6-K

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

REPORT OF FOREIGN ISSUER

Pursuant to Section 13a-16 or 15d-16 of the
Securities Exchange Act of 1934

For the month of April 2007

CERAGON NETWORKS LTD.

(Translation of registrant’s name into English)

24 Raoul Wallenberg Street, Tel Aviv 69719, Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No x

If “Yes” is marked, indicate below the file number assigned to the registration in connection with Rule 12g3(b): 82 – _________________

Signature

        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, thereunto duly authorized.

Date: April 30, 2007 CERAGON NETWORKS LTD.


By: /s/ Norman Kotler
——————————————
Norman Kotler
General Counsel and Corporate Secretary

Exhibit Description

Exhibit A - Press Release: CERAGON NETWORKS^® REPORTS RECORD FIRST QUARTER 2007 FINANCIAL RESULTS

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EX-99

EXHIBIT A

CERAGON NETWORKS^® REPORTS RECORD FIRST
QUARTER 2007 FINANCIAL RESULTS

“Strong Demand from Emerging Markets Generates Higher Revenues and Bookings”

        TEL AVIV, Israel, April 30, 2007 – Ceragon Networks Ltd. (NASDAQ and TASE: CRNT), www.ceragon.com, a leading provider of high-capacity wireless backhaul solutions, today reported results for the first quarter which ended March 31, 2007.

        Revenues for the first quarter of 2007 were $33.9 million, up 59% from $21.3 million for the first quarter of 2006 and 3% from $32.9 million in the fourth quarter of 2006.

        Net income in accordance with Generally Accepted Accounting Principles (GAAP) for the first quarter of 2007 was $2.6 million or $0.10 per basic share and $0.09 per diluted share. On a non-GAAP basis net income for the first quarter, excluding $390,000 of equity-based compensation expenses, was $3.0 million, or $0.11 per basic share and $0.10 per diluted share, compared to non-GAAP net income of $1.0 million, or $0.04 per basic and diluted share in the first quarter of 2006. (Refer to the accompanying financial table for reconciliation of GAAP financial information to non-GAAP.)

        Gross margin on a GAAP basis in the first quarter of 2007 was 36.3% of revenues. On a non-GAAP basis gross margin was 36.4% of revenues.

        Cash and cash equivalents, short- and long-term deposits and short- and long-term marketable securities totaled $29.5 million at March 31, 2007.

        “We are pleased to report that we began the year with record results and strong bookings,” said Ira Palti, President and CEO of Ceragon. “Based on strong demand from emerging markets, particularly in the Asia Pacific region, we are revising our revenue growth target for 2007 upward from an increase of around 25% to an increase of about 30% over 2006 .”

        “The need for more high-capacity wireless backhaul is being fueled by growing demand for mobile data services in the developed world, combined with growth in cellular subscribers in emerging economies.  We are also benefiting from the migration to all-IP networks and broadband connectivity via WiMAX.  We are leading the market with field-proven high-capacity solutions including a native IP solution as well as a multi-service solution combining native IP with native TDM capabilities on a single flexible platform.  In addition to our continuous cost reduction program, we are focused on increasing our production capacity and shortening delivery times in order to address the widespread demand,” said Palti.

        A conference call discussing Ceragon’s results for the first quarter of 2007, business conditions, and outlook, will take place today, April 30, 2007, at 9:00 a.m. (EDT). Investors can join the Company’s teleconference by calling (800) 230-1766 or international (612) 332-0725 at 8:50 a.m. EDT.

        Investors are also invited to listen to the call live via the Internet by accessing Ceragon Networks’ website at the investors’ page: http://www.ceragon.com/site/Investor_events.asp, selecting the webcast link, and following the registration instructions.

        If you are unable to join us live, the replay numbers are: (800) 475-6701  or international (320)-365-3844. A replay of both the call and the webcast link will be accessible through May 30, 2007.

About Ceragon Networks Ltd.

Ceragon Networks Ltd. (NASDAQ and TASE: CRNT) is a leading provider of high-capacity wireless backhaul solutions for cellular and fixed wireless operators, enterprises and government organizations. Ceragon’s modular FibeAir^® product family is recognized as the gold standard for backhaul transmission and is also one of the top solutions chosen by cellular operators for SONET/SDH rings. A scalable, future-proof solution for wireless transport of broadband services, FibeAir operates across multiple frequencies for IP and SONET/SDH protocols, supporting the emerging needs of next-generation networks that are evolving to all-IP based services, including triple-play. It leads the market in IP backhaul, offering a unique, native IP solution that provides the efficient, robust connectivity required for WiFi, WiMAX and converged networks. Ceragon supports its growing base of more than 180 customers in 70 countries by operating an extensive sales network comprising 17 offices and numerous partners located around the world. More information is available at www.ceragon.com.

