, budget, customer service status and others on a global basis. Sales and booking information is also available and reviewed on a regional basis.

Mr. Larry Spirgel

August 18, 2011

Page 7

The Company’s business information system contains Key Performance Indicators ("KPIs") that are available and reviewed by the CODM on a regular basis. For example, KPIs screens that are regularly reviewed by the CODM include the following global KPIs: revenues, bookings, shipments, cash collection and customer service. Except for revenues, bookings and collections, all KPIs are on a global basis.

Based on these global figures, the CODM develops growth strategies, makes decisions to invest in

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August 18, 2011

VIA EDGAR AND BY FEDERAL EXPRESS

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:  Mr. Larry Spirgel, Assistant Director

Re:          Ceragon Networks LTD.

Form 20-F for Fiscal Year Ended December 31, 2010

Filed March 31, 2011

File No. 000-30862

Dear Mr. Spirgel:

In connection with the letter dated July 14, 2011 to Ira Palti, President and Chief Executive Officer of Ceragon Networks Ltd. (the “Company”), setting forth certain comments of the staff of the Securities and Exchange Commission (the “Staff”) regarding the above-referenced Annual Report on Form 20-F filed by the Company with the Securities and Exchange Commission, the Company hereby acknowledges and confirms 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.

Sincerely,

/s/ Ira Palti

Ira Palti, President and Chief Executive Officer

cc:

Donna Gershowitz, Adv.

Ms. Kathryn Jacobson, Staff Accountant, SEC

Ms. Ivette Jean, Assistant Chief Accountant, SEC

Jonathan Groff, Esq., Staff Attorney, SEC

Ceragon Networks Ltd.

24 Raoul Wallenberg St.

Tel Aviv 69718, Israel

Tel: +972-3-645-5733

Fax: +972-3-645-5499

www.ceragon.com

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KRAMER LEVIN NAFTALIS & FRANKEL LLP

Richard H. Gilden

Partner

Phone: 212-715-9486

Fax: 212-715-8085

RGilden@KRAMERLEVIN.com

July 19, 2011

VIA EDGAR AND FAX

Mr. Larry Spirgel

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

Ceragon Networks LTD.

Form 20-F for the Fiscal Year Ended December 31, 2010

Filed March 31, 2011

File No. 000-30862

Dear Mr. Spirgel:

Reference is made to the letter, dated July 14, 2011, to Mr. Ira Palti, President and Chief Executive Officer of Ceragon Networks LTD. (the “Company”), setting forth the comments (the “Comment Letter”) of the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) regarding the above-referenced Form 20-F for the fiscal year ended December 31, 2010, filed with the Securities and Exchange Commission on March 31, 2011.

I am hereby requesting, on behalf of the Company, an extension for filing its response to the Comment Letter.  The Company will use diligent efforts to provide its response to the Staff by the close of business on August 18, 2011.

Should you have any questions regarding this letter, please do not hesitate to contact me at (212) 715-9486.

Sincerely,

/s/  Richard H. Gilden

Richard H. Gilden

cc:           Ira Palti

Donna Gershowitz

Ceragon Networks LTD.

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

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Ceragon Networks Ltd.

24 Raoul Wallenberg St.

Tel Aviv, 69719, Israel

Tel: +972-3645--5733

Fax: +972-3-645-5499

June 14, 2006

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

Mail Stop 3561

Attention:  Mr. Larry Spirgel, Assistant Director

         Re:
Ceragon
Networks Ltd. ("Ceragon" or the "Company")
              Form 20-F for fiscal year
ended 12/31/04
       File No. 000-30862

Dear Mr. Spirgel:

Following our response dated August
10, 2005 to your comment letter dated July 12, 2005 and subsequent discussions about
Comment 5, the SEC’s representatives have requested that Ceragon submit additional
explanatory material regarding Comment 5. For your convenience, we have set out the text
of the comment from your letter of July 12, 2005 in bold face, followed by our response.

Comment 5.

Note 10: Taxes on
Income, page F-24

We note on page F-27 that you have
$69.6 million of accumulated losses for Israel income tax purposes as of December 31,
2004. Please tell us in your response letter why you do not have a deferred tax asset
recorded for these accumulated losses.

Response:

Ceragon follows the guidance of FASB
Statement No. 109, Accounting for Income Taxes (Statement 109), in accounting for
deferred taxes. According to paragraph 18 of Statement 109, deferred taxes are measured
using the enacted tax rates expected to apply to taxable income in the periods in which
the deferred tax asset is expected to be realized.

