SecProbe.io

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 September 4, 2025

 Via EDGAR Transmission

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Manufacturing
 100 F Street, N.E.
 Washington, D.C. 20549

 Attention:  Bradley Ecker

 Re:

 Gilat Satellite Networks Ltd.
 Registration Statement on Form F-3
 Filed August 28, 2025
 Registration No. 333-289911

 Ladies and Gentlemen:

 In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as
 amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective on September 8, 2025 at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later
 time as Gilat Satellite Networks Ltd. (the “ Company ”) or its counsel may request via telephone call to the staff.  Please
 contact Steven J. Glusband of Carter Ledyard & Milburn LLP, counsel to the Company, at (212) 238-8605, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

 [ Signature Page Follows ]

 Sincerely yours,

 Gilat Satellite Networks Ltd.

 By:   /s/
 Doron Kerbel
 Doron Kerbel
 General Counsel and Corporate Secretary

 cc:   Steven J. Glusband
 Guy Ben-Ami
 Tuvia J. Geffen

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 2, 2025

Doron Kerbel
General Counsel and Corporate Secretary
GILAT SATELLITE NETWORKS LTD
Gilat House
21 Yegia Kapayim Street, Kiryat Arye
Petah Tikva 4913020, Israel

 Re: GILAT SATELLITE NETWORKS LTD
 Registration Statement on Form F-3
 Filed on August 28, 2025
 File No. 333-289911
Dear Doron Kerbel:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Bradley Ecker at 202-551-4985 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
October 4, 2022
Gil Benyamini
Chief Financial Officer
Gilat Satellite Networks LTD
Gilat House
21 Yegia Kapayim Street
Kiryat Arye, Petah Tikva, 4913020 Israel
Re:Gilat Satellite Networks LTD
Form 20-F for the Fiscal Year Ended December 31, 2021
Filed May 16, 2022
File No. 000-21218
Dear Gil Benyamini:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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                Re:

                Gilat Satellite Networks LTD

                Form 20-F for the Fiscal Year Ended December 31, 2021

                filed May 16, 2022

                Form 6-K Filed August 9, 2022

                File No. 000-21218

      Dale Welcome

      Anne McConnell

      Securities and Exchange Commission

      Washington, D.C.  20549

      United States

      September 14, 2022

      Dear Ladies and Gentlemen:

      We are submitting this letter in response to your letter dated August 15, 2022 in which the staff of the Division of Corporation Finance (the “Staff”) provided comments to the Form 20-F for the year
        ended December 31, 2021 filed on May 16, 2022 and the Form 6-K filed on August 9, 2022 by Gilat Satellite Networks Ltd. (the “Company”).

      Set forth below are our responses to the comments.  For your convenience, the text of each of such comments are reproduced in bold and italics before our response. Disclosure
        changes made in response to the Staff’s comments have been made in the amendment No. 1 to the Form 20-F for the year ended December 31, 2021 (the “Amendment”), which is being filed with the Commission contemporaneously with the submission of this
        letter.

      Form 20-F for the Fiscal Year Ended December 31, 2021

      Item 15: Controls and Procedures

      Disclosure Controls and Procedures, page 111

            1.

              We note your conclusions that disclosure controls and procedures were effective but that internal controls over financial reporting were not effective as of December 31, 2021. Please tell us
                how management was able to conclude that disclosure controls and procedures were effective given the substantial overlap with internal controls over financial reporting. Refer to SEC Release No. 33-8238. Your response should also address
                how the material weaknesses you identified in internal controls over financial reporting did not impact your disclosure controls and procedures.

      Alternatively, please revise your Form 20-F to present consistent conclusions for both disclosure controls and procedures and internal controls over financial
        reporting.

      The Company respectfully acknowledges the Staff’s comment, and after reconsidering the implications of the identified and reported material weaknesses in internal controls over
        financial reporting, we determined that our disclosure controls and procedures were ineffective as of December 31, 2021. Accordingly, we have revised Item 15 in the Amendment and refer to the material weaknesses disclosures.

      Item 18: Financial Statements

      Report of Independent Registered Public Accounting Firm, page F-2

            2.

              We note the second sentence of the first paragraph of the auditors' report states that “in our opinion, the consolidated financial statements present fairly, in all material respects, the
                financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020”. Please revise your Form 20-F to include an audit
                report from your registered public accounting firm that opines on the audited financial statements for the three years in the period ended December 31, 2021.

      The Company respectfully acknowledges the Staff’s comment and has included an updated audit report from our registered public accounting firm in the Amendment, that opines on the
        audited financial statements for the three years in the period ended December 31, 2021.

      Notes to Consolidated Financial Statements

      Note 2: Significant Accounting Policies l.

      Revenue recognition, page F-23

            3.

              We note the following disclosures related to when and how you recognize revenue:

            •

              revenue from long term contracts is recognized over time because of continuous transfer of control to the customer using the cost to cost measure of progress;

            •

              revenue from the sale of equipment is recognized at a point in time when the customer obtains control or when acceptance occurs;

            •

              products revenue includes construction of networks; and

              •

                revenue from periodic services are recognized ratably over the term services are provided.

      Please tell us what consideration you have given to providing disaggregated revenue disclosures based on contract type and/or the timing of
        the transfer of products and services since it appears those factors would impact how economic factors affect the nature, amount, timing, and uncertainty of revenue and cash flows. Refer to ASC 606-10-55-90 and 91. We also note your auditors'
        report includes a CAM related to revenue from long term contracts; however, it is not clear how much of your revenue relates to such contracts.

      The Company respectfully acknowledges the Staff’s comment.  In accordance with  ASC 606-10-55-90 through 55-91, when selecting the type of category (or categories) to use to
        disaggregate revenue, an entity should consider how information about the entity’s revenue has been presented for other purposes, including all of the following:

            a)

              Disclosures presented outside the financial statements (for example, in earnings releases, annual reports, or investor presentations)

            b)

              Information regularly reviewed by the chief operating decision maker for evaluating the financial performance of operating segments

            c)

              Other information that is similar to the types of information identified in (a) and (b) and that is used by the entity or users of the entity’s financial statements to evaluate the entity’s financial performance or make resource
                allocation decisions.

      The Company has evaluated its revenue streams in accordance with ASC 606 and determined that disaggregation of revenue based on type (i.e., long-term contracts versus other
        contracts) or based on timing of the transfer of products and services (i.e., at a point in time versus over time) is not applicable. The Company does not present revenue breakdowns by type and by the timing of the transfer of products and services
        for any purpose, including:

            a)

              earnings releases, annual reports, investor presentations;

            b)

              information regularly reviewed by the Company’s CEO, which was identified as the chief operating decision maker;

            c)

              other information that is similar to the types of information identified in (a) and (b) and that is used by the entity or users of the entity’s financial statements, such as management meetings, presentations to the board of directors
                and its committees, transaction approval processes, compensation plans for employees etc.

      In addition, the Company's disclosure regarding its material revenue streams, as provided in note 2(1) to its consolidated financial statements for the year ended December 31,
        2021 (the "Note"), were provided in accordance with the requirements of ASC 606-10-50-12. These requirements include, among other things, a description of when the Company satisfies its performance obligations and the nature of the Company's
        services that it transfers to its customers. This disclosure includes:

            •

              “long-term contracts”, which represent, as mentioned in the Note,“contracts under which the Company provides significant construction to the customer's specifications and networks operation and
                  maintenance”, as well as “contracts relating to the design, development or manufacture of complex equipment or technology platforms to a buyer’s specification (or to provide services related to
                  the performance of such contracts)”. Revenues from these two types of performance obligations, although not similar in their business substance, are recognized over time based on a cost-to-cost measure of progress.

            •

              “sale of equipment”, which according to the Note, “recognized at a point in time, once the customer has obtained control over the items purchased”. It
                should be noted that the Company sells different and diverse types of equipments, with different business essence.

            •

              “revenue from periodic services”, which according to the Note, “recognized ratably over the term the services are rendered”. It should be noted that the
                Company provides different and diverse “periodic services”, with different business essence, which are recognized as revenue ratabely over time.

      Note 15: Customers, Geographic and Segment Information, page F-58

            4.

              In future filings, please separately disclose revenue by individual country, including revenue related to the US and/or Canada, to the extent material, as required by ASC 280-10-50-41.

      The Company respectfully acknowledges the Staff’s comment and advises the Staff that in future filings, the Company will adjust its disclosure of revenues by geographic areas, to
        include a disclosure of revenues by material individual countries (including revenue related to the US and/or Canada, to the extent material).

      Form 6-K Filed August 9, 2022

      Reconciliation Between GAAP and Non-GAAP Consolidated Statements of Income (Loss), page 8

            5.

              We note that the individual adjustments to non-GAAP gross profit and non-GAAP operating expenses for the three-month and six-month periods ended June 30, 2022 do not appear to reconcile to
                the adjustment totals presented in the summary tables. Please provide us explanations for the differences and revise future filings as appropriate. In addition, please explain to us if/how you determine the tax effects of non-GAAP
                adjustments to Non-GAAP net income as required by Question 102.11 of the C&D is related to Non-GAAP Financial Measures.

      The Company respectfully acknowledges the Staff’s comment, and advises the Staff that:

            a)

              the Company unintentionally shifted an amount of USD 49 thousand in the individual adjustment tables, between the gross profit adjustments and the operating expenses adjustments.

      Accordingly, the Company will revise future filings as appropriate.

            b)

              the Company assesses the income tax effect in accordance with Question 102.11 of the C&D, and such adjustments were not found to be material in the six and three months ended June 30, 2022.

      If you have any further questions, please do not hesitate to contact our counsel, Mr Steven Glusband of Carter Ledyard & Milburn LLP at 212-238-8605.

      Very truly yours,

      Gil Benyamini

      Chief Financial Officer

United States securities and exchange commission logo
August 15, 2022
Yael Shofar
General Counsel
Gilat Satellite Networks LTD
Gilat House
21 Yegia Kapayim Street
Kiryat Arye, Petah Tikva, 4913020 Israel
Re:Gilat Satellite Networks LTD
Form 20-F for the Fiscal Year Ended December 31, 2021 filed May 16, 2022
Form 6-K Filed August 9, 2022
File No. 000-21218
Dear Mr. Shofar:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2021
Item 15: Controls and Procedures
Disclosure Controls and Procedures, page 111
1.We note your conclusions that disclosure controls and procedures were effective but that
internal controls over financial reporting were not effective as of December 31, 2021.
Please tell us how management was able to conclude that disclosure controls and
procedures were effective given the substantial overlap with internal controls over
financial reporting. Refer to SEC Release No. 33-8238. Your response should also address
how the material weaknesses you identified in internal controls over financial reporting
did not impact your disclosure controls and procedures. Alternatively, please revise your
Form 20-F to present consistent conclusions for both disclosure controls and procedures
and internal controls over financial reporting.

 FirstName LastNameYael Shofar
 Comapany NameGilat Satellite Networks LTD
 August 15, 2022 Page 2
 FirstName LastNameYael Shofar
Gilat Satellite Networks LTD
August 15, 2022
Page 2
Item 18: Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
2.We note the second sentence of the first paragraph of the auditors' report states that “in
our opinion, the consolidated financial statements present fairly, in all material respects,
the financial position of the Company at December 31, 2021 and 2020, and the results of
its operations and its cash flows for each of the three years in the period ended December
31, 2020”. Please revise your Form 20-F to include an audit report from your registered
public accounting firm that opines on the audited financial statements for the three years
in the period ended December 31, 2021.
Notes to Consolidated Financial Statements
Note 2: Significant Accounting Policies
l. Revenue recognition, page F-23
3.We note the following disclosures related to when and how you recognize revenue:
•revenue from long term contracts is recognized over time because of continuous
transfer of control to the customer using the cost to cost measure of progress;
•revenue from the sale of equipment is recognized at a point in time when the
customer obtains control or when acceptance occurs;
•products revenue includes construction of networks; and
•revenue from periodic services are recognized ratably over the term services are
provided.
Please tell us what consideration you have given to providing disaggregated revenue
disclosures based on contract type and/or the timing of the transfer of products and
services since it appears those factors would impact how economic factors affect the
nature, amount, timing, and uncertainty of revenue and cash flows. Refer to ASC 606-10-
55-90 and 91. We also note your auditors' report includes a CAM related to revenue from
long term contracts; however, it is not clear how much of your revenue relates to such
contracts.
Note 15: Customers, Geographic and Segment Information, page F-58
4.In future filings, please separately disclose revenue by individual country, including
revenue related to the US and/or Canada, to the extent material, as required by ASC 280-
10-50-41.
Form 6-K Filed August 9, 2022
Reconciliation Between GAAP and Non-GAAP Consolidated Statements of Income (Loss), page
8
5.We note that the individual adjustments to non-GAAP gross profit and non-GAAP
operating expenses for the three-month and six-month periods ended June 30, 2022 do not
appear to reconcile to the adjustment totals presented in the summary tables. Please

 FirstName LastNameYael Shofar
 Comapany NameGilat Satellite Networks LTD
 August 15, 2022 Page 3
 FirstName LastName
Yael Shofar
Gilat Satellite Networks LTD
August 15, 2022
Page 3
provide us explanations for the differences and revise future filings as appropriate. In
addition, please explain to us if/how you determine the tax effects of non-GAAP
adjustments to Non-GAAP net income as required by Question 102.11 of the C&DIs
related to Non-GAAP Financial Measures.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Dale Welcome at 202-551-3865 or Anne McConnell at 202-551-3709
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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        July 14, 2022

        VIA EDGAR

        Securities and Exchange Commission

        100 F Street, N.E.

        Washington, D.C. 20549

        Attn: Gregory Herbers, Esq.

        Dear Mr. Herbers:

        The undersigned, on behalf of Gilat Satellite Networks Ltd. (“Gilat”), issuer of the securities covered by the above-referenced Registration Statement, hereby respectfully
          requests that the above-referenced Registration Statement be declared effective by the Securities and Exchange Commission at 4:00 p.m. Washington, D.C. time, on Monday, July 18, 2022, or as soon thereafter as possible.

