Mail Stop 03-06


April 27, 2005


Tamer Husseini
Chief Executive Officer
Celeritek, Inc.
3236 Scott Boulevard
Santa Clara, California 95054

Re:	Celeritek, Inc.
	Amendment No. 1 to Preliminary Proxy Statement on Schedule
14A
	Filed April 14, 2005
	File No. 000-23576

Dear Mr. Husseini:

      We have monitored selected issues in 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 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.

Proposal One - Page 6

1. Please expand your response to comment 5 to address section H.6
of
the July 2000 supplement to the Division of Corporation Finance`s
Manual of Publicly Available Telephone Interpretations.  It
appears
that financial information is required.

Background of the Proposed Asset Sale - Page 7

2. We note from the background discussion that you were contacted
by
Mimix and another company regarding a potential business
combination.
As requested by the first bullet point of our prior comment number
8,
please indicate what efforts you, or your financial advisors or
investment bankers, if any, made in identifying potential
acquirors
or other strategic alternatives available to the company.

3. We reissue the portion of the second bullet point of our prior
comment number 8 that asked that you tell us the name of the other
company and any relationships it or Mimix has or had with
Celeritek
or its affiliates.  Also tell us how you determined that the stock
offered by the other company would not provide as much value to
your
shareholders.

Our reasons for the Proposed Asset Sale - Page 11

4. We reissue the portion of our prior comment number 10 which
requested that you summarize the analyses conducted by the Board
in
determining the value of the assets to be sold and to show how
those
analyses support the Board`s recommendation.

Interests of Our Directors and Executive Officers in the Proposed
Asset Sale - Page 12

Stock Ownership - Page 12; Stock Option Ownership - Page 13

5. We reissue comment 13 as it applies to quantifying the amounts
that directors and officers could receive based on the options
mentioned in the table added on page 13.

Change of Control Agreements - Page 13

6. Please supplementally tell us whether there is any value
attributable to the immediate lapse of your company`s repurchase
rights as to any of Mr. Husseini`s shares that are currently
subject
to repurchase.

Accounting Treatment - Page 11

7. We reissue our prior comment number 15.  Please expand your
disclosure to explain why the sales price is less than the book
value
of the assets to be sold.

Purchase Price and Purchase Price Adjustment - Page 17

8. Please quantify the "reference working capital."  Also quantify
the amount of any adjustment that would be required based on the
amount of your working capital as of a recent date.

Proposal Three

Sales of our Remaining Assets - Page 32

9. Please expand your disclosure to indicate what attempts you
have
made to liquidate your investment in NewGen Telecom Co., Ltd. and
what efforts you will make going forward.

Proxy Card

10. The proxy should indicate if the matters to be acted on are
conditioned upon the approval of other matters.  Please refer to
Rule
14a-4(a)(3).

Closing Comments

      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.

      As appropriate, please revise your proxy statement in
response
to these comments and to update your disclosure.  Please clearly
and
precisely mark the changes to the preliminary proxy statement
effected by the revision, as required by Rule 14a-6(h) and Rule
310
of Regulation S-T.  Please furnish a cover letter with your
revised
proxy statement that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  In the event that you believe that
compliance with any of the above comments is inappropriate,
provide a
basis for such belief to the staff in the response letter.  Please
understand that we may have additional comments after reviewing
your
revised proxy statement and responses to our comments; therefore,
please allow adequate time after the filing of the revised proxy
statement for further staff review.

      Please direct any questions to Tim Buchmiller at (202) 824-
5354
or to me at (202) 824-5697.

							Sincerely,



							Russell Mancuso
							Branch Chief

cc:  	Stephen M. Welles, Esq.
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Tamer Husseini
Celeritek, Inc.
April 27, 2005
Page 3