As noted by the SEC staff, as of
December 31, 2004, Ceragon has accumulated losses for Israeli income tax purposes of
approximately $69.6 million, which is available for carryforward and offset against future
taxable income for an indefinite period pursuant to the Israeli Income Tax Ordinance. In
determining the appropriate accounting for this deferred tax asset, Ceragon considered the
tax benefits provided by the Law for the Encouragement of Capital Investments, 1959 (the
Investments Law) to which Ceragon is entitled as detailed below.

Summary of the
Investments Law

The Investments Law provides that a
proposed capital investment in eligible facilities may, upon application to the Investment
Center of the Ministry of Industry, Trade and Labor of the State of Israel, be designated
as an “Approved Enterprise”. Income derived from the Approved Enterprise is
eligible either for (1) reductions in the ordinary tax rates applicable to the Approved
Enterprise pursuant to Section 47 of the Investments Law, or (2) the Alternative Benefits
Route, which provides certain tax exemptions and reduced tax rates pursuant to Section 51
of the Investments Law. The owner of the Approved Enterprise is eligible to elect one of
the two routes of taxation.

It should be noted that
Ceragon’s tax benefits pursuant to the Investments Law were not impacted by the April
1, 2005 amendment to the Investments Law because Ceragon’s Approved Enterprise status
was granted in 1998, 2000 and 2003 pursuant to three separate applications and the April
2005 Investments Law amendments were not retroactive and did not affect Approved
Enterprise programs granted prior to that date. Accordingly, references to the Investments
Law in this response reflect the provisions of the Investments Law prior to the amendment.

Under the Alternative Benefits Route
(Section 51 of the Investments Law), the Approved Enterprise is entitled to a tax
exemption (i.e., an applicable corporate tax rate of 0%) through the end of second or
sixth or tenth year after the Approved Enterprise first reports taxable income (the period
of time depends on the location of the approved Enterprise zone and the percentage of
foreign ownership). It should be noted that determination of when taxable income is
reported is net of all applicable loss carryforwards. In addition, the Alternative
Benefits Route provides a reduced corporate income tax rate of 10-25% for an additional
period (which length varies based on the length of time the Approved Enterprise was
already tax exempt and the percentage of foreign ownership) under Section 47 of the
Investments Law after the tax exempt period under Section 51 of the Investments Law ends,
provided the limitations under Section 45 of the Investments Law have not been reached.

Regarding the time limitation, the
Approved Enterprise is entitled to the reduced tax rates under Section 47 provided that
fourteen years have not yet lapsed from the year in which the approval was granted and
twelve years have not yet lapsed from the year in which it is determined that the
enterprise was activated or the manufacturing commenced. It should be emphasized that the
aforementioned limitation applies only to the reduced tax rates provided under Section 47
and not to the tax exempt period provided under Section 51. Such tax exempt period is not
subject to such limitations.

Ceragon elected the Alternative
Benefits Route under Section 51. Since Ceragon is located in Tel Aviv, it is entitled to a
tax exemption period ending two years after first reporting taxable income. Subsequently,
Ceragon will be entitled to reduced tax rates for an additional period of 5-8 years
(depending on the percentage of foreign ownership in the future taxaxble years), subject
to the limitation described above. Finally, Ceragon is considered a Foreign
Investors’ Company pursuant to Section 47 of the Investments Law. The percentage of
foreign (non-Israeli) ownership of Ceragon in each future taxable year will determine the
specific reduced tax rate (in the range of 10-25%).

2

Accounting analysis

The FASB considered whether a
deferred tax asset should ever be recognized for the expected reduction in taxes payable
during a “tax holiday.” In this regard, the FASB considered tax holidays
generally available to all enterprises, as well as unique tax holidays made available in
certain circumstances (paragraphs 183-184 of Statement 109). Because of the practical
problems associated with distinguishing “unique” tax holidays from
“generally available” tax holidays, the FASB concluded to prohibit the
recognition of a deferred tax asset for all “tax holidays.”

