Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 28, 2009, CEVA, Inc. (the “Company”) announced its financial results for the quarter ended September 30, 2009. A copy of the press release, dated October 28, 2009, is attached and filed herewith as Exhibit 99.1. This information, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing.

In addition to the disclosure of financial results for the quarter ended September 30, 2009 in accordance with generally accepted accounting principles in the United States (“GAAP”), the press release also included non-GAAP net income, and diluted earnings per share (EPS) figures for the quarter ended September 30, 2009 and 2008 that excluded (a) equity compensation expense of $0.7 million for the quarter ended September 30, 2009 and $0.8 million for the quarter ended September 30, 2008, and (B) for the quarter ended September 30, 2008, a capital gain of $0.4 million reported in interest and other income, net, related to the divestment of the Company’s equity interest in GloNav Inc.

The Company believes that the reconciliation of financial measures in the press release is useful to investors in analyzing the results for the quarters ended September 30, 2009 and 2008 because the exclusion of such expenses may provide a more meaningful analysis of the Company’s core operating results and comparison of quarterly results. Further, the Company believes it is useful for investors to understand how the expenses associated with the application of SFAS 123(R) are reflected on its statements of income. The reconciliation of financial measures should be reviewed in addition to and in conjunction with results presented in accordance with GAAP, and are intended to provide additional insight into the Company’s operations that, when viewed with its GAAP results and the accompanying reconciliation, offer a more complete understanding of factors and trends affecting the Company’s business. The reconciliation of financial measures should not be viewed as a substitute for the Company’s reported GAAP results.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

	99.1			Press Release of CEVA, Inc., relating to financial results for the third quarter of 2009, dated October 28, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit
Number				Description
	99.1			Press Release of CEVA, Inc., relating to financial results for the third quarter of 2009, dated October 28, 2009.