FORM 4

Form 4

¨ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the

Securities Exchange Act of 1934, Section 17(a) of the

Public Utility Holding Company Act of 1935 or Section 30(h)

of the Investment Company Act of 1940

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1.		Name and Address of Reporting Person*

		Fielding Kevin

		(Last) (First) (Middle)

		Parthus Technologies PLC 32-34 Harcourt Street

		(Street)

		Dublin 2 Ireland

		(City) (State) (Zip)

2.		Issuer Name and Ticker or Trading Symbol

		ParthusCeva, Inc. (PCVA)

3.		I.R.S. Identification Number of Reporting Person, if an entity (voluntary)



4.		Statement for Month/Day/Year

		11/01/02

5.		If Amendment, Date of Original (Month/Day/Year)



6.		Relationship of Reporting Person(s) to Issuer (Check all applicable)

		x Director ¨ 10% Owner x Officer (give title below) ¨ Other (specify below) President and Chief Executive Officer

7.		Individual or Joint/Group Filing (Check Applicable Line) x Form filed by One Reporting Person ¨ Form filed by More than One Reporting Person


Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.	Title of Security (Instr. 3)

	Common Stock

2.	Transaction Date (Month/Day/Year)

	11/01/02

2A.	Deemed Execution Date, if any (Month/Day/Year)

	N/A

3.	Transaction Code (Instr. 8)

		Code	V

	A

4.	Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

		Amount (A) or (D)	Price

		9,458 A	(1)

5.	Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)

		9,458

6.	Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

		D

7.	Nature of Indirect Beneficial Ownership (Instr. 4)

(1) Received in exchange for 624,637 ordinary shares of Parthus Technologies plc in connection with a combination of Parthus Technologies plc and Ceva, Inc. (the "Combination"). On the date prior to the effective date of the Combination, the closing price of Parthus Technologies plc's ordinary shares was $0.237 per share, and on the effective date of the Combination, the closing price of ParthusCeva, Inc.'s common stock was $5.27 per share.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Potential persons who are to respond to the collection of information contained in this form not required to respond unless the form displays a currently valid OMB control number.

(Over)

SEC 1474 (9-02)

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned (*e.g.,* puts, calls, warrants, options, convertible securities)

1.	Title of Derivative Security (Instr. 3)

	Stock Option

2.	Conversion or Exercise Price of Derivative Security

	$10.90

3.	Transaction Date (Month/Day/Year)

	11/01/02

3A.	Deemed Execution Date, if any (Month/Day/Year)

	N/A

4.	Transaction Code (Instr. 8)

		Code	V

		A

5.	Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

		(A)	(D)

		1,136

6.	Date Exercisable and Expiration Date (Month/Day/Year)

		Date Exercisable	Expiration Date

		(2)	6/1/06

7.	Title and Amount of Underlying Securities (Instr. 3 and 4)

		Title	Amount or Number of Shares

		Common Stock	1,136

8.	Price of Derivative Security (Instr. 5)

	(3)

9.	Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

	1,136

10.	Ownership Form of Derivative Securities: Direct (D) or Indirect (I) (Instr. 4)

	D

11.	Nature of Indirect Benefical Ownership (Instr. 4)

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned (*e.g.,* puts, calls, warrants, options, convertible securities)

1.	Title of Derivative Security (Instr. 3)

	Stock Option

2.	Conversion or Exercise Price of Derivative Security

	$17.63

3.	Transaction Date (Month/Day/Year)

	11/01/02

3A.	Deemed Execution Date, if any (Month/Day/Year)

	N/A

4.	Transaction Code (Instr. 8)

		Code	V

		A

5.	Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

		(A)	(D)

		4,542

6.	Date Exercisable and Expiration Date (Month/Day/Year)

		Date Exercisable	Expiration Date

		(4)	2/4/07

7.	Title and Amount of Underlying Securities (Instr. 3 and 4)

		Title	Amount or Number of Shares

		Common Stock	4,542

8.	Price of Derivative Security (Instr. 5)

	(5)

9.	Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

	4,542

10.	Ownership Form of Derivative Securities: Direct (D) or Indirect (I) (Instr. 4)

	D

11.	Nature of Indirect Benefical Ownership (Instr. 4)

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned (*e.g.,* puts, calls, warrants, options, convertible securities)

1.	Title of Derivative Security (Instr. 3)

	Stock Option

2.	Conversion or Exercise Price of Derivative Security

	$17.63

3.	Transaction Date (Month/Day/Year)

	11/01/02

3A.	Deemed Execution Date, if any (Month/Day/Year)

	N/A

4.	Transaction Code (Instr. 8)

		Code	V

		A

5.	Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

		(A)	(D)

		15,141

6.	Date Exercisable and Expiration Date (Month/Day/Year)

		Date Exercisable	Expiration Date

		(6)	7/11/07

7.	Title and Amount of Underlying Securities (Instr. 3 and 4)

		Title	Amount or Number of Shares

		Common Stock	15,141

8.	Price of Derivative Security (Instr. 5)

	(7)