In reaching the accounting
conclusions regarding the tax benefits attributable to the Israeli tax holiday, Ceragon
considered the “with and without” approach embedded in the liability method as
discussed in paragraphs 87 through 88 of Statement 109. That is, the tax rate applicable
to Ceragon’s deductible and taxable temporary differences and accumulated NOLs is the
corporate tax rate applicable to Ceragon absent the net operating loss carryforward. As
outlined above, we believe that under Israeli tax laws, the applicable tax rate to all
items of Ceragon’s income and loss is zero from October 1998 (date of approval of
initial Approved Enterprise application) through the end of the second tax year after
which Ceragon first reports taxable income (that is, taxable income after utilization of
all net operating losses). In reaching this conclusion regarding the holiday period,
Ceragon has considered the provision of the Israeli tax law that grants a two year tax
exemption period subsequent to utilization of all net operating loss carryforward (i.e.,
when first reporting taxable income) and concluded that the effective holiday period
includes the period in which the net operating losses will be utilized to fully offset
taxable income. As such, all deferred tax assets and liabilities expected to reverse
during the period the net operating losses are expected to be utilized and for the two tax
years subsequent thereto, will reverse at a zero tax rate.

Although Ceragon is also entitled to
the reduced corporate tax rates subsequent to the tax exemption period, Ceragon expects
that either the 12 or 14 year time limitation of the Investments Law will cause such
benefits to expire prior to utilization. As such, and based on our expectation that all
existing deferred tax assets and liabilities will reverse during the tax holiday, Ceragon
does not anticipate any deferred tax assets or liabilities to be measured at reduced tax
rates of 10-25%.

Our expectation is that all existing
temporary differences and NOLs, as of December 31, 2004 will reverse prior to the end of
the second tax year after taxable income is first reported. Accordingly, Ceragon has
measured all deferred tax assets and liabilities attributable to the Israeli income tax
regime at the Section 51 tax holiday rate of 0% and, therefore, no deferred tax asset (and
related valuation allowance based on Ceragon’s lack of objectively verifiable
positive evidence to overcome the negative evidence attributable to the cumulative losses
in recent years) is disclosed in Ceragon’s consolidated financial statements as of
December 31, 2004 and through the date of this letter.

Sincerely,

/s/ Naftali Idan

Naftali Idan

Executive Vice President and Chief Financial Officer

Ceragon Networks Ltd.

3

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Ceragon Networks Ltd.

24 Raoul Wallenberg St.

Tel Aviv, 69719, Israel

Tel: +972-3645-5733

Fax: +972-3-645-5499

August 10, 2005

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

Mail Stop 3561

Attention:  Mr. Larry Spirgel, Assistant Director

Re:
Ceragon Networks Ltd.

Form 20-F for fiscal year ended 12/31/04

File No. 000-30862

Dear Mr. Spirgel:

This letter is in response to your
comment letter dated July 12, 2005 regarding the above referenced filing. For your
convenience, we have set out the text of the comments from your letter in bold face,
followed by our response.

FORM 20-F FOR FISCAL
YEAR ENDED DECEMBER 31, 2004

Comment 1.

Note 2: Significant
Accounting Policies, page F-8

b. Financial Statements
in U.S. dollars: page F-8

We note your disclosure that
management believes the dollar is the functional currency because it is the primary
currency in the economic environment in which the Company and its subsidiaries operate.
Tell us whether management performed an analysis of the functional currency for each of
your eight subsidiaries separately or for the Company as a whole. If an analysis was
performed for each subsidiary separately, provide us with more detail in your response
letter that supports management’s conclusion that the dollar is the functional
currency for each subsidiary. If the analysis was performed for the Company as a whole,
explain to us why you do not believe it is necessary to analyze the functional currency
for each subsidiary separately.

Mr. Larry Spirgel

Securities and Exchange Commission

August 10, 2005

Page 2

Response:

Accounts maintained by the Company in
currencies other than the dollar are remeasured into U.S. dollars in accordance with
Statement of the Financial Accounting Standard No. 52 “Foreign Currency
Translation” (“SFAS 52).

The Company’s group structure
consists of Ceragon Networks Ltd. (the “Parent”) and eight subsidiaries. Two of
these are inactive, the U.S. subsidiary is integrated within the United States and the
remaining five are direct, integral extensions of the Parent’s operations.

As stated in the Financial
Statements, a majority (approximately 76%) of the revenues of the Parent and its
subsidiaries are generated in dollars. Except for the U.S. subsidiary that generates its
own revenue, the Parent is responsible for generating the revenues of the group. At the
consolidated level, approximately 60% of the expenses are in dollars or are dollar-linked.
Approximately 90% of the deposits of the Company and its subsidiaries are in dollars. In
addition, it should be noted that the overall operations of the Company and its
subsidiaries are managed in dollars, i.e., the annual corporate budget, managerial reports
and analysis and reports to the Board of Directors are all prepared in dollars.

