SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO
Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 2)

GILAT SATELLITE NETWORKS LTD.
(Name of Subject Company (Issuer))

KCPS SATELLITE COMMUNICATIONS, LIMITED PARTNERSHIP KCPS SATELLITE HOLDINGS LTD. KCPS PE INVESTMENT MANAGEMENT (2006) LTD.
(Names of Filing Persons (Offerors))

ORDINARY SHARES, PAR VALUE NIS 0.20 PER SHARE
(Title of Class of Securities)

M51474118
(CUSIP Number of Class of Securities)

Limor Ressler, Adv.
KCPS PE Investment Management (2006) Ltd.
One Azrieli Center (Round Tower), Tel Aviv 67021, Israel
+(972)-3-777-9000
(Name,address and telephone numbers of person authorized to receive
notices and communications on behalf of filing persons)

With copies to:
Dr. Shachar Hadar, Adv.
Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.
One Azrieli Center (Round Building), Tel Aviv 67021, Israel
Telephone: +(972)-3-607-4444

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$7,394,900	$ 413***

* For purposes of calculating the filing fee only, this amount is based on the offer to purchase up to 2,026,000 ordinary shares of Gilat Satellite Networks Ltd. at a purchase price of $3.65 cash per share.

** Calculated in accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended.

*** Previously paid.

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: None.	Filing Party: Not Applicable.
Form or Registration No.: Not Applicable.	Date Filed: Not Applicable.

o 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 transaction to which the statement relates:

x third-party tender offer subject to Rule 14d-1

o issuer tender offer subject to Rule 13e-4

o going-private transaction subject to Rule 13e-3

o 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: o

This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO initially filed by KCPS Satellite Communications, Limited Partnership, a limited partnership organized under the laws of the State of Israel, KCPS Satellite Holdings Ltd., a corporation organized under the laws of the State of Israel and KCPS PE Investment Management (2006) Ltd., a corporation organized under the laws of the State of Israel, on June 8, 2009 with the Securities and Exchange Commission (the “Schedule TO”), as amended by Amendment No. 1 to Schedule TO filed on June 22, 2009, in connection with its offer to purchase 2,026,000 outstanding ordinary shares, NIS 0.20 par value per share, of Gilat Satellite Networks Ltd. (“Gilat”), at $3.65 per share, net to the seller in cash, less any applicable withholding taxes, and without interest, upon the terms of, and subject to the conditions to, the Offer to Purchase, dated June 8, 2009 (the “Offer to Purchase”) and the related Letter of Transmittal, copies of which were previously filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any amendments or supplements thereto, constitute the “Offer”).

This Schedule TO is intended to satisfy the reporting requirements of Rule 14d-1 under the Securities Exchange Act of 1934, as amended. The information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference in response to all of the items of this Amendment No. 2 to the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Capitalized terms used herein but not otherwise defined have the meaning ascribed to such terms in the Offer to Purchase.

Items 1 through 9 and Item 11

On July 7, 2009, KCPS issued a press release denying rumors that it intends to increase its offer price for Gilat shares. Items 1 through 9 and 11 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by incorporating herein by reference the information contained in the press release, a copy of which is attached hereto as Exhibit (a)(5)(D).

Item 12. Exhibits.

NO. DESCRIPTION

(a)(1)(A)* Offer to Purchase dated June 8, 2009

(a)(1)(B)* Letter of Transmittal

(a)(1)(C)* Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

(a)(1)(D)* Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

(a)(1)(E)* Guidelines for Certification of Taxpayer Identification Number on Substitute W-9

(a)(1)(F)* Notice of Objection

(a)(1)(G)* Declaration Form ("Declaration of Status for Israeli Income Tax Purposes")

(a)(5)(A)* Text of Press Release issued by KCPS on June 8, 2009

(a)(5)(B)* Form of Cover of `Mifrat' to be filed with the Israeli Securities Authority on June 8, 2009**

(a)(5)(C)* Form of Acceptance Notice and Notice of Objection to be filed with the Israeli Securities Authority on June 8, 2009**

(a)(5)(D) Text of Press Release issued by KCPS on July 7, 2009

(b) Not applicable

(d)* Voting Agreement dated June 5, 2009, by and among KCPS and the shareholders of Gilat listed on Schedule 1 thereto

(g) Not applicable

(h) Not applicable

* Previously filed.

** English translation from Hebrew.

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.

KCPS SATELLITE COMMUNICATIONS, LIMITED PARTNERSHIP


By: /s/ KCPS SATELLITE HOLDINGS LTD., its General Partner

By: /s/ Gilead Halevy
——————————————
Gilead Halevy
Director

By: /s/ Gilad Shavit
——————————————
Gilad Shavit
Director

KCPS SATELLITE HOLDINGS LTD.


