SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3628
   June 11, 2009

Via Facsimile and U.S. Mail

Dr. Shachar Hadar, Adv. Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.   One Azrieli Center (Round Building) Tel Aviv 67021 Israel
Re: Gilat Satellite Networks Ltd.
 Schedule TO-T filed June 8, 2009
 By KCPS Satellite Communica tions, Limited Partnership,
 KCPS Satellite Holdings Ltd., and
KCPS PE Investment Management (2006) Ltd.
 File No. 005-49455

Dear Dr. Hadar:

We have reviewed your filings and ha ve the following comments.  Where
indicated, we think you should revise your docum ents in response to these comments.  If
you disagree, we will consider your explanation as to why a comment is  inapplicable or a
revision is unnecessary.  Please be as detailed as  necessary in your expl anation.  In some of
our comments, we may ask you to provide us with supplemental information so we may
better understand your disclosure.  After revi ewing this information, we may or may not
raise additional comments.  Pleas e note that all defined terms us ed in this letter have the
same meaning as in the Offer to Purchase.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Schedule TO-T

1. Please tell us what consideration was given to including JGD Management Corp
or York, KCPS & Company (2007) Ltd. and Messrs. Shav it, Halevy and Einan as
bidders.  We note that these parties are id entified as controllin g shareholders of
the named bidders or may beneficially own the securities purchased by the
bidders.  In addition to thes e parties, other persons or entities that control them
may also need to be included as bidders in the tender offer.  Please refer to the
factors discussed in section II.D.2 of th e Current Issues and Rulemaking Projects

Dr. Shachar Hadar, Adv.
Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.  June 11, 2009
Page 2
Outline (November 2000) in your analysis of whether other bidders should be
included.  To the extent you determine not to add additional bidders, please
provide your analysis in your response letter.  To the extent that you add
additional parties as bidder s, please be aware that you must include all of the
disclosure required by Schedule TO as to su ch parties individually.  You may also
be required to disseminate revised offer ma terials and to extend the length of the
offer, depending on the materiality of  any new information provided.
 Item 10. Financial Statements

2. We note your assertion under Item 10 th at KCPS’ financial statements are not
material with respect to this tender offer because KCPS will deposit into an
escrow account a sufficient amount of cash to pay for the maximum number of shares.  As you are aware, this is not a condition described in In struction 2 to Item
10 of Schedule TO, which describes when fi nancial statements are not considered
material.  Please provide further analysis as to why you believe that the financial
condition of the bidder is not material to a shareholder’s decision to participate in
the offer.
 Offer to Purchase

 Background to the Offer, page 4

3. Please revise to briefly describe the exemptive and no-action relief that you
received from the SEC.
 Voting Agreement
, page 6
4. We note that you describe the voting ag reement.  Please also describe any
negotiations between the bidders and York, an affiliate of Gila t, during the past
two years regarding a tender offer or any other corporate events.  Refer to Item
1005(b) of Regulation M-A.
5. Please revise to clarify that as a result of the voting agreement, you will
beneficially own the shares held by you a nd by York.  Refer to Rule 13d-3(a)(1).
 Conditions to the Offer, page 26

6. Please refer to the third-to-last paragraph relating to your failure to exercise any
of the rights described in th is section.  This language implies that once a condition
is triggered, you must decide whether or not to assert it.  Pl ease note that when a
condition is triggered and you decide to pr oceed with the offer anyway, the staff
believes that this constitu tes a waiver of the triggered condition.  Depending on
the materiality of the waived condition and the number of days remaining in the

Dr. Shachar Hadar, Adv.
Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.  June 11, 2009
Page 3
offer, you may be required to extend the offer and recirculate new disclosure to
security holders.  You may not, as this la nguage suggests, simply fail to assert a
triggered condition and effectively waive it without officially doing so.  Please
confirm your understanding supplementally, or  revise your disclosure.
  Closing Comments

As appropriate, please amend your filings in response to thes e comments.  You may
wish to provide us with mark ed copies of the amended filings to expedite our review.
Please furnish a cover letter with your amen ded filing that keys your responses to our
comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your amended filings  and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staf f to be certain that they have provided all
material information to investors.  Sin ce 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 all bidders acknowledging that:
• the bidder is responsible fo r 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 a ny action with respect to the filings;
and
• the bidder may not assert staff comments as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Divisi on 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.

Dr. Shachar Hadar, Adv.
Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.  June 11, 2009 Page 4
Please direct any questions to me at (202) 551-3411.  You may also contact me
via facsimile at (202) 772-9203.  Please send all correspondence to us at the following
ZIP code:  20549-3628.          S i n c e r e l y ,            Peggy Kim        S p e c i a l  C o u n s e l         Office of Mergers & Acquisitions