Management’s analysis of the
functional currency of the Company and its six active subsidiaries was performed
separately for the Company and each of the subsidiaries in order to determine if the
functional currency to be used by each subsidiary should be Parent currency or the local
currency in the subsidiary’s domicile, as follows:

The activities of the subsidiaries
outside the United States – France, Hong Kong, India, Mexico and the United Kingdom
(the “non-U.S. subsidiaries”) – are similar in nature and closely tied to
the Parent’s operations. Such subsidiaries act as representative offices of the
Parent and deal with sales promotion. They do not sell products to their customers but
refer those customers to the Parent. The Parent then receives purchase orders from those
customers, sells the Company’s products and issues invoices to the customers. All of
the employees of these subsidiaries are marketing, administrative and technical support
personnel. The activities of the non-U.S. subsidiaries constitute only a small portion of
the Ceragon group’s activities. Of the 260 people employed by the Company and its
subsidiaries as of December 31, 2004, only 29 were employed by the non-U.S. subsidiaries.
As a group, the non-U.S. subsidiaries constitute a minor part of the Company’s
consolidated balances: approximately 8% of the Company $2.5 million in fixed assets, less
than 1% of its shareholders’ equity of $52.2 million and approximately 6% of the
Company’s total assets of $73.1 million.

Mr. Larry Spirgel

Securities and Exchange Commission

August 10, 2005

Page 3

We reviewed the indicators for
determining functional currency set forth in Appendix A to SFAS 52 and found that most of
the relevant indicators point to the Parent’s currency being the functional currency
of the non-U.S. subsidiaries, that resulting from the nature of such subsidiaries’
operations, as described above. Two of the indicators are inapplicable to the non-U.S.
subsidiaries because of the latter’s activities described above. The sales price
indicator is inapplicable because the Parent determines the price list for its products
worldwide and that price list is in dollars. The sales market indicator is inapplicable
because the non-U.S. subsidiaries do not themselves sell the Company’s products.

The non-U.S. subsidiaries’ cash
flow comes from the Parent and is meant to cover expenses plus a small markup, resulting
in the subsidiaries’ activities directly impacting the Parent’s cash flows on a
current basis. The fact that the Parent finances with its cash flow the activities of
these subsidiaries also means that the financing indicator is relevant and points to the
dollar as being the functional currency of the non-U.S. subsidiaries. This financing by
the Parent constitutes the intercompany transactions between the Parent and these
subsidiaries and means that the activities of the subsidiaries are closely tied to, and
extensively interrelated with, those of the Parent. Expenses of the non-U.S. subsidiaries
are in local currencies but they are related primarily to marketing activities and to
maintaining the offices.

Summarizing the analysis of the
functional currency of the non-U.S. subsidiaries, management considers the non-U.S.
subsidiaries to be a direct, integral extension of the Parent’s operations, as
described in paragraph 6 of SFAS 52. In addition, the majority of the applicable
indicators listed in Appendix A to SFAS 52 show that the functional currency of these
subsidiaries is the Parent’s currency. Since the dollar is the functional currency of
the Parent, management considers the dollar to be the functional currency of the non-U.S.
subsidiaries as well.

Our U.S. subsidiary buys products
from the Parent or from third parties. It sells products in its name and, as a result,
issues invoices and collects proceeds. As a company integrated into the business
environment of the U.S., our U.S. subsidiary’s activities are carried out in dollars
(including, among other things, transactions with the Parent). Therefore the functional
currency of the subsidiary is the dollar. This subsidiary is the only one that sells
independently and holds inventory, and therefore it is the most significant of our
subsidiaries.

Two subsidiaries – those in
Brazil and Germany – were inactive during 2004 and therefore no analysis of
functional currency was required for those entities.

Mr. Larry Spirgel

Securities and Exchange Commission

August 10, 2005

Page 4

Comment 2.

k. Revenue recognition:
page F-11

We note your disclosure that you
sell products indirectly through systems integrators, distributors, resellers, and
Original Equipment Manufacturers. For each of these third parties, tell us whether you
recognize revenue at the point of delivery to the third party or at the point of delivery
to the end-user. Reference all pertinent, authoritative, accounting literature in your
response that supports your accounting treatment.

