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 July 2009

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: July 20, 2009 CERAGON NETWORKS LTD.


By: /s/ Donna Gershowitz
——————————————
Donna Gershowitz
VP and General Counsel

Exhibit Description

Exhibit A – Press Release: Ceragon Networks Reports Second Quarter 2009 Financial Results

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EX-99

Exhibit A

CERAGON NETWORKS REPORTS SECOND QUARTER 2009
FINANCIAL RESULTS

        TEL AVIV, Israel, July 20, 2009 – Ceragon Networks Ltd. (NASDAQ and TASE: CRNT), a leading provider of LTE-ready high-capacity Ethernet and TDM wireless backhaul solutions, today reported results for the second quarter which ended June 30, 2009.

        Revenues for the second quarter of 2009 were $42.2 million, down 24% from $55.2 million for the second quarter of 2008 and 4% from $43.9 million in the first quarter of 2009.

        Net income in accordance with US Generally Accepted Accounting Principles (GAAP) for the second quarter of 2009 was $0.2 million or $0.01 per basic share and diluted share, compared to net income of $15.5 million in the second quarter of 2008, or $0.42 per basic share and $0.40 per diluted share.

        On a non-GAAP basis, net income for the second quarter, excluding $805,000 of equity-based compensation expenses, was $1.04 million, or $0.03 per basic and diluted share. Non-GAAP net income for the second quarter of 2008 was $4.9 million, or $0.13 per basic and diluted share. (Please refer to the accompanying financial table for reconciliation of GAAP financial information to non-GAAP).

        Gross margin on a GAAP basis in the second quarter of 2009 was 32% of revenues. Gross margin on a non-GAAP basis in the second quarter of 2009 was 32.1% of revenues.

        Cash and cash investments at the end of the quarter were $96 million.

        “Our confidence in the long term outlook for our business is supported by a significant increase in new orders during Q2,” said Ira Palti, President and CEO of Ceragon. “These new orders continue to reflect improving demand from the expansion of GSM networks in India to accommodate record subscriber growth. Meanwhile, worldwide business conditions remain challenging with long sales cycles as our customers continue to focus on retaining cash. We expect to see gradual improvement during the second half of 2009, led by continued strength from Asia. Longer term, we expect to benefit from improving demand in all regions, particularly for solutions that support the migration of cellular networks to IP-based architecture to accommodate the explosion of mobile data usage.”

Supplemental revenue breakouts:

Geographical breakdown:

	Second quarter 2009
Asia Pacific		44	%
Europe Middle-East and Africa		37	%
North America		9	%
Latin America		10	%

        A conference call discussing Ceragon’s results for the second quarter of 2009, business conditions, outlook and guidance, will take place today, July 20, 2009, at 9:00 a.m. (EDT). Investors can join the Company’s teleconference by calling (800) 230-1096 or international (612) 332-0107 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/ir_events.asp selecting the webcast link, and following the registration instructions.

        If you are unable to join us live, the replay numbers are: (USA) (800) 475-6701 or (International) (320) 365-3844, Access Code: 105440.

        A replay of both the call and the webcast will be available through August 20, 2009.

About Ceragon Networks Ltd.
Ceragon Networks Ltd. (NASDAQ and TASE: CRNT) is a leading provider of high capacity wireless backhaul solutions that enable wireless service providers to deliver voice and premium data services, such as Internet browsing, music and video applications. Ceragon’s wireless backhaul solutions use microwave technology to transfer large amounts of network traffic between base stations and the infrastructure at the core of the mobile network. Ceragon designs solutions to provide fiber-like connectivity for circuit-switched, or SONET/SDH, networks, next generation Ethernet/Internet Protocol, or IP-based, networks, and hybrid networks that combine circuit-switched and IP-based networks. Ceragon’s solutions support all wireless access technologies, including GSM, CDMA, EV-DO and WiMAX. These solutions address wireless service providers’ need to cost-effectively build-out and scale their infrastructure to meet the increasing demands placed on their networks by growing numbers of subscribers and the increasing demand for premium data services. Ceragon also provides its solutions to businesses and public institutions that operate their own private communications networks. Ceragon’s solutions are deployed by more than 150 service providers of all sizes, as well as in hundreds of private networks, in nearly 100 countries. More information is available at www.ceragon.com

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Ceragon Networks^®, CeraView^®, FibeAir^® and the FibeAir^® design mark are registered trademarks of Ceragon Network s 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.