        Management of Gilat is aware of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the disposition of the
          securities covered by the above-referenced Registration Statement.

        Thank you very much for your courtesy in this matter.

                Very truly yours,

                Yael Shofar,

                General Counsel

        Gilat Satellite Networks Ltd.

        21 Yegia Kapayim St., Kiryat Arye

        Petah Tikva 49130, Israel

        Tel: (972)3 925-2000, Fax: (972)3 925-2222

        www.gilat.com

United States securities and exchange commission logo
July 13, 2022
Adi Sfadia
Chief Executive Officer
Gilat Satellite Networks Ltd.
Gilat House
21 Yegia Kapayim Street, Kiryat Arye
Petah Tikva 4913020, Israel
Re:Gilat Satellite Networks Ltd.
Registration Statement on Form F-3
Filed July 7, 2022
File No. 333-266044
Dear Mr. Sfadia:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Steven J. Glusband

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      July 15, 2019

      VIA EDGAR

      Securities and Exchange Commission

      100 F Street, N.E.

      Washington, D.C. 20549

      Attn: Joshua Shainess, Attorney-Adviser

              Re:

                Gilat Satellite Networks Ltd.

                  Registration Statement on Form F-3

                    File No. 333-232597

      Dear Mr. Shainess:

      The undersigned, on behalf of Gilat Satellite Networks Ltd. (“Gilat”), issuer of the securities covered by the
        above-referenced Registration Statement, hereby respectfully requests that the above-referenced Registration Statement be declared effective by the Securities and Exchange Commission at 10:00 a.m. Washington, D.C. time, on Wednesday, July 17, 2019,
        or as soon thereafter as possible.

      Management of Gilat is aware of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act
        of 1934 as they relate to the disposition of the securities covered by the above-referenced Registration Statement.

      Thank you very much for your courtesy in this matter.

                  Very truly yours,

                  General Counsel

      Gilat Satellite Networks Ltd.

      21 Yegia Kapayim St., Kiryat Arye

      Petah Tikva 49130, Israel

      Tel: (972)3 925 2000 Fax: (972)3 925-2222

      www.gilat.com

July 11, 2019
Yona Ovadia
Chief Executive Officer
Gilat Satellite Networks Ltd.
Gilat House
21 Yegia Kapayim Street, Kiryat Arye
Petah Tikva 4913020, Israel
Re:Gilat Satellite Networks Ltd.
Registration Statement on Form F-3
Filed July 11, 2019
File No. 333-232597
Dear Mr. Ovadia:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joshua Shainess, Attorney-Adviser, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

December 11, 2014
Via E -mail
Mr. Yaniv Reinhold
Chief Financial  Officer
Gilat Satellite Networks L td.
Gilat House
21 Yegia Kapayim Street
Kiryat Arye, Petah Tikva
49130   Israel

Re: Gilat Satellite Networks Ltd.
Form 20-F for the Fis cal Year Ended December 31, 2013
Filed  March 31, 2014
 File No. 000-21218

Dear Mr.  Reinhold:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action wi th respect to the company or its  filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
feder al securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable ru les require.

        Sincerely,

        /s/ Robert S. Littlepage, for

        Larry Spirgel
        Assistant Director

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Gilat Satellite Networks Ltd.

21 Yegia Kapayim St.

Petach Tikva, Israel 49130

 November 26, 2014

VIA EDGAR

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street

Washington, D.C. 20549

Re:          Gilat Satellite Networks Ltd.

Form 20-F for Fiscal Year Ended December 31, 2013

Filed March 31, 2014

                File No.  000-21218

Dear Mr. Spirgel

We are submitting this letter in response to your letter dated October 24,2014, in which the staff of the Division of Corporation Finance (the “Staff”) provided comments to the Annual Report on Form 20-F for the year ended December 31, 2013 filed by Gilat Satellite Networks Ltd. (the “Company”) on March 31, 2014.

Set forth below are our responses to the comments.  For your convenience, the text of each comment is reproduced in italics before our response.

Item 5: Operating and Financial Review and Prospects, page 40

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012, page 47

1.  To provide greater context, please expand your narrative discussion on pages 47 and 48. We note several competitive trends impacting the network communications industry under your risk factor and overview sections. However, please supplement your financial disclosure with more in-depth analysis of events and developments affecting your operations. By way of example, include more robust disclosure of the factors driving decreased commercial sales and the nature of “certain international transactions” that yield higher margins in your defense segment.

In future filings, the Company will provide expanded narrative disclosure. The disclosure comparing 2013 results to 2012 results will be revised as follows:

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012

Revenues.

Revenues in 2013 decreased by approximately $36.7 million compared to 2012, representing a decrease of 13.5%. The decrease of $36.7 million was attributable to a decrease of $17.3 million, $7.2 million and $12.2 million in our Commercial, Defense and Services divisions, respectively.

In our Commercial Division, revenues decreased by approximately $17.3 million in 2013 compared to 2012. The decrease was primarily attributable to the decrease in our Latin American and Asian revenues of $14.9 million and $2.1 million, respectively. The decrease in Latin American revenues is mainly attributable to a delay in two projects, whose revenues were shifted to 2014. The delays in the two projects in our Commercial Division were due to a delay in the selling process to the customers. The agreements closed later than anticipated and therefore the delivery of the projects was at least partly delayed to 2014, resulting in significantly lower revenues in 2013 than expected from these projects.

In our Defense Division, revenues decreased by approximately $7.2 million in 2013 compared to 2012. The decrease is mainly attributable to the slowdown in Wavestream revenues in the first half of 2013 that resulted from the U.S. DoD sequestration and government shut down in the U.S.

In our Services Division, revenues decreased by approximately $12.2 million in 2013 compared to 2012. The decrease is mainly attributable to decreased revenues from the Compartel project in Colombia, which ended on March 31, 2013, which was partially offset by increased revenues in Peru attributable mainly to a substantial equipment sale.

 We derived approximately 57% of our revenues from equipment sales and 43% from services in 2013 and in 2012.

Gross profit.

Our gross profit is affected year-to-year by the mix of revenues between equipment and services (where equipment sales generally have a higher margin), the regions in which we operate, the size of our transactions and the timing in which such transactions are consummated. As such, we are subject to year-to-year fluctuation in our gross profit.

Our gross profit decreased mainly due to the decrease in overall sales. Our gross profit margin decreased to 33.9% in 2013 from 36.1% in 2012. The decrease in our gross profit margin in 2013 is attributable to the decrease in our overall sales and specifically to decreased equipment sales in 2013 compared to 2012. In general, as a result of the fixed cost component in our costs of goods sold, the decrease in overall sales resulted in a significant decrease in overall gross margin, as further discussed below.

Our gross profit from our Commercial Division decreased mainly due to the decrease in revenues. In addition, the decrease in revenues from equipment sales was significantly higher than the decrease in our revenues from services, which have a lower gross margin. Accordingly, the change in the mix of revenues with services revenues increasing as a percentage of total revenues resulted in a decrease in the gross margin of the total division. In addition, there was a significant decrease in our equipment gross margin due to the decrease in revenues and the continuing fixed cost component of our costs of goods sold.

In our Defense Division, the increase in our gross profit is mainly attributable to certain international sales transactions which carried higher margins. In 2012, the portion of the sales of products to US DoD systems integrators, which have a lower gross margin, out of the total sales was higher than in 2013. In 2013, a higher proportion of our equipment sales and related services were made directly to end customers in the international market (not related to the US DoD) and included different equipment  and related services than those sold to the US DoD, which carried higher gross margins. In addition, there was a significant increase in our services gross margin due to the increase in services revenues and the continuing fixed cost component of our costs of services.

Our gross profit from our Services Division decreased mainly due to the decrease in revenues. This decrease was slightly offset by an increase in our gross profit margin attributable to the increase in equipment sales, which was offset by the significant decrease in revenues generated from services, which have a lower gross margin.  The increase in equipment sales is attributable to a substantial equipment transaction in Peru. In addition, the gross margin from services decreased substantially since we continued to incur fixed costs during 2013, while our revenues from the Compartel project in Colombia ended on March 31, 2013, resulting in lower revenues for the entire year.

Revenues, page 47

2.  Per your disclosure, the revenue decline in the Commercial Division was caused by a “revenue decrease in Latin America which was attributable to a delay in two projects, which revenues were shifted in 2014.” Notwithstanding, you reported on page 60 that you received significant advance payments from customers, mainly in Latin America. Please tell us the reasons for the delay (i.e., funding, performance, etc.) and why you received significant advance payments despite the project delay. Further tell us the nature of these contracts which require significant advance payments and your basis for the timing and measurement of related revenues.

The two projects in Latin America (included in our Commercial Division) which were delayed to 2014 and to which we referred in our disclosure are unrelated to the advance payments we received. The advance payments were mainly derived from three customers in Latin America, a customer of our Services Division and two Commercial Division customers.

The delay in the two projects in our Commercial Division was due to a delay in the selling process to the customers compared to our earlier expectations and revenue forecast for the year. The agreements were closed later than we anticipated and therefore most of the delivery of the projects was delayed to 2014, resulting in significant lower than expected revenues in 2013.

With respect to the advance payments noted above, a large part of the advance payments was received at the end of December, 2013 and is related to a contract that was awarded in December 2013 by the Peruvian government (through Fondo de Inversion en Telecommunications, or FITEL) for the deployment and operation of a wireless transport and distribution network in the northern Amazonas region of Peru. The approximately $30 million contract is for construction of the network, its operation for 10 years and the provision of services to 88 villages along the network’s path. As of December 31, 2013, we had not started construction of the network, nor provided any other component under this project. Accordingly, no revenues were recognized in 2013. This project required the acquisition of a significant amount of equipment and third party services in the construction phase and therefore the agreement provides for substantial advance payments for the financing of such equipment acquisitions and services. The revenue recognition related to this project is described in our answer to question 5 of this letter.

The other two projects for which we received significant advances from customers were for the delivery of equipment and services, for which none of the components were delivered as of December 31, 2013. These two projects, which are substantial and require significant amounts of equipment purchases, provide for substantial advance payments. Revenues from equipment were recognized in 2014 upon delivery in accordance with SEC Staff Accounting Bulletin ("SAB") No. 104, as described in our revenue recognition policy. Service revenues were recognized as the services were performed, as described in our revenue recognition policy.

Gross profit, page 48

3. In the Defense Division, please tell us the nature of certain high margin international transactions, which caused its gross profit margin to increase, despite the revenue slowdown caused by the US DoD sequestration and government shutdown.

The relatively high margin in the international transactions relates to the mix of products and services in the Defense Division. In 2012, the portion of sales of products to US DoD systems integrators, which have a lower gross margin, out of the total sales was higher than in 2013. In 2013, a higher proportion of our equipment sales and related services were made directly to end-customers in the international market (not related to the US DoD) and included different equipment and related services which carried higher gross margins than those sold to the US DoD.. In addition, there was a significant increase in our services gross margin due to the increase in services revenues while the continuing fixed costs component of carrying these services generally remained at the same level.

Consolidated Statements of Cash Flows, page F-8

4. Please revise your presentation to reconcile (consolidated) net loss to net cash provided by operating activities. Refer to ASC 230-10-45-28.

The Company respectfully acknowledges the Staff's comment and in future fillings will revise the presentation to reconcile (consolidated) net loss to net cash provided by operating activities as required by ASC 230-10-45-28.

Note 2: – Significant Accounting Policies

n. Revenue recognition, page F-21

5- We note your disclosure on page 9 concerning contracts with governments around the world for a significant portion of your revenues. We also note your recent awards, such as the $30 million contract from the Peruvian government for network construction, operation, and related services for 10 years. You also disclosed that as of December 31, 2013, you had a backlog of $228 million for equipment sales and revenues from multi-year service contracts. It does not appear that your accounting for these types of contracts is covered by the policies disclosed hereunder. Please tell us and disclose your basis of accounting for multi-year construction contracts. Refer to your basis in the accounting literature.

As disclosed, we have multi-year service contracts with governments, especially in Peru and Colombia, under which we provide the construction of infrastructure and its maintenance and the provision of internet, data and telephony services. These contracts usually include the construction of the network sites and their operation.

For revenue recognition we analyze each contract to determine the appropriate revenue recognition method which might include the sale of products, the provision of services, sales-type or operating lease or any combination of such multiple element arrangements (all of these types of revenue recognition methods are described in our description of our accounting policies).

When we conclude that an agreement is considered an operating lease and a service agreement, we recognize revenues from the contract ratably over the contract period, starting on the date the provision of the services begins. This is described under our revenue recognition policy “Revenue from products and services under operating leases of equipment is recognized ratably over the lease period, in accordance with ASC 840”.

For sales-type lease agreements that also include services, we allocate the revenues mainly to two deliverables, the delivery of the products and the operations of the sites, using the relative selling prices of each of the deliverables, pursuant to the guidance of ASU 2009-13. In such case, revenues from products sales are recognized upon installation of the sites (or upon delivery of the equipment, in cases where the customer obtains its own or other installation services). Revenues from operating the sites are recognized ratably over the service period. This is described in our discussion of our revenue recognition policy.

It should be noted that at the end of December 2013 we were awarded a $30 million contract from the Peruvian government (through FITEL) for the deployment and operation of a wireless transport and distribution network in the northern Amazonas region of Peru. The contract is for construction of the network, its operation for 10 years and the provision of services to 77 villages along the network’s path. As of December 31, 2013, we had not yet started any of the construction of the network, nor delivered any component under this project. In 2014, we started recognizing revenues from this contract. We have concluded that for this contract the construction of the sites should be accounted as a construction contract under the provisions of ASC 605-35, "Construction-Type and Production-Type Contracts" using the percentage of completion method, measuring progress towards completion based on the ratio of costs incurred to total estimated costs, followed by a service contract for which revenues will be recognized over the service period. Amounts allocated to the construction and the service components were allocated using the relative selling prices, pursuant to the guidance of ASU 2009-13. The reason for using the percentage-of-completion method for recognizing revenues from this particular contract is that this project is different in its nature as it includes deployment and operation of microwave infrastructure and wireless service, and involves significant construction based on the customer's specifications.