Response:

Revenues from product sales are
recognized in accordance with Staff Accounting Bulletin No. 104 “Revenue
Recognition”. The Company notes that the third party customers (hereinafter referred
to as resellers) mentioned in Note 2(k) are generally well-established companies which are
considered the same as end-users for accounting since there are no material differences in
the terms and arrangements involving direct and indirect customers, other than pricing.
The Company has a standard price list from which a discount is granted to the buyer, and
the level of discount may differ among system integrators, distributors, resellers and end
users due to their different position in the distribution channel. In addition, the credit
terms for these third parties are no different than those provided to direct customers,
and payment by the resellers is not conditional on their receipt of payment from the
end-user. Contractually, the Company does not provide concessions, rights of
return/exchange, price protection or stock rotation to these customers, except for the two
distributors described below. The Company’s practice is consistent with the
contractual provision of the arrangement in that a history of providing such concessions
does not exist.

There are two distributors, with
rights to rotate stock, limited in both time and value of equipment, for which the Company
maintain a provision for product returns in compliance with Statement 48, Revenue
Recognition When Right of Return Exists.

Based on the above, the Company
recognizes revenue at the point of delivery to the third party reseller
(“Sell-in” approach).

Mr. Larry Spirgel

Securities and Exchange Commission

August 10, 2005

Page 5

Comment 3.

Note 8: Commitments and
Contingent Liabilities, page F-20

k. Royalties: page F-20

We note your disclosure “The
Company is obligated to pay royalties to the OCS, amounting to 3%-3.5% of the sales of the
products and other related revenues generated from such projects, equal to 100% of the
grants received.” Please tell us in your response letter the amount of potential
royalties that you have accrued as of 12/31/04 and explain to us your consideration of
SAFS 5 in making this determination. In addition, provide us with the factors that you
considered in determining that it is not probable that you will have to pay royalties
equal to the full amount of the grants received. Further, please tell us how you account
for the interest on the grants received after January 1, 1999.

Response:

The Government of Israel, through the
Office of the Chief Scientist (“OCS”), encourages research and development
projects that result in exporting products. A company may receive grants from the OCS for
up to 50% of approved research and development expenditures for certain projects.
According to the terms of grants, a company is obligated to pay royalties at a rate of
3-3.5% out of future revenues derived from products developed using such grants.

Through December 31, 2004, the
Company received grants from the OCS, funding certain approved research and development
projects. As mentioned above, the obligation to pay these royalties is contingent on
actual sales of the products funded and in absence of such sales there is no obligation to
pay any royalties. This means that if development of a product is unsuccessful or if such
developed product does not generate revenues, the Company is not required to repay the
grants.

The Company accounted for the
research and development grants received in accordance with the SEC’s view as
expressed in its publication “International Reporting and Disclosure Issues In the
Division of Corporation Finance- Appendix A – Country Specific Issues”, dated
October 1, 2003:

“Government
Grants

“The
Office of the Chief Scientist provides grants for research and development efforts.
Under Israeli law, royalties on the revenues derived from products and services
developed using such grants are payable to the Israeli Government.

Mr. Larry Spirgel

Securities and Exchange Commission

August 10, 2005

Page 6

Royalties
payable are capped at a percentage of the grants received on grants received
before 1999. Royalties payable with respect to grants received under programs
approved after January 1, 1999 are subject to interest on the dollar-linked value
of the total grants received at an annual rate of LIBOR applicable to dollar
deposits.

“The
amounts of grants received and recorded into income should be disclosed for each
period presented. The research and development grants are presented in the statement
of operations as an offset to related research and development expenses. If
material, the amount of grants should be presented separately on the face of the
statement, i.e., gross R&D less grants equals net R&D. Royalty expense should be
classified as part of cost of sales, not as marketing expense.

“If
it is probable that the registrant will have to repay any amount of the grants
received, those amounts should be recorded as a liability and not recorded in
income (emphasis added).”

Since when receiving the grants an
uncertainty exists as to the success of the research and development project and
consequently the amount of sales to be derived from the project (i.e. it is not probable
that the Company will have to repay any amount of the grants received), the Company
recognizes the grants received as an offset to research and development expenses, as
prescribed by the guidance of the Division of Corporation Finance.

The aforementioned accounting
treatment is also consistent with the guidance in SFAS 68 “Research and
Development Arrangements”. Although SFAS 68 states that it does not address
reporting of government-sponsored research and development, due to the similarity between
the OCS arrangement and the arrangements addressed in SFAS 68, and due to the absence of
specific comprehensive literature for government-sponsored research and development, the
Company believes it should analogize the accounting treatment in this case to the
guidelines prescribed in SFAS 68.