        Ceragon Networks^®, CeraView^®, FibeAir^® and the FibeAir^® design mark are registered trademarks of Ceragon Networks Ltd., and Ceragon™, PolyView™, ConfigAir™, CeraMon™, EtherAir™, QuickAir™, QuickAir Partner Program™, QuickAir Partner Certification Program™, QuickAir Partner Zone™, EncryptAir™ and Microwave Fiber™ are trademarks of Ceragon Networks Ltd.

(more)

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Ceragon Reports First Quarter 2007 Results

CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands, except share and per share data
(Unaudited)

	Three months ended March 31,
	2007		2006
Revenues	$	33,936	$	21,322
Cost of revenues		21,627		13,391
Gross profit		12,309		7,931
Operating expenses:
Research and development		3,490		3,241
Less: grants and participations		-		438
Research and development, net		3,490		2,803
Selling and marketing		5,250		3,919
General and administrative		1,119		1,305
Total operating expenses		9,859		8,027
Operating profit (loss)		2,450		(96	)
Financial income, net		173		384
Net income	$	2,623	$	288
Basic net earnings per share	$	0.10	$	0.01
Diluted net earnings per share	$	0.09	$	0.01
Weighted average number of shares used in computing basic   net earnings per share		27,600,884		26,458,840
Weighted average number of shares used in computing   diluted net earnings per share		29,148,689		28,027,069

(more)

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Ceragon Reports First Quarter 2007 Results

CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands, except share and per share data
(Unaudited)

	March 31, 2007			December 31, 2006
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	15,752		$	10,170
Short-term bank deposits		2,086			5,364
Marketable securities		6,421			6,578
Trade receivables, net		29,546			27,433
Other accounts receivable and prepaid expenses		5,282			6,925
Inventories		32,122			27,311
Total current assets		91,209			83,781
LONG-TERM INVESTMENTS:
Long-term bank deposits		2,903			2,873
Long-term marketable securities		2,385			4,500
Severance pay funds		2,610			2,537
Total long-term investments		7,898			9,910
PROPERTY AND EQUIPMENT, NET		2,814			2,660
Total assets	$	101,921		$	96,351
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables	$	21,880		$	22,147
Deferred revenues		7,580			3,739
Other accounts payable and accrued expenses		10,406			10,627
Total current liabilities	$	39,866		$	36,513
LONG-TERM LIABILITIES
Accrued severance pay		4,389			4,352
Other payables		5,948			7,925
Total long-term liabilities	$	10,337		$	12,277
SHAREHOLDERS' EQUITY:
Share capital:
Ordinary shares		69			68
Additional paid-in capital		182,680			181,137
Other comprehensive income		54			64
Accumulated deficits		(131,085	)		(133,708	)
Total shareholders' equity		51,718			47,561
Total liabilities and shareholders' equity	$	101,921		$	96,351

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Ceragon Reports First Quarter 2007 Results

RECONCILIATION OF NON-GAAP FINANCIAL RESULTS
U.S. dollars in thousands, except share and per share data
(Unaudited)

	Three months ended March 31,
	2007						2006
	GAAP (as reported)		Adjustment (*)		Non-GAAP		Non-GAAP
Revenues	$	33,936			$	33,936	$	21,322
Cost of revenues		21,627		29		21,598		13,322
Gross profit		12,309		29		12,338		8,000
Operating expenses:
Research and development		3,490		62		3,428		3,112
Less: grants and participations		-				-		438
Research and development, net		3,490		62		3,428		2,674
Selling and marketing		5,250		148		5,102		3,742
General and administrative		1,119		151		968		933
Total operating expenses		9,859		361		9,498		7,349
Operating profit		2,450				2,840		651
Financial income, net		173				173		384
Net income	$	2,623			$	3,013	$	1,035
Basic net earnings per share	$	0.10			$	0.11	$	0.04
Diluted net earnings per share	$	0.09			$	0.10	$	0.04
Weighted average number of shares used in computing basic net
earnings per share		27,600,884				27,600,884		26,458,840
Weighted average number of shares used in computing diluted net   earnings per share		29,148,689				29,148,689		28,027,069
Total adjustments				390
(*) Adjustments related to equity based compensation expenses according to SFAS 123 (R)

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Ceragon Reports First Quarter 2007 Results

This press release may contain statements concerning Ceragon’s future prospects that are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and projections that involve a number of risks and uncertainties. There can be no assurance that future results will be achieved, and actual results could differ materially from forecasts and estimates. Important factors that could cause actual results to differ materially from forecasts and estimates include: Ceragon’s limited operating history and history of losses; Ceragon’s dependence on a limited number of key customers, independent manufacturers and suppliers; and the demand for Ceragon’s products and technology. These risks and uncertainties, as well as others, are discussed in greater detail in Ceragon’s Annual Report on Form 20-F and Ceragon’s other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date on which they are made, and Ceragon undertakes no commitment to revise or update any forward-looking statement in order to reflect events or circumstances after the date any such statement is made.

Contact: Vered Shaked
Investor Relations Manager
Ceragon Networks Ltd.
Office: +972 (3) 645 5513
Mobile: +972 (52) 573 5513
vereds@ceragon.com

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