Since revenues under percentage of completion will be recognized in 2014, the following disclosure will be added to our revenue recognition policy in 2014:

Revenues from contracts in which we provide construction or production of products (“Production-Type Contracts”) which are significantly customized  to the buyer's specifications  are recognized in accordance with ASC 605-35, "Construction-Type and Production-Type Contracts". In Production-Type Contracts under which we produce units of a basic product in a continuous or sequential production process, we recognize revenues based on the units-of-delivery method, recognizing revenue and cost for each unit on the date that unit is delive

November 10 , 2014

Via E -Mail
Andrew D. Thorpe
Orrick, Herrin gton & Sutcliffe  LLP
405 Howard Street
San Francisco, CA 94105 -2669

Re: Gilat Satellite Networks  Ltd.
Schedule TO -T filed October 24, 2014
Filed by FIMI Opportunity IV, L.P.
File No.  5-49455

Dear Mr. Thorpe :

The staff in the Office of Mergers and Acquisitions in the Division of Corporation
Finance has conducted a review of the above filing concerning the  matters identified in our
comments below. U nless otherwise noted, all defined terms used in this letter have t he same
meaning as in your offer materials.

In some of our comments, we may ask you to provide us with information so that we may
better understand your disclosure. Please respond to this letter by amending your filing, by
providing the requested information, or by advising when you will provide the  requested
response. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide  in
response to these comments, we may have additional comments.

Schedule TO  –Exhibit (a)(1)(A) - Offer to Purchase

General

1. As you know, you have submitted a request for exemptive and no -action relief from
certain U.S. tender offer rules  in connectio n with this offer . We are continuing to
consider your request, as revised and may have additional comments on your filing,
depending on the disposition of your exemptive and no -action request. Please confirm
your understanding in your response letter.

2. You have omitted financial and pro forma financial information for the Bidder because
each member of the Bidder Group believes that such financial statements are not material
in the context of this offer. However, we note that you are outside the purview of

Andrew Thorpe , Esq.
Orrick, Herrington & Sutcliffe LLP
November 10 , 2014
Page 2

 Instruction 2 to Item 10 of Schedule TO  which articulates when financial statement are
not material because this is a partial offer by a non -reporting company. In addition, the
offer is for 12.1% of Gilat’s outstanding ordinary shares . After the offer, the  Bidder
Group will own 35.1% of Gilat. Under these circumstances, we believe that bidder
financial statements and pro formas may be ma terial. Please include the disclosure
required by Item 10 of Schedule TO and Item 1010(a) and (b) of Regulation M -A, or
provide your analysis as to why such disclosure is not material here.

3. We note that the Bidder Group currently owns 23% of the issued and outstanding Gilat
ordinary shares. In addition, two directors of Gilat are designees of FIMI and one such
director, Mr . Ishay Davidi, is the control person of the Bidder Group. Given the existing
affiliation between the Bidder Group and Gilat, please confirm in your response letter (if
true) that this offer is not the first step in a series of transactions that may have one of the
effects enumerated in Rule 13e -3(a)(3)(ii).

Summary Term Sheet, page 1

4. Briefly describe the accounting treatment of the offer, or explain in your response letter
why the accounting treatment is not material in the context of this offer. See I tem
1004(a)(1)(xi) of Regulation M -A.

Conditions of the Offer, page 29

5. Refer to the disclosure on page 31 to the effect that any of the listed conditions may be
asserted by you regardless of the circumstances giving rise to any such conditions. Offer
conditions must be outside of your control in order to avoid an illusory offer. Please
revise to avoid the impression that a condition may be triggered exclusively by your own
action or inaction.

6. Refer to the disclosure on page 31 to the effect that your failure to exercise any of
foregoing rights by asserting a listed offer condition will not be deemed a waiver of such
right, which you describe as “ongoing.” Note that if an even t occurs that “triggers” a
listed offer condition, you must inform shareholder s promptly whether you will waive
that condition and proceed with the offer, or terminate it and return tendered securities.
You may not wait until the end of the offer period to make this determination unless the
language of the condition is such that its  satisfaction is not determined until expiration.
Please revise your disclosure accordingly.

Closing  Information

Please amend  the filing  in respons e to these comments.  We may have further comments
upon receipt of your additional filing(s) ; therefore, please allow adequate time for further
staff review.

Andrew Thorpe , Esq.
Orrick, Herrington & Sutcliffe LLP
November 10 , 2014
Page 3

 You should furnish a response letter with the amendment keying your responses to our
comment letter and providing any supplemental information we have requested.  Please
transmit the letter via EDGAR un der the label “CORRESP.”  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.

We urge all persons who are responsible for the accuracy and adeq uacy 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 is in possession of all facts
relating to its disclosure, it is responsible for the accuracy and adequacy of the disclosures it
has made.

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

 They are  responsible for the adequacy and accuracy of the disclosure in the filing;

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

 the filing persons 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.

       Please direct any questions about these comments or your filing to me at 202 -551-
3263.

Sincerely,

/s/ Christina Chalk

Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions

CORRESP
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    corresp.htm

Gilat Satellite Networks Ltd.

21 Yegia Kapayim St.

Petach Tikva, Israel 49130

October 28, 2014

VIA EDGAR

Mr. Justin Kisner

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street

Washington, D.C. 20549

Re:         Gilat Satellite Networks Ltd.

 Form 20-F for Fiscal Year Ended December 31, 2013

        Filed March 31, 2014

 File No.  000-21218

Dear Mr. Kisner:

In furtherance of your telephone conference with our U.S. counsel, Steven Glusband, we would very much appreciate an extension until November 26, 2014 to respond to the comments of the Staff of the Securities and Exchange Commission with respect to our annual report on Form 20-F for the year ended December 31, 2013.

Thank you very much for your courtesy in this matter.

Very truly yours,

/s/Alon Levy

Alon Levy

Vice President, General Counsel

October 24, 2014

Via E -mail
Erez Antebi
Chief Executive Officer
Gilat Satellite Networks Ltd.
Gilat House
21 Yegia Kapayim Street
Kiryat Arye
Petah Tikva, 49130 Israel

 Re: Gilat Satellite  Networks Ltd.
Form 20-F for Fiscal Year E nded December 31, 20 13
Filed March 31, 2014
Form 000 -21218

Dear Mr. Antebi :

We have reviewed your filing s and have the following comments.  Please comply with
the following comments in future filings.  Confirm in writing that you will do so and explain to
us how you intend to comply.   In some of our comments, we may ask you to provide us with
information so w e may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Item 5: Operating and Financial Review and Prospects, page 40

Year Ended December 31, 2 013 Compared to Year Ended December 31, 2012 , page 47

1. To provide greater context, please expand your narrative discussion on pages 47 and 48.
We note several competitive trends impacting the network communications industry
under your risk factor and over view sections.  However, please supplement your financial
disclosure with m ore in -depth analysis of events and developments affecting your
operations.  By way of example, include more robust disclosure of the factors driving
decreased commercial sales and the nature of “certain international transactions” that
yield higher margins in your defense segment.

Erez Antebi
Gilat Satellite Networks Ltd.
October 24, 2014
Page 2

 Revenues, page 47

2. Per your disclosure, the revenue decline in the Commercial Division was caused by a
“revenue decrease in Latin America which was attri butable to a delay in two projects,
which revenues were shifted in 2014.”   Notwithstanding, you reported on page 60 that
you received significant advance payments from customers, mainly in Latin
America.   Please tell us the reasons for the delay (i.e., fun ding, performance, etc.) and
why you received significant advance payments despite the project delay.   Further tell us
the nature of these contracts which require significant advance payments and your basis
for the timing and measurement of related revenue s.

Gross profit, page 48

3. In the Defense Division, please tell us the nature of certain high margin international
transactions, which caused its gross profit margin to increase, despite the revenue
slowdown caused by the US DOD sequestration and government shutdown.

Consolidated Statements of Cash Flows, page F -8

4. Please revise your presentation to reconcile (consolidated) net loss to net cash provided
by operating activities.   Refer to ASC 230 -10-45-28.

Note 2: – Significant Accounting Policie s

n. Revenue recognition, page F -21

5. We note your disclosure on page 9 concerning contracts with governments around the
world for a significant portion of your revenues.   We also note your recent awards, such
as the $30 million contract from the Peruvia n government for network construction,
operation, and related services for 10 years.   You also disclosed that as of December 31,
2013, you had a backlog of $228 million for equipment sales and revenues from multi -
year service contracts.   It does not appear  that your accounting for these types of
contracts is covered by the policies disclosed hereunder.   Please tell us and disclose your
basis of accounting for multi -year construction contracts.   Refer to your basis in the
accounting literature.

Note 11: - Taxes on Income, page F -52

6. Please tell us why you incurred a significant domestic loss relative to foreign income
during 2013.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the fili ng includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Erez Antebi
Gilat Satellite Networks Ltd.
October 24, 2014
Page 3

 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 responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; 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.

You may contact Kathryn Jacobson, Senior 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 Justin Kisner, Attorney -Adviser,
at (202) 551 -3788  or Celeste M. Murphy, Legal Branch Chief, at (202) 551 -3257, or me at  (202)
551-3810  with any other  questions.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director

cc: Via E -mail
Alon Levy
Gilat Satellites Network Ltd.

Steven J. Glusband, Esq.
Carter Ledyard & Milburn LLP

October 25 , 2012
Via E -mail
Mr. Yaniv Reinhold
Chief Financial  Officer
Gilat Satellite Networks L td.
Gilat House
21 Yegia Kapayim Street
Kiryat Arye, Petah Tikva
49130   Israel

Re: Gilat Satellite Networks Ltd.
Form 20-F for the Fis cal Year Ended December 31, 2011 , as Amended
Filed  April 2, 2012
 File No. 000-21218

Dear Mr.  Reinhold:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action wi th respect to the company or its  filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person u nder the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all  applicable rules require.

        Sincerely,

        /s/ Robert S. Littlepage  for

        Larry Spirgel
        Assistant Director

CORRESP
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    zk1212149.htm

October 22, 2012

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington D.C.  20549

Re:

Gilat Satellite Networks Ltd. Form 20-F

for Fiscal Year Ended December 31, 2011, as Amended

Filed on April 2, 2012

File No. 000-21218

Dear Mr. Spirgel:

We are submitting this letter in response to the written comment repeated below of the Staff of the Securities and Exchange Commission in a letter to Mr. Yaniv Reinhold, Chief Financial Officer of Gilat Satellite Networks Ltd. (the "Company"), dated September 24, 2012, with respect to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2011.

1. “We note that a significant amount of your revenue is derived from government contracts, particularly contracts with the Departments of Defense and Homeland Security. In a note to the financial statements, please disclose your accounting policies for government contracts and provide the related disclosures, and advise us. Refer to ASC 912-235-50-1.”

Response

As further detailed below and as will be clarified in future filings, neither the Company nor our Wavestream subsidiary to which the relevant paragraphs refer, derive revenues from contracting directly with the Departments of Defense and Homeland Security, or from subcontracting such contracts. Wavestream derives revenues from the sale of network equipment to customers, mainly system integrators that contract with governmental authorities as part of defense programs. It should be clarified that the word "directly" included in the referred section is a typo and will be amended in future filings.

To illustrate, below is a Department of Defense Supply Chain diagram:

As you can see from the above diagram, our current position in such supply chain is that of a component supplier.

Under its agreements with these contractors and system integrators, the Company does not subcontract part or any of the contracts these contractors or system integrators may have with the governmental authorities. As such, the Company's management believes that the provisions of ASC 912-235-50-1 for disclosure do not apply. Furthermore, the Company has reviewed the provisions in ASC-912 that provide accounting guidance for certain types of transactions or provisions in governmental contacts and particularly the disclosure required in ASC 912-235-50-1 and believe that is not applicable as the agreements do not include such provisions. The Company is not engaged in cost plus fixed-fee contracts that are subject to renegotiation, price redetermination estimated to result in retroactive price reduction or fixed-price war and defense supply contracts terminable, in whole or in part, for the convenience of the government. Nor is the Company engaged in long term projects or fixed price cost plus arrangements or equivalent that requires measurement of project progress.

The Company recognizes revenues under these agreements upon delivery of the completed products, subject to all other criteria being met and when the payment becomes unconditional. Generally the Company reviews each contract and determines whether it meets SAB 104 criteria for recognizing revenues, i.e. whether persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price to the buyer is fixed or determinable and collectability is reasonably assured. Should the Company become subject to contracts as provided in ASC 912 it will provide the appropriate disclosure under the guidance as referred to in your comment.

It is respectfully advised that the disclosure referred to by the Staff was intended to provide qualitative information about the general risks relating to our business in the future (particularly Wavestream) with respect to the sale of products to contractors and system integrators in the defense sector. These customers are heavily dependent on the DoD budget, and when the DoD budget is reduced and programs are cancelled or may be potentially reduced in scope, our customers may reduce or hold their new purchase orders as we partially experienced in 2011.

Lastly, while we believe that the disclosures under ASC 912-235-50-1 are not applicable, it should be further clarified that the Company contracts directly with the government of Colombia in the Compartel projects for which we provide detailed disclosure about the terms of the transactions and the related accounting.

In connection with responding to the Staff’s comments, the undersigned, Yaniv Reinhold, acknowledges on behalf of the Company that:

·

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; 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.

If you have any further questions, please do not hesitate to contact me at (+972) 3-9252264  or our counsel, Mr. Steven Glusband of Carter Ledyard & Milburn LLP at (212) 238-8605.

Very truly yours,

Yaniv Reinhold,

Chief Financial Officer

cc: Steven J. Glusband (by email)

Gilat Satellite Networks Ltd.

21 Yegia Kapayim St., Kiryat Arie

Petah Tikva 49130, Israel

Tel: (972)3 925-2000, Fax: (972)3 925-2222

www.gilat.com

CORRESP
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    correps.htm

Gilat Satellite Networks Ltd.