According to SFAS 68, if the
conditions in the research and development arrangement suggest that it is probable
that the enterprise will repay the funds received regardless of the outcome of the
research and development, there is a presumption that the enterprise has an obligation to
repay the other parties and therefore the funds received should be classified as
liabilities. Since in the case of the OCS arrangements the Company will not repay the
amount of the grants received if there is no successful outcome and furthermore, such
outcome is not probable when the grants are received, the OCS grants are recorded as an
offset to research and development expenses.

Mr. Larry Spirgel

Securities and Exchange Commission

August 10, 2005

Page 7

In the basis for conclusions of SFAS
68, it is specifically stated that the Board concluded that Statement 5 does not address
the primary issue involved in determining whether an enterprise involved in a research and
development arrangement has a liability. Statement 5 deals with contingencies; that is, an
existing condition, situation, or set of circumstances involving uncertainty as to
possible gain or loss that will ultimately be resolved when one or more future events
occur or fail to occur. In contrast, Statement 68 deals with a transaction in which the
issue is whether at the time an enterprise enters into a research and development
arrangement (a) it is committed to repay any of the funds provided by the other parties
regardless of the outcome of the research and development, (b) existing conditions
indicate that it is likely that the enterprise will repay the other parties regardless of
the outcome, or (c) the enterprise is obligated only to perform research and development
work for others. The Board then explains that some people consider the likelihood of
success of the research and development as the key issue in who bears the risk of failure
of those activities. However, even though future benefits from a particular project may be
foreseen,

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

Mail Stop 3561

      							July 12, 2005

Via U.S. Mail and Fax
Mr. Naftali Idan
Chief Financial Officer
24 Raoul Wallenberg Street
Tel-Aviv 69719
Israel

	RE:	Ceragon Networks Ltd.
      Form 20-F for the fiscal year ended December 31, 2004
		Filed June 9, 2005
		File No. 000-30862

Dear Mr. Idan:

      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 document.  Please be as detailed as necessary in
your explanations.  In our comments we asked 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 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

Note 2: Significant Accounting Policies, page F-8

b. Financial Statements in U.S. dollars: page F-8

1. We note your disclosure that management believes the dollar is
the
functional currency because it is the primary currency in the
economic environment in which the Company and its subsidiaries
operate.  Tell us whether management performed an analysis of the
functional currency for each of your eight subsidiaries separately
or
for the Company as a whole.  If an analysis was performed for each
subsidiary separately, provide us with more detail in your
response
letter that supports management`s conclusion that the dollar is
the
functional currency for each subsidiary.  If the analysis was
performed for the Company as a whole, explain to us why you do not
believe it is necessary to analyze the functional currency for
each
subsidiary separately.

k. Revenue recognition: page F-11

2. We note your disclosure that you sell products indirectly
through
systems integrators, distributors, resellers, and Original
Equipment
Manufacturers.  For each of these third parties, tell us whether
you
recognize revenue at the point of delivery to the third party or
at
the point of delivery to the end-user.  Reference all pertinent,
authoritative, accounting literature in your response that
supports
your accounting treatment.

Note 8: Commitments and Contingent Liabilities, page F-20

k. Royalties: page F-20

3. We note your disclosure "The Company is obligated to pay
royalties
to the OCS, amounting to 3%-3.5% of the sales of the products and
other related revenues generated from such projects, equal to 100%
of
the grants received".  Please tell us in your response letter the
amount of potential royalties that you have accrued as of 12/31/04
and explain to us your consideration of SAFS 5 in making this
determination.  In addition, provide us with the factors that you
considered in determining that it is not probable that you will
have
to pay royalties equal to the full amount of the grants received.
Further, please tell us how you account for the interest on the
grants received after January 1, 1999.

Note 9 - Shareholders` equity, page F-22

c. Warrant to supplier, page F-23

4. Tell us how you applied the consensus in EITF 96-18 in
accounting
for the issuance of the warrant to the supplier.  Also, tell us
why
as a result of the adoption of SFAS 150 you recognized a non-cash
charge of $3,432 in 2003.

Note 10: Taxes on Income, page F-24

5. We note on page F-27 that you have $69.6 million of accumulated
losses for Israel income tax purposes as of December 31, 2004.
Please tell us in your response letter why you do not have a
deferred
tax asset recorded for these accumulated losses.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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 filing or in response to
our comments on your filing.

      You may contact Adam Washecka, Staff Accountant, at (202)
551-
3375 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 me at (202) 551-3810 with any
other
questions.

								Sincerely,

								Larry Spirgel
								Assistant Director

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Mr. Naftali Idan
Ceragon Networks Ltd.
July 12, 2005
Page 4

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