9.	Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

	15,141

10.	Ownership Form of Derivative Securities: Direct (D) or Indirect (I) (Instr. 4)

	D

11.	Nature of Indirect Benefical Ownership (Instr. 4)

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned (*e.g.,* puts, calls, warrants, options, convertible securities)

1.	Title of Derivative Security (Instr. 3)

	Stock Option

2.	Conversion or Exercise Price of Derivative Security

	$17.63

3.	Transaction Date (Month/Day/Year)

	11/01/02

3A.	Deemed Execution Date, if any (Month/Day/Year)

	N/A

4.	Transaction Code (Instr. 8)

		Code	V

		A

5.	Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

		(A)	(D)

		38

6.	Date Exercisable and Expiration Date (Month/Day/Year)

		Date Exercisable	Expiration Date

		(8)	11/30/07

7.	Title and Amount of Underlying Securities (Instr. 3 and 4)

		Title	Amount or Number of Shares

		Common Stock	38

8.	Price of Derivative Security (Instr. 5)

	(9)

9.	Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

	38

10.	Ownership Form of Derivative Securities: Direct (D) or Indirect (I) (Instr. 4)

	D

11.	Nature of Indirect Benefical Ownership (Instr. 4)

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned (*e.g.,* puts, calls, warrants, options, convertible securities)

1.	Title of Derivative Security (Instr. 3)

	Stock Option

2.	Conversion or Exercise Price of Derivative Security

	$17.63

3.	Transaction Date (Month/Day/Year)

	11/01/02

3A.	Deemed Execution Date, if any (Month/Day/Year)

	N/A

4.	Transaction Code (Instr. 8)

		Code	V

		A

5.	Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

		(A)	(D)

		74,191

6.	Date Exercisable and Expiration Date (Month/Day/Year)

		Date Exercisable	Expiration Date

		(10)	9/20/08

7.	Title and Amount of Underlying Securities (Instr. 3 and 4)

		Title	Amount or Number of Shares

		Common Stock	74,191

8.	Price of Derivative Security (Instr. 5)

	(11)

9.	Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

	74,191

10.	Ownership Form of Derivative Securities: Direct (D) or Indirect (I) (Instr. 4)

	D

11.	Nature of Indirect Benefical Ownership (Instr. 4)

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned (*e.g.,* puts, calls, warrants, options, convertible securities)

1.	Title of Derivative Security (Instr. 3)

	Stock Option

2.	Conversion or Exercise Price of Derivative Security

	$17.63

3.	Transaction Date (Month/Day/Year)

	11/01/02

3A.	Deemed Execution Date, if any (Month/Day/Year)

	N/A

4.	Transaction Code (Instr. 8)

		Code	V

		A

5.	Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

		(A)	(D)

		81,761

6.	Date Exercisable and Expiration Date (Month/Day/Year)

		Date Exercisable	Expiration Date

		(12)	6/20/09

7.	Title and Amount of Underlying Securities (Instr. 3 and 4)

		Title	Amount or Number of Shares

		Common Stock	81,761

8.	Price of Derivative Security (Instr. 5)

	(13)

9.	Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

	81,761

10.	Ownership Form of Derivative Securities: Direct (D) or Indirect (I) (Instr. 4)

	D

11.	Nature of Indirect Benefical Ownership (Instr. 4)

Explanation of Responses:

(2)

8,335 stock options are immediately exercisable. The remaining 66,675 stock options vest monthly beginning 11/1/02.

(3)

Received in the Combination in exchange for a stock option to acquire 75,010 ordinary shares of Parthus Technologies plc for $.165 per share.

(4)

199,990 stock options are immediately exercisable. The remaining 100,010 stock options vest monthly beginning 11/4/02.

(5)

Received in the Combination in exchange for a stock option to acquire 300,000 ordinary shares of Parthus Technologies plc for $.267 per share.

(6)

562,495 stock options are immediately exercisable. The remaining 437,505 stock options vest monthly beginning 11/11/02.

(7)

Received in the Combination in exchange for a stock option to acquire 1,000,000 ordinary shares of Parthus Technologies plc for $.267 per share.

(8)

2,500 stock options are immediately exercisable.

(9)

Received in the Combination in exchange for a stock option to acquire 2,500 ordinary shares of Parthus Technologies plc for $.267 per share.

(10)

1,327,080 stock options are immediately exercisable. The remaining 3,572,920 stock options vest monthly beginning 11/20/02.

(11)

Received in the Combination in exchange for a stock option to acquire 4,900,000 ordinary shares of Parthus Technologies plc for $.267 per share.

(12)

The stock options vest in equal monthly installments beginning June 20, 2003.

(13)

Received in the Combination in exchange for a stock option to acquire 5,400,000 ordinary shares of Parthus Technologies plc for $.267 per share.


/S/ JOHN BOURKE		11/01/02
**Signature of Reporting Person Attorney-in-fact		Date

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note:

File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Last update: 09/05/2002

Potential persons who are to respond to the collection of information contained in this form not required to respond unless the form displays a currently valid OMB control number.