21 Yegia Kapayim St.

Petach Tikva, Israel 49130

September 27, 2012

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington D.C.  20549

Re:

Gilat Satellite Networks Ltd. Form 20-F

for Fiscal Year Ended December 31, 2011, as Amended

Filed on April 2, 2012

File No. 000-21218

Dear Mr. Spirgel:

In furtherance of a telephone conversation of this date between our U.S. counsel, Steven Glusband, and Kathryn Jacobson, Senior Accountant, I am able to confirm that our company, Gilat Satellite Networks Ltd., will respond on or before October 22, 2012 to the Staff’s comments contained in a letter addressed to Mr. Yaniv Reinhold, Chief Financial Officer of our company, dated September 24, 2012.

Thank you again for your cooperation.

                   Very truly yours,

                   /s/ Alon Levy

                   Alon Levy

                   General Counsel

SJG:gb

cc:   Yaniv Reinhold

September 2 4, 2012
Via E -mail
Mr. Yaniv Reinhold
Chief Financial  Officer
Gilat Satellite Networks L td.
Gilat House
21 Yegia Kapayim Street
Kiryat Arye, Petah Tikva
49130   Israel

Re: Gilat Satellite Networks Ltd.
Form 20-F for the Fis cal Year Ended December 31, 2011 , as Amended
Filed  April 2, 2012
 File No. 000-21218

Dear Mr.  Reinhold:

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 .  In our comment, we
asked that  you to provide us with information so we may better understand your disclosure.
Please comply with this comment in future filings.  Confirm in writi ng that you will do so and
explain to us how you intend to comply.

Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe our c omment  applies  to your facts and circumstances, please tell us why in your
response.

After reviewing the information you provide in response to th is comment, we may have
additional comments.

Our business focus on defense and related defense markets… page 13
A decline or reprioritization of funding in the US defense budget… page 14
We are dependent on contracts with governments … page 13

1. We note that a significant amount of your revenue is derived from government contracts,
particularly contracts with  the Departments of Defense and Homeland Security.  In a note
to the financial statements, please disclose your accounting policies for government
contracts and provide the related disclosures, and advise us.  Refer to ASC 912 -235-50-1.

Mr. Yaniv Reinhold
Gilat Satellite Networks L td
September 2 4, 2012
Page 2

 Please file all correspondence over EDGAR.  We urge all persons who are responsible
for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes
the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules
require.   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 responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not forec lose
the Commission from taking any action with respect to the filing; 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.

You may contact Kathryn Jacobson, S enior  Accountant, at (202) 551 -3365 or Robert S.
Littlepage, Accountant Branch Chief , at (202) 551 -3361  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,

        /s/ Robert S. Littlepage  for

        Larry Spirgel
        Assistant Director

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

 February 25, 2010

VIA INTERNATIONAL MAIL AND FAX 011-972-3-9252945
Mr.Ari Krashin
Chief Financial Officer Gilat Satellite Networks Ltd.  Gilat House 21 Yegia Kapayim Street Kiryat Arye, Petah Tikva, 49130 Israel
 RE: Gilat Satellite Networks Ltd.
  Form 20-F for the Fiscal Year Ended December 31, 2008
  File No. 0-21218

Dear Mr. Krashin:
We have completed our review of your Form 20-F and related filings and do not, at this
time, have any further comments.

 Sincerely,            L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

[COMPANY LOGO]

                                                     January 14, 2010

VIA EDGAR

Mr. Larry Spirgel
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
100 F Street N.E.
Washington D.C.  20549

         Re:      Gilat Satellite Networks Ltd.
                  Form 20-F for Fiscal Year Ended December 31, 2008
                  File No. O-2128
                  ---------------

 Dear Mr. Spirgel:

We are submitting this letter in response to the written comments of the Staff
of the Securities and Exchange Commission (the "Commission") in a letter
addressed to Mr. Ari Krashin, Chief Financial Officer of our Company, dated
December 8, 2009, with respect to our Company's Annual Report on Form 20-F for
the year ended December 31, 2008. Please be advised that in connection with the
accompanying response letter dated January 14, 2010 from our counsel, Steven J.
Glusband, of Carter Ledyard & Milburn LLP, we acknowledge that:

     o    we are  responsible for the adequacy and accuracy of the disclosure in
          the filing;

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

     o    we 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.

                                    Very truly yours,

                                    /s/Ari Krashin
                                    Ari Krashin, Chief Financial Officer

Gilat Satellite Networks Ltd.
21 Yegia Kapayim St., Kiryat Arye
Petah Tikva 49130, Israel
Tel: (972)3 925-2000, Fax: (972)3 925-2222
www.gilat.com
</TEXT>
</DOCUMENT>

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    zk1007736.htm

             January 5,
      2010

    VIA
EDGAR

    Ms.
Kathryn Jacobson

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street N.E.

    Washington
D.C.  20549

    Re:          Gilat
Satellite Networks Ltd.

    Form 20-F
for Fiscal Year Ended December 31, 2008

    File No.
O-2128

    Dear Ms.
Jacobson:

      In
connection with our email correspondence from earlier today, this letter is to
confirm that we will provide our response to the Staff’s comment letter dated
December 8, 2009 with respect to our Company’s Annual Report on Form 20-F for
the year ended December 31, 2008, no later than January 19, 2010.

              Very
      truly yours,

             /s/
      Rachel Prishkolnik

              Rachel
      Prishkolnik

                VP
      General Counsel and Corporate
Secretary

    Gilat
Satellite Networks Ltd.

    21
Yegia Kapayim St., Kiryat Arye

    Petah
Tikva 49130, Israel

    Tel:
(972)3 925-2000, Fax: (972)3 925-2222

    www.gilat.com

CORRESP
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    zk97653.htm

    December
14, 2009

    VIA
EDGAR

    Ms.
Kathryn Jacobson

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street N.E.

    Washington
D.C.  20549

    Re:          Gilat
Satellite Networks Ltd.

    Form 20-F
for Fiscal Year Ended December 31, 2008

    File No.
O-2128

    Dear Ms.
Jacobson:

    In
connection with our conversation on Thursday, this letter is to confirm receipt
of the written comments of the Staff of the Securities and Exchange Commission
(the “Commission”) in a letter addressed to Mr. Ari Krashin, Chief Financial
Officer of our Company, dated December 8, 2009, with respect to our Company’s
Annual Report on Form 20-F for the year ended December 31, 2008.

    Please be
advised that as discussed, we will provide our response to the Staff’s comments
no later than January 5, 2010.

                Very
      truly yours,

                By:

              /s/ Rachel
      Prishkolnik

                Rachel
      Prishkolnik

                VP
      General Counsel and Corporate Secretary

      Gilat
Satellite Networks Ltd.

      21
Yegia Kapayim St., Kiryat Arye

      Petah
Tikva 49130, Israel

      Tel:
(972)3 925-2000, Fax: (972)3 925-2222

      www.gilat.com

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

 December 8, 2009

VIA INTERNATIONAL MAIL AND FAX 011-972-3-9252945
Mr.Ari Krashin
Chief Financial Officer Gilat Satellite Networks Ltd.  Gilat House 21 Yegia Kapayim Street Kiryat Arye, Petah Tikva, 49130 Israel
 RE: Gilat Satellite Networks Ltd.
  Form 20-F for the Fiscal Year Ended December 31, 2008
  File No. 0-21218

Dear Mr. Krashin:
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.  We have asked you to provide us with supplemental information so we may better understand your disclosure.  Please be as detailed as necessary in your explanation.  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 the Fiscal Year Ended December 31, 2008

Critical Accounting Policies and Estimates, page 32

1. Please disclose your basis for recognizing revenues from large-scale gaming networks
which you rolled out in the US as referred to on page 36.

Mr.Ari Krashin
Gilat Satellite Networks Ltd.
December 8, 2009 Page 2  Impairment of Intangible Assets and Long-lived Assets, page 34

Note 2.a. Concentration of credit risks, page F-19
Note 11: Impairment of Long-lived Assets and Other Charges, page F-39

2. Per your disclosure, “if the Company will not meet certain milestones as determined in the re-negotiated agreements effective on December 26, 2008 with the Colombian government, the Company may be unable to receive this unrestricted cash.” Tell us the following:
• the nature of the milestones and the performance period.
• the estimated costs for “removal of thousands of telephony sites which were
determined to be no longer needed or used by the rural population in Columbia and the upgrade of technology, primarily in existing sites entailing capital expenditure.”  Refer to SFAS 146.
• the nature of any remaining obligation you are required to perform past the Compartel contract period. In this regard, we note your statements with respect to your continuing obligation to provide non-revenue generating telephony and internet services for Compartel even if you are not able to extend related agreements as detailed in the Q3 2009 Earnings Call Transcript at  http://seekingalpha.com/article/173654-gilat-satellite-networks-ltd-q3-2009-earnings-
call-transcript .
• Why it would be appropriate to recognize revenues on a straight-line basis when the earnings from the Compartel project and release of the remaining funds from the trusts are only realizable upon fulfillment of project milestones as stipulated in the renegotiated agreement.

3. Tell us how you evaluated  the terms of your renegotiated agreements and whether continued consolidation of the trusts based on the guidance in FIN 46(R) would be appropriate. In this regard, we note the likelihood that you may be unable to receive all of the remaining amounts in the Trust. Additionally, please disclose your consolidation policy as appropriate and provide us your proposed disclosures.
 Liquidity and Capital Resources, pages 42-43

 4. In future filings, please provide an enhanced analysis and explanation of the sources and uses of cash and related material underlying transactions, rather than a recitation of the items in the statements of cash flows. Additionally, please disclose how you will be financially impacted by the expiration of the Compartel projects. Please provide us your proposed disclosure for the latter issue.

Mr.Ari Krashin
Gilat Satellite Networks Ltd.
December 8, 2009 Page 3
 Note 2(j). Long-term Trade Receivables, page F-15

Note 12: (b) Long-term trade receivables in respect of capital leases and other receivables,
page F-46
 5. Tell us more in detail and disclose the nature of receivables (*) that are scheduled to be received by 2010 and how you evaluated their collectibility.  Tell us your basis for recognizing the related revenues.

*    *    *    *
 Please respond to these comments through correspondence over EDGAR 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 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.

  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 in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; 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 filing or in response to our comments on your filing.

Mr.Ari Krashin
Gilat Satellite Networks Ltd.  December 8, 2009 Page 4
You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551-3365 or Ivette
Leon, Assistant Chief Accountant, at (202) 551- 3351 if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551-3351 with any other questions.
 Sincerely,            L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3628
   June 22, 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.
 Amendment No. 1 to Schedule TO-T filed June 22, 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 filing and have the following comment.  Where indicated,
we think you should revise your  documents in response to this  comment.  If you disagree,
we will consider your explana tion as to why a comment is in applicable or a revision is
unnecessary.  Please be as detailed as necessary in your explanation.  After reviewing this information, we may or may not raise additional comments.  Please not e that all defined
terms used 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 comment 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. We note your response to comment one  in our letter dated June 11, 2009;
however, we reissue our comment since it appears that JGD Management Corp or
York is a bidder under the factors discussed in section II.D.2 of the Current Issues
Outline.  In this regard, we note that York is acting together with the named
bidders as disclosed in th e voting agreement, York c ontrols the named bidders,
directly or indirectly, as th e holder of more than 35% of  the pecuniary interest in
KCS Private Equity I Fund, and York w ould beneficially own the securities
purchased by the named bidders after the te nder offer.  Please revise to add York
as a bidder.

Dr. Shachar Hadar, Adv.
Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.  June 22, 2009 Page 2
As appropriate, please amend your filing in response to this comment.  You may
wish to provide us with mark ed copies of the amended filing to expedite our review.
Please furnish a cover letter with your amen ded filing that keys your response to our
comment and provides any requested supplem ental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your amended f iling and response to our comment.
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

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

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

 January 9, 2008

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, 2006
  Filed March  28, 2007
  File No. 0-21218
Dear Ms. Payne:

We have completed our review of your Form 20-F and related filings and do not,
at this time, have any further comments.             S i n c e r e l y ,             L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
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     CORRESP

CARTER LEDYARD & MILBURN LLP
Counselors at Law

Steven J. Glusband

Partner

  —

Direct Dial: 212-238-8605

E-mail: glusband@clm.com

2 Wall Street

New York, NY 10005-2072

 —

Tel (212) 732-3200

Fax (212) 732-3232

701 8th Street, N.W., Suite 410

Washington, DC 20001-3893

(202) 898-1515

 —

570 Lexington Avenue

New York, NY 10022-6856

(212) 371-2720

December 3, 2007

VIA EDGAR

Mr. Larry Spirgel

Assistant Director

Division of Corporation
Finance

Securities and Exchange Commission

100 F Street N.E.

Washington D.C. 20549

Re:
Gilat
Satellite Networks Ltd.

Form 20-F for Fiscal Year Ended December 31, 2006

File No. O-2128

Dear Mr. Spirgel:

On behalf of our client, Gilat
Satellite Networks Ltd. (the “Company”), we are submitting this letter in
response to the written comments of the Staff of the Securities and Exchange Commission,
in a letter to Ms. Tal Payne, Chief Financial Officer of the Company, dated October 23,
2007 (the “Comment Letter”), with respect to the Company’s Annual Report on
Form 20-F for the fiscal year ended December 31, 2006. We have repeated the numbered
comments below and have provided a response to each comment.

1) Contractual
Obligations, Page 45

Please tell us and disclose your
material purchase commitments that may be outstanding as of the 2006 balance sheet date.
In this regards, we note your disclosure on page 6.

Response

In 2006, the Company’s primary
material purchase commitments derived from inventory’s suppliers.

The Company’s material inventory
purchase commitments are based on purchase orders, or on outstanding agreements with some
of our suppliers of inventory. As of December 31, 2006, our major outstanding inventory
purchase commitments amounted to $9.5 million, all of which were orders placed or
commitments made in the ordinary course of our business. Of these orders and commitments,
$4.4 million were from suppliers which can be considered sole or limited in number. The
above disclosure about inventory purchase commitments will be added for each most recent
balance sheet included in future filings, in a note regarding commitments and
contingencies to the annual audited consolidated financial statements.

