SC TO-T/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                 SCHEDULE TO/A
           Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934

                                AMENDMENT NO. 3

                               ZAPME! CORPORATION
                           (Name of Subject Company)

                         GILAT SATELLITE NETWORKS LTD.
                                   (Offeror)
    (Names of Filing Persons (identifying status as offeror, issuer or other
                                    person))

                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                         (Title of Class of Securities)

                                  98912E 10 0
                     (CUSIP Number of Class of Securities)

                         Gilat Satellite Networks Inc.
                              1651 Old Meadow Road
                             McLean, Virginia 22102
                                 (703) 734-9401
           (Name, address, and telephone numbers of person authorized
       to receive notices and communications on behalf of filing persons)

                                    Copy to:
                             Steven G. Tepper, Esq.
                                Arnold & Porter
                                399 Park Avenue
                            New York, New York 10022
                              Tel: (212) 715-1140
                              Fax: (212) 715-1399

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[ ]  Check the box if the filing relates solely to preliminary communications
     made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[X]  third-party tender offer subject to RULE 14d-1.

[ ]  issuer tender offer subject to RULE 13e-4.

[ ]  going-private transaction subject to RULE 13e-3.

[X]  amendment to Schedule 13D under RULE 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer:  [ ]

This Amendment No. 3 (this "Amendment No. 3") amends and supplements the Tender
Offer Statement on Schedule TO filed by Gilat Satellite Networks Ltd., an
Israeli corporation ("Purchaser") on October 17, 2000 (as amended on October 19,
2000 and November 3, 2000, the "Schedule TO"), relating to the offer by
Purchaser (the "Offer"), to purchase up to the number of shares of common stock,
par value $.01 per share (the "Shares"), of ZapMe! Corporation, a Delaware
corporation (the "Company"), which, together with the number of Shares Purchaser
beneficially owned, constitutes 51% of the Outstanding Shares, at $2.32 per
Share, net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated October 17,
2000 and in the related Letter of Transmittal filed as exhibits (a)(1)(A) and
(a)(1)(B), respectively, with the Schedule TO. This Amendment No. 3 is being
filed on behalf of Purchaser. "Outstanding Shares" shall mean the total number
of Shares outstanding as of the last business day prior to the consummation of
the Offer.

The sole purpose of this Amendment No. 3 is to file the joint press release
issued by Purchaser and the Company on November 15, 2000, announcing the
completion of the Offer.
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ITEM 11.  ADDITIONAL INFORMATION

At 12:00 Midnight, New York City Time, on November 14, 2000, the Offer expired
as scheduled. On November 15, 2000, based upon the information provided by
EquiServe Trust Company, N.A., the depository of the Offer, Purchaser and the
Company announced the satisfaction of the conditions of the Offer and issued a
joint press release, a copy of which is attached hereto as Exhibit (a)(1)(I) and
is incorporated herein by reference.

ITEM 12.  EXHIBITS

                          
       (a)(1)(I)             Joint press release issued by Gilat Satellite Networks Ltd.
                             and ZapMe! Corporation on November 15, 2000.



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                                   SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.

                             /s/ YOAV LEIBOVITCH
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                                  (SIGNATURE)

   Yoav Leibovitch, Chief Financial Officer and Vice President of Finance and
                                 Administration
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                                (NAME AND TITLE)

                               November 15, 2000
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                                     (DATE)

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                               INDEX OF EXHIBITS



EXHIBIT NO.                                      DESCRIPTION
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(a)(1)(I)                Joint press release issued by Gilat Satellite Networks Ltd.
                         and ZapMe! Corporation on November 15, 2000.


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EX-99.A.1.I

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                 GILAT COMPLETES TENDER OFFER FOR ZAPME! SHARES

         Petah Tikva, Israel and San Ramon, Calif., November 15, 2000-Gilat
Satellite Networks Ltd. (Nasdaq: GILTF), a worldwide leader in satellite
networking technology, and ZapMe! Corporation (Nasdaq: IZAP) announce the
successful completion of Gilat's tender offer to acquire up to 51% of the
outstanding shares of ZapMe! for $2.32 per share.

         Based upon preliminary results of the tender offer, approximately 16.6
million shares of ZapMe! have been tendered pursuant to the tender offer which
expired at 12:00 Midnight, Eastern Daylight Time, on November 14, 2000. Gilat
intends to accept for payment all shares that have been validly tendered. The
tendered shares, together with the shares of ZapMe! Gilat beneficially owned,
will provide Gilat with ownership of approximately 38% of the outstanding
shares of ZapMe!.

