Mail Stop 6010

      June 24, 2005

Via Facsimile and U.S. Mail

Mr. Yaniv Arieli
Chief Financial Officer
CEVA, Inc.
2033 Gateway Place, Suite 150
San Jose, CA   95110

Re:	CEVA, Inc.
	Item 4.01 Form 8-K
      Filed June 22, 2005
	File No. 0-49842

Dear Mr. Arieli:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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 more
information so we may better understand your disclosure.  After
reviewing this information, we may 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 8-K dated April 25, 2003

Item 4-01. Changes in Registrant`s Certifying Accountant

1. Please amend your Form 8-K to state whether your former auditor
resigned, declined to stand for re-election, or was dismissed.
Disclose the date your relationship ended.  Also, indicate whether
the decision to change auditors was recommended or approved by
your
board of directors.
2. State whether, during your two most recent fiscal years and any
subsequent interim period before your former auditor resigned,
declined to stand for re-election, or was dismissed, you had any
disagreements with your former auditor on any matter of accounting
principle or practice, financial statement disclosure, or auditing
scope or procedure, which disagreement(s), if not resolved to the
satisfaction of the former accountant, would have caused it to
make
reference to the subject matter of the disagreement(s) in
connection
with its report.
3. To the extent that you amend the Form 8-K to comply with our
comments, please obtain and file an updated Exhibit 16 letter from
the former accountant stating whether the accountant agrees with
your
Item 304 disclosures, or the extent to which the accountant does
not
agree.


*    *    *    *



















       As appropriate, please amend your filing and respond to
these
comments within five 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.  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 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 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.

	If you have any questions, please call David Burton at (202)
551-3626.

							Sincerely,


							David Burton
							Staff Accountant



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Mr. Yaniv Arieli
CEVA, Inc.
June 24, 2005
Page 3