2) Consolidated Balance
Sheet

Convertible Subordinated
Notes, Page F-4

Please tell us and add a note to
your financial statements discussing the terms of your convertible subordinate notes for $16.3
million, including the conversion terms and your basis of accounting.

Response

The Staff is informed that such
disclosure appeared in our financial statements in 2005 in Note 9a of the Company’s
financial statements. The following disclosure will be reinserted in future filings to
Note 11

“The Company pays interest on
its 4.00% convertible subordinated notes semi-annually in arrears on April 1 and October 1
of each year, beginning on April 1, 2005. The Company is committed to pay $0.4
million of the principal amount of the notes on each of April 1 and October 1, in both
2010 and 2011, and the remaining principal amount at maturity. The notes are convertible
at the option of the holder into the Company’s Ordinary shares at a conversion price
of $17.4 per Ordinary share at any time before close of business on October 1, 2012,
unless the notes have been converted pursuant to a mandatory conversion clause. Commencing
January 1, 2005, the Company may, at its option, require the conversion right to be
exercised under certain circumstances set forth in the indenture. The collateral for the
notes is a second priority security interest consisting of a floating charge on all of the
Company’s assets and a pledge of all of the shares of Spacenet Inc., a wholly owned
subsidiary of the Company.

The interest of the holders of the
notes in the collateral is subordinated to the security interest granted for the benefit
of lending banks. As of December 31, 2005 and 2006, the outstanding amount of the notes is
$16.3 million and $16.3 million, respectively.

The balance of the notes results from
debt restructurings that occurred in 2003. The debt restructurings were accounted for as
troubled debt restructuring on the basis of Combination of Types of Restructuring and on
the basis of Modification of Terms pursuant to Statement of the Financial Accounting
Standard (“SFAS”) No. 15 “Accounting by Debtors and Creditors for Troubled
Debt Restructurings”, Emerging Issues Task Force (“EITF”) Issue No. 02-4
“Debtor’s Accounting for a Modification or an Exchange of Debt Instruments in
Accordance with FASB Statement No. 15, Accounting by Debtors and Creditors for Troubled
Debt Restructurings” and SFAS No. 145, “Rescission of SFAS No. 4, 44 and 64,
Amendment of SFAS No. 13, and Technical Corrections.” Accordingly, the Company
recognized a gain in 2003. As part of the accounting for the troubled debt restructurings,
the Company accrued to the balance of the notes the remaining future interest payable
until maturity. Therefore, the outstanding balance of the notes includes both principle
and all future remaining interest payments at each reporting date. Consequently, though
the Company pays periodical interest payments, the statement of operations does not
reflect the costs of such interest payments.”

3) Note 2(c): Principles
of consolidation, Page F-13

Please disclose the
information required in paragraph 23 of FIN 46R

Response

The VIEs referred to in Note 2(c) are
the trusts deriving from the Compartel projects in Colombia. The Staff is hereby advised
that the Company has reviewed paragraph 23 of FIN 46R and is of the opinion that it is
both the primary beneficiary of the VIEs and also holds a majority voting interest
in these VIEs and as such, we believe no additional disclosure is required by paragraph 23
of FIN 46R. We respectfully refer the Staff to our response to the Staff dated November
17, 2005 in reference to our Form 20F for the Fiscal Year Ended December 31, 2004, File No
0-21218 which includes specific disclosure on these VIEs.

- 2 -

4) Note 2(z): Fair value
of financial instruments, page F-24

Please tell us and disclose the
methods and significant assumptions used in your estimate of fair value of your
convertible subordinated notes. Refer to paragraph 10 of SFAS 107.

Response

The Staff is hereby advised that the
notes are traded over the counter.

As is disclosed in Note 2z of our
financial statements, the fair value of the convertible subordinated notes was determined
based on market value (on the over the counter market) quoted as of the most recent quote
available multiplied by the number of instruments outstanding.

In our future filings we will add
disclosure to clarify that the fair value was determined based on the market value on over
the counter marker as of the most recent quote available, multiplied by the number of
instruments outstanding.

5) Note 6: Commitments
and Contingencies, Page F-28

d. Legal and tax
contingencies, page F-29

We note that your disclosure that
you “accrued approximately, $12,000 and $10,100 as of December 31, 2006 and 2005
respectively, for the expected implications of such legal and tax contingencies.”
Tell us and disclose the amount of accrual recognized for each specific contingency. In
addition, please tell us and disclose your basis for each accrual.

Response

The Staff is hereby advised that the
accruals provided by the Company of, “approximately, $12,000 and $10,100 as of
December 31, 2006 and 2005 respectively” are comprised of approximately $8.3
million and $7.1 million of tax related accruals as of December 31 2006 and 2005,
respectively, and approximately $3.7 million and $3.0 million of legal and other accruals
as of December 31, 2006 and 2005, respectively. The accruals related to tax contingencies
have been assessed by the Company’s management based on the advice of outside legal
and tax advisers. The total estimated exposure for the aforementioned tax related accruals
is approximately $14.4 million and $13.8 million as of December 31, 2006 and 2005,
respectively. These tax accruals include various tax matters such as taxes on income,
property taxes, sales and use tax and value added tax, that are in different stages of
audits, for which tax assessments have been received, or various tax exposures in which
the Company has assessed the exposure and determined that an accrual is necessary. The
estimated exposure for these legal and other related accruals is approximately $12.2
million and $9.8 million as of December 31, 2006 and 2005, respectively. The accruals
related to legal contingencies have been assessed by the Company’s management based
on the advice of outside legal advisers and are comprised of matters for which legal
proceedings have been initiated against the Company.

- 3 -

The exposures and provisions have
been assessed and provided for in accordance with SFAS 5. Liabilities related to legal
proceedings and income taxes, demands and claims are recorded when it is probable that a
liability has been incurred and the associated amount can be reasonably estimated. The
Company’s management, based on its legal counsel opinion, believes that it had
provided an adequate accrual to cover the costs to resolve the aforementioned legal
proceedings, demands and claims.

The above expanded disclosure will be
added to the Company’s future filings. Additional disclosure regarding income tax
exposures will be added in future filing in order to comply with the disclosure
requirements of FIN 48: “Accounting for Uncertainty in Income Taxes an interpretation
of FASB Statement No.109.”

Please do not hesitate to contact me
at (212) 238-8605 or Rachel Prishkolnik, General Counsel at (+972) (3) 929-3020 with
any questions or comments you may have.

Very truly yours,

/s/ Steven J. Glusband

Steven J. Glusband

SJG/db

Attachments

cc:
Ms.
Tal Payne, Chief Financial Officer, Gilat Satellite Networks Ltd.
Rachel Prishkolnik,
General Counsel, Gilat Satellite Networks Ltd.

- 4 -

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561

       October 28, 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 supplemental response letter dated October 17, 2005,
2005 as well as your filing and have the following comments.  As noted in our comment
letter dated June 23, 2005, we have limited our review to your financial statements and
related disclosures and do not intend to expand our review to other portions of your documents.

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

Revenues, page 52

1. Please refer to prior comment 1.  We understand that the “milestones relate to the pace at which the government subsidy is released” to you.  Please confirm to us
that the receipt of the subsidy is not conditioned on meeting the milestones.

2. Please confirm to us that the government subsidy is for the term of the contract.
Tell us the difference between the “life of  each operational site” and “life of the
project” as referenced in your response.  Also, tell us whether the term of the contract is over the “life of each operational site” or “life of the project.”

Ms. Tal Payne
Gilat Satellite Networks Ltd.
October 28, 2005
Page 2
3. Please tell us the nature and the amount of the establishment and network set-up costs capitalized.  Also, tell us your basis in the accounting literature for the
capitalization of these costs and your depreciation policy.

Note 10. Restructuring of Debts, page F-43

4. Please refer to prior comment 2.  Please confirm to us that the accrued interest of
$16 million was included in the calculation of the present value of the cash flows
of the old loan for purposes of applying the 10% test.  Also, tell us what the
accounting impact on the financial statements would have been if the debt instruments were not  substantially different.

5. In November 2003, you recognized a gain of $58.6 million related to the conversion of New Notes issued in March 2003.  Also, it appears that the
noteholders became your shareholders as a result of the March 2003 arrangement.
Please tell us why the gain was not credited to paid-in capital.

6. Please refer the last paragraph on page 50.  Tell us how you recorded the estimated future interest payments in your financial statements and the basis for
your accounting.  Also, tell us the related amounts recognized.

*    *    *    *

Please respond to these comments within 10 business days via EDGAR or tell us
when you will provide us with a response.  You may contact Kathryn Jacobson, Staff Accountant, at (202) 551-3365 or Dean Suehir o, 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.

        S i n c e r e l y ,

        L a r r y  S p i r g e l
        A s s i s t a n t  D i r e c t o r

c.c. Steven J. Glusband (via FAX at 212-732-3232)

CORRESP
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     CORRESP

Carter Ledyard & Milburn LLP

Counselors at Law

November 17, 2005

VIA EDGAR AND HAND
DELIVERY

Mr. Larry Spirgel
Assistant Director
Division of Corporation
Finance
Securities and Exchange Commission
100 F Street N.E.
Washington D.C. 20549

Re:
Gilat Satellite Networks Ltd.

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

File No. 0-21218

Dear Mr. Spirgel:

        On
behalf of our client, Gilat Satellite Networks Ltd. (the “Company”), we are
submitting this letter in response to the conference call with Staff of the Securities and
Exchange Commission (the “Commission”), held on Thursday, November 10, with
respect to the Company’s Annual Report on Form 20-F for the fiscal year ended
December 31, 2004.

        The
Company was awarded two public tenders for the provision of basic public telephony and
internet services (the “Compartel Projects”). The bids, which were divided into
a total of seven different regions, awarded the Company a subsidy (the
“Subsidy”) for the installation, operation and maintenance of network
infrastructure (for telephony or internet access, depending on the project and the region)
and for the provision of telecommunication services in rural municipal centers for a
period of six years.

        As
discussed in our call, the Staff is advised there is nothing in the agreements for the
Compartel Projects that specifically allocates any particular portion of the Subsidy to
the creation of the network or otherwise. In addition, no portion of the Subsidy is
specifically allocated to development costs. Rather, despite the operational milestones
pursuant to which money is received and released to the Company, all of the Subsidy is
intended for the overall subsidization of the project, based on the premise that the rural
telephony in Colombia serves underprivileged and needy communities that will not be able
to pay for the services at levels that would justify a private entity such as the Company
to establish and operate a network.

        As
required by the Compartel Projects’ bid documents, the Company established the Trusts
and entered into governing Trust Agreements (one for each project awarded) (collectively,
the “Trust Agreements”). The Trusts were established for the purpose of holding
the network equipment, processing payments to subcontractors, and holding the funds
received through the Subsidy until they are released in accordance with the terms of the
Subsidy and paid to the Company as described below. The Trusts are a mechanism to allow
the Government to review amounts to be paid with the Subsidy and verify that such funds
are used in accordance with the transaction document for the project and the terms of the
Subsidy. The Company operates the network and generates revenues from the Subsidy (and,
once the network is operational, directly from users of the network).

        Pursuant
to the Trust Agreements, the Subsidy is transferred by the government directly to the
Company, and the Company is obligated to immediately transfer the Subsidy funds to the
Trust. The Subsidy is not equity in the trust that is equity in legal form. The Trust and
the Company can use the Subsidy only for the Compartel Projects.

        In
creating the networks and operating them, the Company is committed to selling equipment to
the Trust and to hiring and paying subcontractors for work they provide relating thereto.
The Trust then pays invoices (whether to the Company or to subcontractors) for the
equipment and services rendered. The assets are booked as the Trust’s fixed assets,
and related depreciation is recognized as expenses in the Trust.

        Release
of the Subsidy from the Trusts as payment to the Company or to the Company’s
subcontractors can only occur as certain operational milestones are reached. Once these
milestones are met, the Trust releases funds based upon payment requests presented by the
Company (either for its own equipment and services or for those of subcontractors). At the
end of the project, the Company assumes the ownership of the assets in the Trust and is
entitled to all remaining amounts in the Trust.

The
Trust Agreements provide that:

1.
The
initial payment of the Subsidy is to be made to the Company. The Company is to
automatically contribute those funds to the Trust (through a direct assignment of the
government funds by the Company to the Trust).

2.
The
Company is the sole beneficiary of the Trust, except upon unilateral termination of the
project, which can only take place under remote circumstances. In that case, if the
Company is responsible for such termination, the assets of the Trust will be transferred
to the government.

3.
The
Company is the Trustor of the Trust.

2

4.
The
Trust makes payments solely according to instructions from the Trustor.

5
A
Trust Committee oversees payments made by the Trust so that they are made in accordance
with the bid guidelines. The Committee is comprised of the following six members:

a.
Two
representatives from the Company;

b.
One
representative from the Government; and

c.
Three
unrelated parties – an Auditor, a delegate from the trust company and an engineer
appointed by the trust company.

The
Company’s representatives are the only members of the committee with voting
rights. The government representative may raise issue with the way in which the funds in
the Trust are being spent, to the extent the expenditures do not contribute to the goals
of the Compartel project. The government representative has never raised such issues,
however, in this remote event, even if they were to raise such issue, this does not affect
beneficial ownership of the funds which remain with the Company.

6.
The
Trustor (the Company) is responsible for the selection of all subcontractors and for the
timely payment of all expenses related to the Compartel Projects. Payments to such
subcontractors are made from the funds in the Trust. If the Trust is unable to pay
expenses for any reason, the Company is directly liable for such payments.

7.
The
Company is responsible for execution of all service agreements necessary for execution of
the Compartel Projects.

8.
The
Company bares all responsibilities relating to payment to third parties, cost of
litigation and fulfillment of the Compartel Projects. Fines, interest, sanctions and
costs, if relevant, will be paid by the Company (and not reduced from funds in the
Trust).

     Paragraph 5(a)
          of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable
          Interest Entities, an interpretation of ARB 51 (“FIN 46(R)”)
          provides that:

o

An entity is a variable interest entity (“VIE”) if its total equity investment
at risk is not sufficient to permit entity to finance its activities without additional
subordinated financial support, and

o

Investments in the Entity are only considered equity if they are reported as equity in
entity’s financial statements.