         Gilat intends to exercise its option under the tender offer agreement
with ZapMe! and certain principal stockholders of ZapMe!, to purchase
approximately 5.8 million shares from such principal stockholders, at the
tender offer price. The purchase of these additional shares, together with the
shares properly tendered in the offer, will provide Gilat with ownership of 51%
of the outstanding shares of ZapMe!.

         About Gilat Satellite Networks Ltd.

         Gilat Satellite Networks Ltd., with its global subsidiaries Spacenet
Inc., Gilat Europe and Gilat Florida Inc., is a leading provider of
telecommunications solutions based on VSAT satellite network technology. The
Company provides satellite-based, end-to-end enterprise networking and rural
telephony solutions to customers across six continents, and markets interactive
broadband data services. The Company is a joint venture partner, with Microsoft
Corp., EchoStar Communications Corp. and ING Furman Selz Investments, in
StarBand Communications Inc., America's first consumer, always-on, nationwide,
two-way, high-speed satellite Internet service provider. StarBand is based in
McLean, Va. SkyBlaster(TM), Skystar Advantage(R), SkyWay(TM), DialAway(R) and
FaraWay(TM) are trademarks or registered trademarks of Gilat Satellite Networks
Ltd. or its subsidiaries. Visit Gilat at www.gilat.com and StarBand at
www.starband.com.

         About ZapMe! Corporation

         Zapme! (Nasdaq:IZAP) through its r)Star Broadband Networks, Inc.
Subsidiary, develops, provides and manages satellite-based networks for
large-scale deployment across corporate enterprises, educational systems, and
user communities of interest. r)Star's core products include remote high-speed
Internet access, data delivery, high-quality video and networking services
distributed through its satellite broadband Internet gateway and bi-directional
solutions. r)Star's technology assures instantaneous, consistent, secure and
reliable delivery of content within the r)Star network.r)Star is located in San
Ramon, CA, and can be reached at 925-327-7117 or at www.rstar.com on the Web.

         Important Legal Information

         The foregoing is qualified in its entirety by reference to the Tender
Offer Statement on Schedule TO, as amended, filed by Gilat Satellite Networks
Ltd., which contains important information about the tender offer. Investors can
obtain such Tender Offer Statement on Schedule TO, as amended, and other filed
documents, for free from the U.S. Securities and Exchange Commission website
http://www.sec.gov.

         Note to Editors: For further detail on the ZapMe! tender offer, please
consult the joint press release issued by Gilat and ZapMe! on October 3, 2000.

         Certain statements made herein that are not historical are
forward-looking within the meaning of the Private Securities Litigation Reform
Act of 1955. The words "estimate", "project", "intend", "expect", "believe" and
similar expressions are intended to identify forward-looking statements. These
forward-looking statements involve known and unknown risks and uncertainties.
Many factors could cause the actual results, performance or achievements of
Gilat to be materially different from any future results, performance or
achievements that may be expressed or implied by such forward-looking
statements, including, among others, changes in general economic and business
conditions, inability to maintian market acceptance to Gilat's products,
inability to timely develop and introduce new technologies, products and
applications, rapid changes in the market for Gilat's products, loss of market
share and pressure on prices resulting from  competition, introduction of
competing products by other companies, inability to manage growth and expansion,
loss of key OEM partners, inability to attract and retain qualified personnel,
inability to protect the Company's proprietary technology and risks associated
with Gilat's international operations and its location in Israel. For additional
information regarding these and other risks and uncertainties associated with
Gilat's business, reference is made to Gilat's reports filed from time to time
with the Securities and Exchange Commission.
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FOR FURTHER INFORMATION:

GILAT COMPANY CONTACT:
Dianne Vanbeber
Vice President, Investor Relations
Gilat Satellite Networks
McLean, Virginia
703-848-1515
dianne.vanbeber@spacenet.com
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OR

GILAT IR CONTACT
Ruder Finn, Inc.
Magda Gagliano
212-593-6319
gaglianom@ruderfinn.com
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OR

ZAPME! CORPORATION CONTACT:
Juleen Murray
San Ramon, California
925-543-9239

OR

ZAPME! INVESTOR RELATIONS:
Cecilia A. Wilkinson/Juli Crandall
Pondel/Wilkinson Group
310-207-9300
investor@pondel.com