SecProbe.io

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Mail Stop 3561

      							June 23, 2005

VIA INTERNATIONAL MAIL AND FAX  (972)-3-925-2222
Ms. Tal Payne
Vice President, Finance
Gilat Satellite Networks Ltd.
Gilat House
21 Yegia Kapayim Street
Kiryat Arye
Peta Tikva 49130 Israel

	Re:	Gilat Satellite Networks Ltd.
      Form 20-F for Fiscal Year Ended December 31, 2004
		Filed March  18, 2005
		File No. 0-21218

Dear Ms. Payne:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Please address the following comments
in
future filings.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a future 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
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.

Form 20-F for Fiscal Year Ended December 31, 2004

Capital Expenditures and Divestitures, page 20

1. We note that certain inventory was classified into property and
equipment during 2002, 2003, and 2004.  Please tell us the nature
of
the reclassification.

Critical Accounting Policies and Estimates, page 45

2. Please disclose how you estimate the general allowance for
doubtful accounts.

Revenues, page 52

3. Please tell us and disclose your basis for revenue recognition
on
the Compartel projects in Columbia and similar projects.  In your
response, please address the effect of operational milestones as
mentioned on page 61.  Refer to paragraph 46 of SOP 81-1.

Gross profit, page 57

4. We note your statements that the "consolidation amounts
presented
above represent effect of unrealized profits derived from the
transactions between GNS and Spacenet. Given that Spacenet
revenues
were lower in 2003 compared to 2002, purchases of equipment by
Spacenet from GNS were also reduced significantly.  As such, the
unrealized profits also decreased."  Please tell us in detail how
"intercompany" unrealized profits affected the reported gross
profit.

Consolidated Statements of Operations, page F-5

5. Please tell us and disclose in your MD&A how you were able to
reduce service cost of revenues.  We note that in prior years,
service cost of revenues exceeded the related service revenues.

6. We note that transactions with related parties accounted for
approximately 10% of cost of service revenues during each of the
last
three years.  Tell us and disclose the nature of these services.

Note 4. Investments in Affiliated Companies and Excess of Losses
over
Investments, page F-29

7. We note your conclusion that the Company is not the primary
beneficiary of Satlynx and therefore Satlynx should not be
considered
into the Company`s consolidated financial statements.  Considering
that SES Global S.A is a related party and holds a variable
interest
in Satlynx, tell us your consideration of paragraph 17 of FIN
46(R).

Note 2(k). Long-term trade receivables. Page F-18

8. Please provide the disclosures required for receivables that
include amounts under long-term contracts.  We note on page 8 that
your current backlog of orders consists of long-term contracts for
three to five years.  In addition, you indicated in Note 8(j) that
you provide guarantees on installation and operational periods of
long-term rural telephony projects ... and other projects until
operational milestones are met.  Refer to Rule 5-02.3(c) of
Regulation S-X.

Note 8. Commitments and Contingencies, page F-36

9. We note that you did not recognize any liability for the
guarantees since you expect its performance will be acceptable.
Please tell us what is meant by this disclosure.  It is unclear to
us
if you have concluded that these guarantees are not under the
scope
of FIN 45.

Note 10. Restructuring of Debts, page F-43

10.  Tell us how accounted for the Bank Hapoalim warrant.

11. Please tell us why the Hapoalim transaction was not accounted
for
under SFAS 15.

12. Considering that Bank Hapoalim is a 14.8% shareholder, tell us
how you considered SAB Topic 5(T) in accounting for this
transaction.

Note 12. Taxes on Income, page F-52

13. Please disclose the significant components of your income tax
expense.  Refer to paragraphs 45 and 47 of SFAS 109.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detail letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Kathryn Jacobson, Staff Accountant, at (202)
551-3365 or Dean Suehiro, Senior Staff Accountant, at (202) 551-
3384
if you have questions regarding comments on the financial
statements
and related matters.  Please contact me at (202) 551-3810 with any
other questions.

								Sincerely,

								Larry Spirgel
								Assistant Director

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Ms. Tal Payne
Gilat Satellite Networks Ltd.
June 23, 2005
Page 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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