As discussed above, the Subsidies
that are transferred to the Trusts are not equity in the Trusts that is equity in legal
form. As there are no other equity contributions to the Trusts, the Trusts’ equity
can not be considered sufficient to permit the Trusts to finance their activities without
subordinated financial support (as defined in FIN 46(R). Thus the Trusts are VIEs.

3

        The
Company has determined that the Company is the FIN 46 primary beneficiary of the
Trusts and is therefore required to consolidate the Trusts based on the following

1.
The
Company will absorb the majority (in fact, substantially all) of the Trusts’ expected
loss and return, which results from:

a.
Changes
in the fair value of the equipment held by the Trust (assigned to the Company at the end
of the 6 years term of the contract),

b.
Increases
and/or decreases in its costs related to the fixed price contract for           the
construction, maintenance and operation of the network, which will
          significantly affect the Company’s income from the Compartel Projects and
          the variability of the related cash flows.

The
Company considered the possibility of the failure of the project, which would result in
the absorption of variability by both the Company and the Government, but considered it
remote based on the history of similar projects. In the event of such a failure, the
Government would not receive the benefits (i.e., providing working phone service for its
people) that it bargained for in exchange for its payment of the Subsidy.

2.
If
the Trust is unable to pay for expenses for any reason, the Company is directly liable
for such payments.

3.
All
the funds released from the Trust are released only to the Company or subcontractors of
the Company as instructed by the Company. The Trust’s responsibilities are limited
to ensuring that the resources contributed to the Trust are used in accordance with the
Compartel project agreement.

4.
The
Company is subject to penalties under the agreement governing the Compartel project. If
such penalties would be applied, they would not be taken from the Trust funds but
rather, they would be charged to the Company entity that was awarded the project.

5.
The
Company is the beneficiary of the Trust.

6.
On
top of the government subsidy, the Company also exercises its right to generate revenues
from the use of the Compartel network it operates. Those revenues are being managed and
recognized in the Company’s books, and the collection for those revenues is being
made directly form other third party customers.

        In
summary, the Company is the entity that that will absorb a majority of the entity’s
expected losses if they occur, receive a majority of the entity’s expected residual
returns if they occur, or both, and as such, is the primary beneficiary as described in
FIN 46, and therefore has consolidated the Trusts.

4

        Please
do not hesitate to contact me at (212)238-8605 or Rachel Prishkolnik, Corporate Secretary
and Legal Counsel at (972) 3 929-3020 with any questions or comments you may have.

Very
truly yours,

Steven J. Glusband

SJG:sr

Attachments

cc:
          Ms. Tal Payne, Chief Financial Officer, Gilat Satellite Networks Ltd.

              Rachel Prishkolnik, Corporate Secretary and Legal Counsel, Gilat Satellite Networks Ltd.

5

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Carter Ledyard & Milburn LLP

Counselors at Law

November 4, 2005

VIA EDGAR AND HAND
DELIVERY

Mr. Larry Spirgel
Assistant Director
Division of Corporation
Finance
Securities and Exchange Commission
100 F Street N.E.
Washington D.C. 20549

Re:
Gilat Satellite Networks Ltd.

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

File No. 0-21218

Dear Mr. Spirgel:

        On
behalf of our client, Gilat Satellite Networks Ltd. (the “Company”), we are
submitting this letter in response to the written comments of the Staff of the Securities
and Exchange Commission (the “Commission”), in a letter to Ms. Tal Payne, Chief
Financial Officer of the Company, dated October 28, 2005 (the “Comment Letter”),
with respect to the Company’s Annual Report on Form 20-F for the fiscal year ended
December 31, 2004. We have repeated the numbered comments below and have provided a
response to each comment.

Form 20-F for Fiscal
Year Ended December 31, 2004
Revenues, page 52

Comment:

1.
Please
refer to prior comment 1. We understand that the “milestones                relate
to the pace at which the government subsidy is released” to
               you. Please confirm to us that the receipt of the subsidy is not
               conditioned on meeting the milestones.

Response:

        The
receipt of the subsidy from the government to the trustee’s account was
conditioned upon different milestones than the milestones determined for the
release of the subsidy. The receipt of the subsidy was based upon the following:

a.
30%
upon signature of the contract and fulfilling certain legal requirements           such
as payment of the “contract tax”.

b.
30%
upon completion of the first-delivery installation, engineering and           operation
plans;

c.
20%
upon completion of 20% of the installations; and

d.
20%
upon completion of 40% of the installations.

The Staff is hereby advised that, as
detailed above the receipt of the subsidy funds is primarily conditioned upon
completion of the preliminary stages of the project and initial installations (all funds
are received to the trustee’s account when 40% of the installations are complete).
The release of the funds from the trust, however, is primarily dependent upon
completions of installations and provision of service thereafter (for instance, as
disclosed in our response dated October 17, 60% of the funds are released from the
trustee’s account upon completion of installation of 100% of the sites).

Comment:

2.
Please
confirm to us that the government subsidy is for the term of the                contract.
Tell us the difference between the “life of each                operational
site” and “life of the project” as referenced in your response.
Also, tell us whether the term of the contract is over the                “life of
each operational site” or “life of the                project”.

Response:

        The
Staff is hereby advised that the government subsidy is for the term of the contract.
“Life of the project” is synonymous with the “life of the contract”,
i.e. the contract term, 6 years from the date of signature. The life of each operational
site varies, and is calculated for each site, from the date it becomes operational and
until the end of the “life of the contract”. For example, if a site became
operational one year following the signature of the contract, then the “life of the
operational site” is 5 years, and the revenues from this site are recognized over a
period of 5 years.

Comment:

3.
Please
tell us the nature and the amount of the establishment and                network set-up
costs capitalized. Also, tell us your basis in the                accounting
literature for the capitalization of these costs and your
               depreciation policy.

2

Response:

        The
capitalized establishment and network set-up costs approximate $27 million and are
comprised of (i) network equipment such as VSATs, antennas, solar panels and computers;
and (ii) installations costs, all of which were direct costs related to the specific
project and performed by third party subcontractors. The capitalized costs are depreciated
at the same rate as the subsidy revenues are recognized over the life of the operational
site.

        The
project-related service arrangement costs referred to above were capitalized taking into
consideration the following accounting guidance:

        Questions
3-5 in Topic 13A.3.f of SAB 104 provide interpretive guidance for when costs may be
deferred in a contractual arrangement.

        The
Company addressed whether such costs are within the scope of SOP 98-5. The SOP does not
address the financial reporting of costs incurred related to ongoing customer services.
The SOP addresses the more substantive one-time efforts to establish business with an
entirely new class of customers. As the costs referred to above relate to the ongoing
Company activity, the Company believes the establishment and network set-up costs
discussed above are not within the scope of SOP 98-5.

In order to determine whether the
above costs are eligible for capitalization, the Company reviewed questions 3-5 in Topic
13A.3.f of SAB 104 in light of an analogy to Topic 13 that certain costs are similar to
those defined in Statement 91 or FTB 90-1.

        Paragraph
6 of Statement 91 states, “direct loan origination costs of a completed loan shall
include only (a) incremental direct costs of loan origination incurred in transactions
with independent third parties for that loan and (b) certain costs directly related to
specified activities performed by the lender for that loan.”

        The
Company believes that the installation costs, which were direct and performed by third
parties, are incremental direct costs, and, by means of analogy, fall , under the
definition given in paragraph 6(a) of Statement 91. In addition, the network equipment
discussed above, whichis directly related to specified activities performed by the Company
for the Compartel project, would, by analogy, fall under paragraph 6(b) of Statement 91.

        Using
the definition of incremental direct costs provided in paragraph 80 of FAS 91, the Company
believes that the costs detailed above would be considered incremental direct costs as
they result directly from and are essential to the Compartel project. In addition, such
costs would not have been incurred by the Company had that project not occurred.

        Similar
to Paragraph 5 of Statement 91, which states that direct loan costs may be deferred and
ultimately recognized over the related revenue period of the loan, all the direct costs
detailed above were capitalized and are being amortized over the life of the operational
site.

3

Note 10. Restructuring
of Debts, page F-43

Comment:

          4.

          Please refer to prior comment 2. Please confirm to us that the accrued
          interest of $16 million was  included in the calculation of the present
          value of the cash flows of the old loan for purposes of  applying the 10%
          test. Also, tell us what the accounting impact on the financial statements would
           have been if the debt instruments were not substantially
          different.

Response:

The accounting for the April 2004
Bank Hapoalim transaction was premised on the fact that a convertible debt instrument is
fundamentally different than a nonconvertible one, and therefore was accounted for as a
debt extinguishment. In determining its original extinguishment accounting, the Company
defined the book value of the old debt as the old debt’s remaining recorded principal
balance but inadvertently excluded the old debt’s accrued interest of approximately
$16 million. Since the accrued interest should have been eliminated in connection with the
debt extinguishment as of April 2004, the original accounting will be restated.
The Company will supplementally provide the Staff with revised pages of its financial
statements that reflect this change.

While the April 2004 transaction with
Bank Hapoalim was not accounted for as a modification of the Company’s bank debt, the
following information is included in response to comment 4. The
Company confirms the present value of the future payment of the accrued interest was
included in the calculation of the present value of the total cash flows (principal and
interest) of the original debt for purposes of applying the 10% test. The present value of
the total cash flows of the original debt included the principal amount of the old debt
and all future interest payments which equaled approximately $72 million. The present
value of the total cash flows of the new debt included the principal amount of the new
debt and all future interest payments according to the modified terms plus the fair value
of the conversion option, and also equaled approximately $72 million (comprised of the sum
of the $69.8 million in present value of the principal and interest payment cash flows and
the $2.2 million of fair value of the conversion option as of the date of the
restructuring). As per the above calculations, the present value of the total cash flows
under the terms of the new debt is less than 10% different (in effect it is zero) from the
present value of the remaining total cash flows under the terms of the original debt.

While the April 2004 transaction with
Bank Hapoalim was not accounted for as a modification of the Company’s bank debt, the
following information is included in response to comment 4. If
the debt instruments are not determined to be “substantially different”, there
will not be an accounting impact on the Company’s financial statements as originally
filed for the year ended December 31, 2004. . Specifically, the respective carrying value
of the respective debt and the accrued interest would remain unchanged. The Staff is
advised that in this event, the Company would amend its future disclosures at the top of
page F-44 of its financial statements to indicate the modification was not considered
“substantial” and any reference to “debt extinguishment” would be
removed.

4

Comment:

          5.

           In November 2003, you recognized a gain of $58.6 million related to the
          conversion of New Notes  issued in March 2003. Also, it appears that the
          noteholders became your shareholders as a result of  the March 2003
          arrangement. Please tell us why the gain was not credited to pain-in capital.

Response:

        Immediately
prior to the March restructuring, Bank Hapoalin was not a related party. As a result of
the March 2003 restructuring, Bank Hapoalim received shares and New Notes in the Company
and then became a related party (with 13.7% shareholdings). Two additional shareholders
became related parties as a result of the restructuring and together, they held
approximately 24% of the shares of the Company immediately following the March
restructuring. As of March 2003, these three related parties held approximately $39
million of the $88 million in New Notes. The November 2003 exchange offer by means of a
conversion of debt to equity was a public exchange offer made to all of the holders
of the New Notes. Forty-seven percent of the notes exchanged in the offer were in the
hands of unrelated parties. According to Footnote 1 of APB 26 “Early
Extinguishment of Debt” “…extinguishment transactions between
related entities may be in essence capital transactions”. When assessing whether
the extinguishment is a capital transaction the assessment to be made is whether the
transaction was at arm’s length. Par. 3 of FAS 57 “Related Party
Disclosures” states “Transactions involving related parties cannot be
presumed to be carried out on an arm’s-length basis, as the requisite conditions of
competitive, free-market dealings may not exist..”.

        As
detailed above, given that the November 2003 exchange offer was made to all of the Note
Holders, the majority of whom were not related parties and of those Notes held by
unrelated parties, approximately 70% were accepted in this offer, the Company concluded
that it had the requisite conditions of competitive, free market dealings and therefore
the offer was carried out on an arm’s length basis and the gain should not be
credited to paid-in capital.

Comment:

6.
Please
refer the last paragraph on Page 50. Tell us how you recorded the
               estimated future interest payments in your financial statements and
the                basis for your accounting. Also, tell us the related amounts
recognized.

Response:

        The
estimated future interest payments were recorded as a liability in the respective
consolidated balance sheet line items “Accrued interest related to restructured
debt” (relating to the long-term portion of the interest) and “Accrued
expenses” (relating to the short-term portion of the interest). The recorded
estimated future interest payments decreased gain recorded in the line item, “Gain
from restructuring of debt” in the consolidated statement of operations in accordance
with SFAS 15. SFAS 15, paragraph 17 states: “If, however, the total future cash
payments specified by the new terms of a payable, including both payments designated as
interest and those designated as face amount, are less than the carrying amount of the
payable, the debtor shall reduce the carrying amount to an amount equal to the total
future cash payments specified by the new terms and shall recognize a gain on
restructuring of payables equal to the amount of the reduction …Thereafter, all cash
payments under the terms of the payable shall be accounted for as reductions of the
carrying amount of the payable, and no interest expense shall be recognized on the payable
for any period between the restructuring and maturity of the payable.”

5

        Future
interest payments recorded as a liability in the balance sheet and as a corresponding
reduction of the gain from restructuring of debt in the statement of operations for the
year ended December 31, 2003 were: a) $18.2 million relating to the Bank Hapoalim loan; b)
$6.2 million relating to the New Notes; and c) $1.0 million relating to another third
party creditor. All interest payments following the restructuring have been accounted for
as reductions of the carrying amount of the interest payable.

        I
have been authorized by our client to acknowledge that: (i) the Company is responsible for
the accuracy of the disclosure in its filings; (ii) comments by the Staff, or changes to
disclosure in response to comments by the Staff, do not foreclose the Commission from
taking any actions with respect to the Company’s filings; and (iii) 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.