        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. These are important factors that could cause actual results to differ materially from forecasts and estimates. 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.

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Ceragon Reports Second Quarter 2009 Results

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

	Six months ended June 30					Three months ended June 30,
	2009			2008		2009			2008
Revenues	$	86,148		$	102,402	$	42,246		$	55,226
Cost of revenues		57,764			67,019		28,733			36,504
Gross profit		28,384			35,383		13,513			18,722
Operating expenses:
Research and development		9,657			9,958		4,587			5,139
Selling and marketing		15,146			15,124		7,188			8,098
General and administrative		3,802			3,217		1,902			1,856
Total operating expenses	$	28,605		$	28,299	$	13,677		$	15,093
Operating profit (loss)		(221	)		7,084		(164	)		3,629
Financial income, net		822			1,625		468			807
Income before taxes		601			8,709		304			4,436
Tax benefit (taxes on income)		(153	)		11,048		(71	)		11,048
Net Income	$	448		$	19,757	$	233		$	15,484
Basic net earnings per share	$	0.01		$	0.53	$	0.01		$	0.42
Diluted net earnings per share	$	0.01		$	0.51	$	0.01		$	0.40
Weighted average number of shares used
in computing basic net earnings per
share		34,523,460			36,959,822		34,247,005			36,976,800
Weighted average number of shares used
in computing diluted net earnings
per share		35,157,903			38,870,505		34,994,702			38,910,727

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Ceragon Reports Second Quarter 2009 Results

CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands)
(Unaudited)

	June 30, 2009			December 31, 2008
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	38,402		$	28,224
Short-term bank deposits		33,979			35,044
Marketable securities		4,809			2,187
Trade receivables, net		52,660			70,811
Deferred taxes		2,495			4,082
Other accounts receivable and prepaid expenses		8,052			11,508
Inventories		42,168			40,113
Total current assets	$	182,565		$	191,969
LONG-TERM INVESTMENTS:
Long-term bank deposits		7,785			8,204
Long-term marketable securities		11,018			24,102
Severance pay funds		4,472			4,065
Deferred taxes		9,594			8,007
Total long-term investments	$	32,869		$	44,378
PROPERTY AND EQUIPMENT, NET		9,764			8,891
Total assets	$	225,198		$	245,238
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables		27,625			41,748
Deferred revenues		6,051			5,886
Other accounts payable and accrued expenses		7,939			8,041
Total current liabilities	$	41,615		$	55,675
LONG-TERM LIABILITIES
Accrued severance pay	$	6,733		$	6,647
SHAREHOLDERS' EQUITY:
Share capital:
Ordinary shares		91			91
Additional paid-in capital		286,950			285,141
Treasury shares at cost		(15,963	)		(7,923	)
Other comprehensive income (loss)		(90	)		193
Accumulated deficits		(94,138	)		(94,586	)
Total shareholders' equity	$	176,850		$	182,916
Total liabilities and shareholders' equity	$	225,198		$	245,238

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Ceragon Reports Second Quarter 2009 Results

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(U.S. dollars, in thousands)
(Unaudited)

