Mail Stop 03-06


May 4, 2005


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

Re:	Celeritek, Inc.
	Amendment No. 2 to Preliminary Proxy Statement on Schedule
14A
	Filed May 4, 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.

Background of the Proposed Asset Sale - Page 10

1. We note your response to comment 3.  Please expand your
disclosure
at the top of page 12 or in another appropriate section of your
document to clarify how the "value" of the other offer was less
than
the cash and assumption of liabilities offered by Mimix.

Our reasons for the Proposed Asset Sale - Page 13

2. We reissue comment 4 which sought a summary of the analyses
conducted by the board, not just an identification of the factors
considered.  For example, we note your disclosure on page 13 that
the
board compared the consideration to the total market value of your
common stock.  You should provide a summary of that comparative
analysis.  We also assume that the board conducted other analyses
to
support its conclusion on page 11 that $2.6 million was
insufficient
consideration.

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.
May 4, 2005
Page 2