        Please
do not hesitate to contact me at (212)238-8605 or Rachel Prishkolnik, Corporate Secretary
and Legal Counsel at (972) 3 929-3020 with any questions or comments you may have.

Very
truly yours,

Steven J. Glusband

SJG:sr

Attachments

6

cc:
          Ms. Tal Payne, Chief Financial Officer, Gilat Satellite Networks Ltd.

              Rachel Prishkolnik, Corporate Secretary and Legal Counsel, Gilat Satellite Networks Ltd.

7

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Carter Ledyard & Milburn LLP

Counselors at Law

October
17, 2005

VIA EDGAR AND HAND
DELIVERY

Mr. Larry Spirgel
Assistant Director
Division of Corporation
Finance
Securities and Exchange Commission
100 F Street N.E.
Washington D.C. 20549

Re:
Gilat Satellite Networks Ltd.

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

File No. 0-21218

Dear Mr. Spirgel:

        On
behalf of our client, Gilat Satellite Networks Ltd. (the “Company”), we are
submitting this letter in response to the written comments of the Staff of the Securities
and Exchange Commission (the “Commission”), in a letter to Ms. Tal Payne, Chief Financial Officer of the Company, dated August 19, 2005 (the “Comment Letter”),
with respect to the Company’s Annual Report on Form 20-F for the fiscal year ended
December 31, 2004. We have repeated the numbered comments below and have provided a
response to each comment.

Form 20-F for Fiscal
Year Ended December 31, 2004
Revenues, page 52

Comment:

     1.
           Please refer to prior comment 3. Please cite your basis in the
          accounting literature for your revenue recognition policy on the Compartel
          projects. Please tell us the nature of the government subsidy and tell us how
          you are accounting for the related costs.

Response:

As detailed in our previous response
letter from July 20, 2005, revenues generated from the Compartel II projects are comprised
of (a) revenues from the government subsidy; and (b) revenues from use of the network that
the Company operates (also referred to as “traffic”). The government subsidy is
paid to the Company by the Colombian government in order to compensate it for the low
tariffs set by the government relating to rates at which the Company can charge for use of
its network.

The payment terms for these projects
are as follows: 60% of the subsidy is released to the Company upon the achievement of
certain operational milestones, such as, site surveys, network planning and design of the
network and installations of the sites. With respect to this 60% of the subsidy, all of
the milestones were achieved and payments made at the implementation stages of the
projects. The remaining 40% of the subsidy is released to the Company during the period in
which service is provided. Such services include operation and maintenance of the network
by the Company during the life of the project

Subsidy revenues for this project
were recognized over the life of each operational site, based on SAB 104, which gives a
reference to Concept Statement 5 paragraph 84(d), that states “if services are
rendered or rights to use assets extend continuously over time (for example, interest or
rent), reliable measures based on contractual prices established in advance are
commonly available, revenues may be recognized as earned as time passes.”

Revenues generated from traffic,
whether by consumers or by other network operators, is accounted for based on usage, in
accordance with the SEC view on variable fee arrangements.

All costs related to the
establishment and set-up of the network are capitalized and depreciated at the same rate
as the subsidy revenues are recognized over the life of the project. Operational and
maintenance costs are charged as expenses as incurred.

Note 10. Restructuring
of Debts, page F-43

Comment:

     2.
           Please refer to prior comment 10. It is not clear from your response
          whether you analyzed the cash flows of the new debt instrument and the remaining
          cash flows of the old debt on a present value basis. The guidance in EITF 96-19
          requires the 10 percent test based on a present value analysis and does not
          allude to “qualitative” aspects (i.e., non-detachable warrant) in
          evaluating debt modifications. Please revise or advise.

2

Response:

Summary:

The Company’s evaluation of the
2004 debt modification was premised on the fact that a convertible debt instrument is
fundamentally different than a non-convertible one. That view was based on discussions
with the Company’s auditors and a consideration of their published guidance relating
to the modification or exchange of convertible debt which states: “that there is
also a qualitative aspect to evaluating debt modifications. For example, we believe the
elimination or addition of a conversion option to a debt instrument would be considered
substantial and should be accounted for as an extinguishment”.

Based on this
view, the Company reviewed the original accounting treatment for the extinguishment and
the omission of any gain or loss in the Company’s income statement. The Company has
concluded that extinguishment accounting should continue to be utilized, the fair value of
the new loan with Bank Hapoalim should be recorded and the book value of the old loan
should be removed from the Company’s financial statements. The “fair value”
of the new loan was determined by calculating the present value of the outgoing cash flows
related to the new loan (including the value of the new warrant /conversion feature as
discussed below). In determining its original extinguishment accounting, the Company
defined the book value of the old loan as the old loan’s remaining recorded principal
balance but inadvertently excluded from its analysis the debt’s accrued interest that
arose in connection with the accounting for the original loan as a troubled debt
restructuring in accordance with SFAS No. 15-Accounting by Debtors and Creditors for
Troubled Debt Restructurings (SFAS 15) in March 2003.

The inclusion of the debt’s
accrued interest creates an “excess” (of approximately $16 million) of book
value over fair value which, essentially by definition, is equal to the recorded book
value of the accrued interest. Based on this updated analysis, the accrued interest should
have been eliminated as of April 2004 and thus the original accounting will be restated.
Given that Bank Hapoalim is a related party, the extinguishment gain from the transaction
will need to be recorded as an equity contribution (rather than a gain recorded in the
income statement). Future interest accruals arising under the new loan agreement will need
to be expensed as incurred in future periods’ income statements. The fair value of
the new loan is unchanged in the original versus restatement accounting.

In light of the correspondence to
date on this point with the Staff, the Company has not submitted restated financial
statements pages or revised the Form 20-F at this time pending any further inquiries on
the Company’s proposed accounting treatment from the Staff. Upon the conclusion of
the matters discussed in this letter, the Company proposes to submit drafts of all changed
pages for the Staff’s consideration and review.

3

Analysis:

Immediately before the April 2004
modification of the terms of the old Bank Hapoalim loan, the carrying value of the old
loan was as follows:

     o

     Principal - $71,400,000

     o
     Accrued interest arising from the March 2003 troubled debt restructuring accounted for in accordance
with SFAS 15 - $16,100,000

The April 2004 modification of the
loan’s terms included: (i) the addition of Bank Hapoalim’s right to require the
Company to issue a non-detachable warrant to convert the outstanding loan balance into
varying amounts of common shares of the Company depending upon the timing of the
conversion (the “warrant/conversion option”); (ii) a reduction of the interest
rate; and (iii) deferral of a portion of two of the original loan’s principal
payments. The original loan and April 2004 modification of terms are both discussed in
Note 10 – Restructuring of Debts in the Company’s Form 20-F for the year ended
December 31, 2004. The new loan terms were incorporated into an “Amendment to the
Loan Agreement with Bank Hapoalim dated April 1, 2004” (the “new loan
agreement”) and that document was filed as Exhibit 4.3 to the Company’s Form
20-F. Appendix A of the new loan agreement delineates the terms of the non-detachable
warrant/conversion option. A copy of the new loan agreement is attached for your
convenience.

When determining the accounting for
the new loan, the Company analyzed the indicators of “financial difficulties” in
paragraphs 9 and 10 of EITF Issue No. 02-4 – Determining Whether a Debtor’s
Modification or Exchange of Debt Instruments is within the Scope of FASB Statement No. 15
and determined:

     o

     The Company was not in default on any of its debt.

     o
     The Company had not declared nor was it in the process of declaring bankruptcy.

     o

       There was no significant doubt as to whether the Company could continue as a going concern.

     o
     The Company did not have securities that had been delisted, were in the process of being delisted or under threat of being delisted from an exchange.

     o

     Based on estimates and projections that only encompass the current business capabilities, the
              Company did not  forecast that its entity-specific cash flows will be insufficient to service
              the debt (both interest and principal) in accordance with the contractual terms of the existing
              agreement through maturity.

     o
     The Company did not have any indication whether it would have been able to obtain funds from sources
              other than existing creditors since it made no such attempt.

Accordingly, the Company concluded it
had not experienced “financial difficulties” and SFAS 15 was not applicable.

In performing its analysis, the
Company concluded the following amounts were approximately equal: a) the recorded
principal balance of the old loan; b) the “fair value” of the old loan; and c)
and the “fair value” of the new loan. Thus, notwithstanding the chronological
proximity of the March 2003 loan restructuring to the April 2004 loan amendment, the
Company did not believe paragraph 12 of EITF 02-4 applied since according to paragraph 6
of EITF 02-4, such criterion are only relevant if one determines that a company is having
financial difficulties as per paragraph 9.

4

Having determined the modification of
the loan agreement was not a “troubled debt restructuring”, the Company
correlated its fact pattern with the scope of EITF Issue No. 96-19 – Debtor’s
Accounting for a Modification or Exchange of Debt Instruments. The Company understands
EITF 96-19 is an interpretation of paragraph 16 of SFAS 140 – Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities which
states:

16.

A debtor shall derecognize a liability if and only if it has been extinguished.
          A liability has been extinguished if either of the following conditions is met:

a.

The debtor pays the creditor and is relieved of its obligation for the liability. Paying the
creditor includes delivery of cash, other financial assets, good or services or
reacquisition by the debtor of its outstanding debt securities whether the securities are
canceled or held as so-called treasury bonds.

b.

The debtor is legally released from being the primary obligor under the liability, either
judicially or by the creditor. (footnotes omitted)

The Company also understands EITF
96-19 addresses potential (but not all) fact patterns where there could be an in-substance
defeasance of debt, with the resultant use of extinguishment accounting, even though the
debt did not meet the exact criteria defined in par. 16 of SFAS 140.

In response to the Staff’s
comment the Company notes that according to EITF 96-19 a debt instrument is
“substantially different” if:

…the
present value of the cash flows under the terms of the new debt instrument is at least
10% different from the present value of the remaining cash flows under the terms of the
original instrument.

EITF 96-19 also notes:

    -        Recourse
or nonrecourse features.

    -        Priority
of the obligation.

    -        Collateralized
(including changes in collateral) or noncollateralized
features.

    -        Debt
covenants and/or waivers.

    -        The
guarantor (or elimination of a guarantor).

    -        Option
features.

5

If
the terms of a debt instrument are changed or modified in any of the ways described above
and the cash flow effect on a present value basis is less than 10 percent, the debt
instruments are not considered to be substantially different. (italics in
original)

Following the Company’s
comparison of the present value of the remaining cash flows on the respective old and new
loans, it determined the new loan was not “substantially different” under
this quantitative test. That conclusion was based on the present value of the cash flows
of the original loan being approximately equal to the present value of the cash flows of
the new loan (with the cash flows of the new loan including the fair value of the
warrant/conversion option).

Although the modification was
not “substantially different” under this quantitative test, the Company adopted
a “qualitative evaluation” based on the interpretation cited above. According to
this interpretation, the difference in the present value of the cash flows of the
respective old and new loan as well as the value of the conversion option are irrelevant
due to the qualitative consideration of the substantive inherent difference between a loan
that is convertible and one that is not. Specifically, according to this qualitative
analysis, the fact that a conversion option has been added means that the transaction is
to be treated as extinguishment, even if, as in the case of our modified loan:

     o

     the value of the conversion option is not significant -- approximately $2 million -- which
         represents less than 3% of the loan; and

     o
     the fair value of the old loan and the fair value of the new instruments are essentially
equal. In the Company’s case, it granted an option valued at approximately $2 million
and received approximately $2 million in the reduction of the interest rate and deferral
of principal payments.

In making its assessment to consider
the addition of a convertible feature as indicia of a “substantially different”
loan, the Company considered the above analysis. However, the Company acknowledges there
are no “bright line” qualitative factors that could give rise to an
extinguishment as discussed EITF 96-19. Specifically, it is aware of the following recent
developments:

          a.

          A speech given by Mr. Robert J. Comerford, a Professional Accounting Fellow at
          the SEC, on December 6, 2004, regarding the applications of EITF Issue No. 96-19 to modified convertible bond
          transactions, where he stated “…we [the OCA
          Staff] believe that any EITF 96-19 analysis of a convertible bond modification
          that does not take into consideration changes in the fair value of the embedded
          conversion option would be incomplete.”; and

          b.

          At a very recent (September 15, 2005) EITF meeting, the Company understands the
          determination made in the analysis above (i.e. that the addition of a conversion
          feature to a debt instrument – regardless of its value – is to be
          treated as “substantially different” and thus subject to
          extinguishment accounting) is not definitive and indeed is not necessarily an
          acceptable accounting treatment.

6

Comment:

3.
Please
refer to prior comment 11. Considering that you had restructured                     the
Bank Hapoalim debt more than once as disclosed in this section, tell
                    us your consideration of paragraph 12 of EITF 02-4.

Response:

See response to comment 2 above where
the Company advised the Staff that it does not believe that paragraph 12 of EITF 02-4
applies since according to paragraph 6 of EITF 02-4, such criterion are only relevant if
one determines that a company is having financial dif

CORRESP
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     CORRESP

Sepetember 20, 2005

BY EDGAR AND BY FEDERAL
EXPRESS

Securities and Exchange
Commission

450 Fifth Street, N.W., Mail Stop 4-6

Washington, D.C. 20549

Attn: Mr. Larry Spirgel

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

Gilat Satellite Networks Ltd.

Filed March 18, 200

5File No. 0-21218

Dear Mr. Spirgel:

        As
concluded in my conversation held today with SEC Staff Accountant Ms. Kathryn Jacobson, we
will file our response to the Staff’s comment letter dated August 19, 2005 no later
than November 7, 2005.

        If
this delay poses a problem or you have any questions or require additional information,
please call me at 972-3-929-3020.

Sincerely,

Rachel Prishkolnik, Adv.

Legal counsel & corporate secretary

CORRESP
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     CORRESP

August 31, 2005

BY EDGAR AND BY FEDERAL
EXPRESS

Securities and Exchange Commission

450 Fifth Street, N.W., Mail Stop 4-6

Washington, D.C.  20549

Attn:  Mr. Larry Spirgel

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

Dear Mr. Spirgel:

        As
discussed yesterday with SEC Staff Accountant Ms. Kathryn Jacobson, we are in receipt of
the Staff’s comment letter. Given scheduled vacations of some of those professionals
involved in preparing our responses, we expect to file our response to the Staff’s
comment letter dated August 19, 2005, no later than September 19, 2005.