	Three months ended June 30,						Six months ended June 30,
	2009			2008			2009			2008
Cash flow from operating activities:
Net income	$	233		$	15,484		$	448		$	19,757
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation		760			464			1,471			856
Stock-based compensation expense		805			654			1,594			1,298
Decrease (increase) in trade and other
receivables, net		7,700			(18,527	)		21,237			(17,599	)
Increase in inventory		(2,922	)		(2,758	)		(2,055	)		(163	)
Increase (decrease) in trade payables and accrued
liabilities		(145	)		8,162			(12,708	)		3,696
Increase (decrease) in deferred revenues		(1,270	)		(1,822	)		165			(3,896	)
Increase in deferred tax asset		-			(11,207	)		-			(11,207	)
Decrease in long term payable		-			(2,232	)		-			(4,650	)
Other adjustments		(95	)		179			(233	)		160
Net cash provided by (used in) operating activities	$	5,066		$	(11,603	)	$	9,919		$	(11,748	)
Cash flow from investing activities:
Purchase of property and equipment ,net		(1,287	)		(805	)		(3,774	)		(1,839	)
Investment in short and long-term bank deposit		(10,495	)		(20,365	)		(18,955	)		(33,574	)
Proceeds from short and long-term bank deposits		3,599			22,957			20,559			39,014
Investment in held-to-maturity marketable securities		-			-			(1,500	)		(14,000	)
Proceeds from maturities of held-to-maturity
marketable securities		1,300			1,950			11,754			4,050
Net cash provided by (used in) investing activities	$	(6,883	)	$	3,737		$	8,084		$	(6,349	)
Cash flow from financing activities:
Proceeds from exercise of options		215			66			215			275
Purchase of treasury shares at cost		(1,618	)		-			(8,040	)		-
Issuance costs		-			-			-			(330	)
Net cash provided by (used in) financing activities	$	(1,403	)	$	66		$	(7,825	)	$	(55	)
Increase (decrease) in cash and cash equivalents	$	(3,220	)	$	(7,800	)	$	10,178		$	(18,152	)
Cash and cash equivalents at the beginning of the
period		41,622			48,298			28,224			58,650
Cash and cash equivalents at the end of the period	$	38,402		$	40,498		$	38,402		$	40,498

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Ceragon Reports Second Quarter 2009 Results

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

	Three months ended June 30
	2009							2008
	GAAP (as reported)			Adjustments (*)		Non-GAAP		Non-GAAP
Revenues	$	42,246				$	42,246	$	55,226
Cost of revenues		28,733			61		28,672		36,436
Gross profit		13,513					13,574		18,790
Operating expenses:
Research and development		4,587			166		4,421		5,015
Selling and marketing		7,188			322		6,866		7,807
General and administrative		1,902			256		1,646		1,685
Total operating expenses	$	13,677				$	12,933	$	14,507
Operating profit (loss)		(164	)				641		4,283
Financial income, net		468					468		807
Income before taxes		304					1,109		5,090
Taxes on income		71					71		159
Net income	$	233				$	1,038	$	4,931
Basic net earnings per share	$	0.01				$	0.03	$	0.13
Diluted net earnings per share	$	0.01				$	0.03	$	0.13
Weighted average number of shares used in
computing basic net earnings per share		34,247,005					34,247,005		36,976,800
Weighted average number of shares used in
computing diluted net earnings per share		34,994,702					34,994,702		38,910,727
Total adjustments					805

(*) Adjustments related to equity based compensation expenses according to SFAS 123 (R)

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Ceragon Reports Second Quarter 2009 Results

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

	Six months ended June 30,
	2009							2008
	GAAP (as reported)			Adjustments(*)		Non-GAAP		Non-GAAP
Revenues	$	86,148				$	86,148	$	102,402
Cost of revenues		57,764			124		57,640		66,882
Gross profit		28,384					28,508		35,520
Operating expenses:
Research and development		9,657			326		9,331		9,674
Selling and marketing		15,146			628		14,518		14,554
General and administrative		3,802			516		3,286		2,910
Total operating expenses	$	28,605				$	27,135	$	27,138
Operating profit (loss)		(221	)				1,373		8,382
Financial income, net		822					822		1,625
Income before taxes		601					2,195		10,007
Taxes on income		153					153		159
Net Income	$	448				$	2,042	$	9,848
Basic net earnings per share	$	0.01				$	0.06	$	0.27
Diluted net earnings per share	$	0.01				$	0.06	$	0.25
Weighted average number of shares used in
computing basic net earnings per share		34,523,460					34,523,460		36,959,822
Weighted average number of shares used in
computing diluted net earnings per share		35,157,903					35,157,903		38,870,505
Total adjustments					1,594

(*) Adjustments related to equity based compensation expenses according to SFAS 123 (R)

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Ceragon Reports Second Quarter 2008 Results

Contact: Yoel Knoll
Director of Investor Relations
Ceragon Networks Ltd.
Cell (Int'l): +972 (0) 52 830 6419
Office (Int'l): +972 (0)3 766 6419
yoell@ceragon.com

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