        If
this delay poses a problem or you have any questions or require additional information,
please call me at 972-3-929-3020.

Sincerely,

Rachel Prishkolnik, Adv.
Legal counsel & corporate secretary

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 3561

      							August 19, 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 supplemental response letter dated
July
20, 2005 as well as your filing and have the following comments.
As
noted in our comment letter dated June 23, 2005, we have limited
our
review to your financial statements and related disclosures and do
not intend to expand our review to other portions of your
documents.

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

Revenues, page 52

1. Please refer to prior comment 3.  Please cite your basis in the
accounting literature for your revenue recognition policy on the
Compartel projects.  Please tell us the nature of the government
subsidy and tell us how you are accounting for the related costs.

Note 10. Restructuring of Debts, page F-43

2. Please refer to prior comment 10.  It is not clear from your
response whether you analyzed the cash flows of the new debt
instrument and the remaining cash flows of the old debt on a
present
value basis.  The guidance in EITF 96-19 requires the 10 percent
test
based on a present value analysis and does not allude to
"qualitative" aspects (i.e., non-detachable warrant) in evaluating
debt modifications.  Please revise or advise.

3. Please refer to prior comment 11. Considering that you had
restructured the Bank Hapoalim debt more than once as disclosed in
this section, tell us your consideration of paragraph 12 of EITF
02-
4.

Note 12. Taxes on Income, page F-52

Please refer to prior comment 13.

4. Tell us and disclose the nature of "tax expenses related to
previous years" and why you believe it should be accounted for as
a
component of current tax expense.

5. Tell us in more detail the nature of the "arrangement with the
Israeli tax authorities in connection with the resulting
restructuring of debts" on your tax provision.

6. Tell us what is meant by "actual tax expenses are fairly
limited"
as stated in your response.

7. Notwithstanding your response, provide the reconciliation under
paragraph 47 of FAS 109.

*    *    *    *

      Please respond to these comments within 10 business days via
EDGAR or tell us when you will provide us with a response.  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

c.c. Steven J. Glusband (via FAX at 212-732-3232)
??

??

??

??

Ms. Tal Payne
Gilat Satellite Networks Ltd.
August 19, 2005
Page 2

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
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     6-K

CARTER LEDYARD & MILBURN LLP
Counselors at Law

570 Lexington Avenue

New York, NY 10022

(212) 371-2720

     2 Wall Street

New York, NY 10005-2072

—

Tel (212) 732-3200

Fax (212) 732-3232

1401 Eye Street, N.W.

Washington, DC 20005

(202) 898-1515

July
20, 2005

VIA EDGAR

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street N.E.

Washington D.C. 20549

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

Dear Mr. Spirgel:

        On
behalf of our client, Gilat Satellite Networks Ltd. (the “Company”), we are
submitting this letter in response to the written comments of the Staff of the Securities
and Exchange Commission (the “Commission”), in a letter to Ms. Tal Payne, Chief
Financial Officer of the Company, dated June 23, 2005 (the “Comment Letter”),
with respect to the Company’s Annual Report on Form 20-F for the fiscal year ended
December 31, 2004. We have repeated the numbered comments below and have provided a
response to each comment.

Capital Expenditures and
Divestitures, page 20

Question

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.

Response

The Staff is hereby advised that
Gilat’s equipment inventory is generally used for sales to our GNS customers.
Additionally, we use some of our equipment inventory for the operation of networks owned
by Spacenet segment entities and some for our research and development laboratories. When
the designation of equipment changes and the equipment is installed in our networks or in
our laboratories, it is reclassified as property.

Critical Accounting
Policies and Estimates, page 45

Question

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

Response

The general allowance for doubtful
accounts relates to past due debts of consumer-type customers and is estimated based on
past industry experience. The Staff is hereby advised that less than 10% of our allowance
for doubtful accounts is made with respect to a general allowance and the remainder is
specific amounts that we consider being doubtful of collection.

Revenues, page 52

Question

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.

Response

        During
the reported period, we were awarded the following major government projects: Compartel
Rural Telephony and Compartel Telecentros which together are comprised of seven contracts,
and GESAC in Brazil. In all of these contracts, we are the owner and operator of the
network and we generated revenues from the “government subsidy” and, in the case
of the aforementioned Compartel projects, from “traffic”, i.e. consumer payment
for use of the network. The vast majority of the revenues from these contracts is
generated from the government subsidy and is recognized ratably throughout the contract
period only; once sites are operational, traffic revenues are recognized based on the
usage of the network.

        The
“operational milestones” referred to on page 61 of the Form 20-F do not affect
our revenue recognition of these projects. The milestones relate to the pace at which the
government subsidy is released to us, such as the completion of site surveys, and
submission of invoices from third party contractors, etc. The Staff is advised that the
rate at which the Company recognizes its revenues for these projects is far slower than
the rate at which the operational milestones are achieved. For example, for the Compartel
II projects, approximately 60% of the subsidy is released to us based upon milestones that
are met prior to the installations of sites and approximately 40% of the subsidy is
released to us during the period in which service is provided. For purposes of further
illustration, as of December 31, 2004, the Company had recognized revenues with respect to
approximately $9 million of the Compartel II projects and had collected more than $36
million in government subsidies.

- 2 -

Gross profit, page 57

Question

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.

Response

The Staff is hereby advised that on a
consolidated level, “intercompany” unrealized profits have been eliminated. When
reported by segment, Spacenet’s results are presented based upon transfer prices. The
“consolidation” line reflects the intercompany profits that have been realized
in order to adjust the transfer price to Gilat’s cost. The purpose of the disclosure
was to explain the technical process and the related significant decrease in the amounts
from 2002 to 2003. The Company notes the need to clarify this in future filings.

Consolidated Statements
of Operations, page F-5

Question

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.

Response

The Staff is hereby advised that we
were able to reduce service cost of revenues by increasing the business efficiency within
the Company. Specifically, our cost of service revenues increased on an absolute US Dollar
basis and decreased as a percentage of service revenues in 2004, due to the following
factors: (i) certain significant expenses were reduced as part of certain restructurings
in 2003, such as transponder capacity costs which were reduced due to the renegotiation of
such agreement with our major provider; (ii) depreciation expenses were reduced due to an
impairment of long-lived assets in 2003 in accordance with FASB 144 (iii) wages and
overhead costs decreased due to a reduction in headcount; and (iv) as described on page 53
of our 20-F, we had higher profit margins and more revenues streams in 2004. In future
filings we will include the above detailed explanation in MD&A.

- 3 -

Question

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.

Response

The Staff is hereby advised that as
is set forth in Note 8(c)5 of our Financials Statements, in all three reporting years, the
nature of the vast majority of the services is transponder capacity (space segment)
purchased from the SES Group. We note further that SES is deemed a related party due to
the membership of one of their executives, Mr. Robert Bednarek, on our board of directors.
As of July 18, 2005, Mr. Bednarek is no longer a board member.

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

Question

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).

Response

We have considered the indicators
(facts and circumstances) stipulated in Paragraph 17 of FIN 46(R) and concluded that SES
Global S.A. (“SES”) and the Company hold an aggregate variable interest that
makes the two together the primary beneficiary of Satlynx, and that within the two, SES is
most closely associated with the variable interest entity, Satlynx. We have based our
conclusion on the following indicators:

a.
Satlynx
has significant commercial obligations to SES, which outweigh any
                    commercial commitments and obligations Satlynx has to Gilat.

Gilat
has an equipment supply frame agreement, with no minimum purchase requirements by
Satlynx. Gilat also has a lease and an option agreement, pursuant to which, Satlynx pays
Gilat a quarterly rent payment in the amount of approximately Euro 0.2 million.

SES
and Satlynx entered into several transponder capacity agreements whereby Satlynx
undertook to lease certain transponder capacity from SES for lengthy periods. The overall
minimum commitment of Satlynx amounts to approximately Euro 74 million.

- 4 -

b.
Based
on an analysis, we found that SES absorbs the majority of the expected           losses
of Satlynx.

The
analysis was based on Satlynx’s business plan and projections. Management applied
probability percentages to the various future projected outcomes and each NPV for a
projected outcome was calculated taking into account the terminal value.

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

Question

8.
Please
provide the disclosures required for receivables that include amounts under long-term
contracts. We note on page 8 that you 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 period 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.

Response

The Staff is hereby advised that that
the following requested disclosure will be added to our future filings:

The following amounts represent the
unbilled amounts of the long–term receivables:

     Year ending December 31,
     In thousands

     2006

     $   12,609

     2007
        8,103

     2008
        4,244

     2009
        820

        25,776

     Unearned interest income
        (2,408
        )

     $   23,368

Generally, we issue invoices solely
based upon predetermined payment dates set forth in our agreements. This relates to
approximately $15 million of the above amounts.  For the remainder of the unbilled
amount, payment is made following routine verification of parameters relating to the
network connectivity.

Note 8.Commitments and Contingencies, page F-36

Question

 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.

- 5 -

Response

The Staff is hereby advised that as
described in Note 8j, the Company provides performance guarantees for its own and for its
subsidiaries' performance. As stated in Paragraph 4 of FIN 45 "...the scope of this
interpretation does not encompass indemnifications or guarantees of an entity's own
future performance (for example, a guarantee that the guarantor will not take any certain
future actions...)." As such, the guarantees granted by us are excluded from the scope of
FIN 45. We hereby advise the Staff that the related disclosure will be amended in future
filings to indicate that the Company's performance guarantees are out of the scope of FIN
45.

Note 10. Restructuring of Debts,
page F-43

Question

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

Response

The Staff is hereby advised that as
part of the agreement, Bank Hapoalim is entitled to provide the Company with written
instructions to issue a warrant or warrants for the purchase of its ordinary shares. Once
issued to a holder, the warrant is exercisable for a thirty-day period only. The proceeds
paid to the Company from the exercise of each warrant shall be applied to reduce all
future installments of the principal due to the bank, on a pro-rata basis. As such, the
warrant is a non-detachable instrument.

In our accounting for the Bank
Hapoalim transaction and the conversion feature granted, we followed the provisions of
EITF Issue No. 96-19, "Debtor's Accounting for a Modification or Exchange of Debt
Instruments" (EITF 96-19), EITF Issue 98-5 "Accounting for Convertible Securities with
Beneficial Conversion Features or Contingently Adjustable Conversion Ratios" and EITF
Issue No. 00-27 "Application of Issue No. 98-5 to Certain Convertible Instruments".

EITF  96-19   addresses   whether
 an  exchange  or   modification  of  a  debt  instrument  is  considered "substantial",
 and  therefore,  results in a debt  extinguishment.  Under the  consensus,  an  exchange
or modification  of a debt  instrument  with the same creditor is considered  substantial
if the present value of the cash flows under the terms of the new debt  instrument
 differs by more than 10 percent  compared to the present  value of the  remaining  cash
flows under the terms of the original  instrument.  In addition, there is also a
qualitative  aspect to evaluating  debt  modifications.   The  elimination or addition of
a conversion  feature to a debt  instrument is considered to be a substantial
 modification.  As the modified debt included a non-detachable  warrant, it was
considered a substantial  modification and accounted for as a debt extinguishment.

- 6 -

As the fair value of the convertible
debt instrument as of the analysis date approximated the fair value of the original debt
instrument on that date, no charges to the statement of operations was required. In order
to estimate the fair value of the two instruments, we had a valuation analysis performed
by an independent appraiser.

In accordance with EITF 98-5 and
EITF 00-27, we evaluated the existence of a beneficial conversion feature. As the
exercise price of the warrant was set to be $7.5 or higher, while the stock price at the
date of the agreement was approximately $4.5, no beneficial conversion feature was
identified.

The Staff is advised that effective
July 18, 2005, Bank Hapoalim sold its interest in the loan and corresponding rights to a
warrant to a third party, York Capital Management.

Question

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

Response

We concluded  that the Bank Hapoalim
 transaction  should not be accounted for under SFAS 15 "Accounting by Debtors and
 Creditors  for Troubled  Debt  Restructurings."  In  accordance  with EITF 02-04
 "Determining Whether a Debtor's  Modification  or Exchange of Debt Instruments is within
the Scope of FASB Statement No. 15," the first step is to decide if the  company is
 experiencing  financial  difficulties.  As the Company was not experiencing financial
 difficulties,  based on the factors outlined in the EITF, we concluded that the
transactions in issue did not fall under the scope of SFAS 15.

Question

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

Response

As further discussed in response to questions 10 and 11, the Staff is hereby advised that since the fair
value of the financial instruments before and after the transaction were approximately equal, no
concession was granted to the Company by Bank Hapoalim. Thus, we believe that SAB Topic 5(T) is not
applicable.

Note 12. Taxes on Income, page F-52

Question

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

- 7 -

Response

The Staff is hereby advised that the
disclosure referenced in paragraph 45 is provided he

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     CORRESP

July 7, 2005

BY EDGAR AND BY FEDERAL
EXPRESS

Securities and Exchange Commission

450 Fifth Street, N.W., Mail Stop 4-6

Washington, D.C.  20549

Attn:  Mr. Larry Spirgel

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

Gilat Satellite Networks Ltd.

Filed March 18, 2005

File No. 0-21218

Dear Mr. Spirgel:

        As
discussed yesterday with SEC Staff Accountant Ms. Kathryn Jacobson, we expect to file our
response to the Staff’s comment letter dated June 23, 2005, no later than July
20th, 2005. In order to provide the detailed responses requested, we require
input from several of our subsidiaries, review of our management and review by our
external auditors. We expect to complete this process in the next 10 business days.

        If
this delay poses a problem or you have any questions or require additional information,
please call me at 972-3-929-3020.

Sincerely,

/S/ Rachel Prishkolnik
——————————————

Rachel Prishkolnik, Adv.
Legal counsel & corporate secretary

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
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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