By: /s/ Gilead Halevy
——————————————
Gilead Halevy
Director


By: /s/ Gilad Shavit
——————————————
Gilad Shavit
Director

KCPS PE INVESTMENT MANAGEMENT (2006) LTD.


By: /s/ Gilead Halevy
——————————————
Gilead Halevy
Director


By: /s/ Yitzhak Raab
——————————————
Yitzhak Raab
CFO and Director

Dated: July 7, 2009

EXHIBIT INDEX

NO. DESCRIPTION

(a)(1)(A)* Offer to Purchase dated June 8, 2009

(a)(1)(B)* Letter of Transmittal

(a)(1)(C)* Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

(a)(1)(D)* Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees

(a)(1)(E)* Guidelines for Certification of Taxpayer Identification Number on Substitute W-9

(a)(1)(F)* Notice of Objection

(a)(1)(G)* Declaration Form ("Declaration of Status for Israeli Income Tax Purposes")

(a)(5)(A)* Text of Press Release issued by KCPS on June 8, 2009

(a)(5)(B)* Form of Cover of `Mifrat' to be filed with the Israeli Securities Authority on June 8, 2009**

(a)(5)(C)* Form of Acceptance Notice and Notice of Objection to be filed with the Israeli Securities Authority on June 8, 2009**

(a)(5)(D) Text of Press Release issued by KCPS on July 7, 2009

(b) Not applicable

(d)* Voting Agreement dated June 5, 2009, by and among KCPS and the shareholders of Gilat listed on Schedule 1 thereto

(g) Not applicable

(h) Not applicable

* Previously filed.

** English translation from Hebrew.

EX-99

Exhibit (a)(5)(D)

KCPS DENIES RUMORS THAT IT INTENDS TO INCREASE ITS OFFER FOR GILAT SHARES

TEL AVIV, Israel, July 7, 2009 – KCPS Satellite Communications, Limited Partnership (KCPS) responded today to publications in the Israeli press suggesting that it plans to increase its offer for 2,026,000 ordinary shares of Gilat Satellite Networks Ltd. (NasdaqGM & TASE: GILT) to $6 per share. KCPS has offered to pay $3.65 per share, net to the seller in cash, less any required withholding taxes and without interest, for approximately 5% of the outstanding ordinary shares of Gilat. The initial period of the tender offer and withdrawal rights are scheduled to expire at 10:00 a.m., New York time, or 5:00 p.m., Israel time, on Thursday, July 9, 2009. KCPS indicated that the publications in the Israeli press that it intends to increase the price per share were unfounded and that it is not planning to raise the price of its outstanding tender offer.

Important Information: This is not an offer to buy or the solicitation of an offer to sell any Gilat shares. The tender offer referred to in this press release is only made through the Offer to Purchase, Letter of Transmittal and related tender offer documents. All holders of Gilat shares should read the tender offer materials, filed by KCPS, and the Tender Offer Solicitation/Recommendation Statement with respect to the tender offer, filed by Gilat, with the SEC and the ISA. Holders of Gilat shares should read the tender offer materials and the Solicitation/Recommendation Statement because they contain important information about the tender offer. The tender offer materials, the Solicitation/Recommendation Statement and other filed documents are available at no charge on the SEC’s website at http://www.sec.gov and on the ISA’s website at http://www.magna.isa.gov.il, and are also available without charge to all shareholders by contacting The Altman Group, the information agent for the tender offer, at (201) 806-7300 or toll free (866) 796-7184. Shareholders are urged to read these materials carefully before making any decision with respect to the tender offer.

About Gilat Satellite Networks Ltd.: Gilat Satellite Networks Ltd. (NasdaqGM & TASE: GILT) is a leading provider of products and services for satellite-based communications networks. The Company operates under three business units: (i) Gilat Network Systems, a provider of network systems and associated professional services to service providers and operators worldwide; (ii) Spacenet Inc., a provider of managed services in North America to the business and government segments; and (iii) Spacenet Rural Communications, a provider of rural telephony and Internet access solutions to remote areas primarily in Latin America.

About KCPS: KCPS Satellite Communications, Limited Partnership, is a limited partnership formed under the laws of the State of Israel in 2009 for the sole purpose of acquiring shares in Gilat. The limited partner of KCPS Satellite Communications, Limited Partnership is KCS Private Equity Partners 1, L.P., an Israeli limited partnership that is part of a private equity fund known as KCS Private Equity I Fund. The KCS Private Equity I Fund invests in companies that are predominantly located in Israel or that have significant ties or relations to Israel.

This press release may contain forward-looking statements that are subject to risks and uncertainties. The accuracy of such statements is subject to a number of risks, uncertainties and assumptions that may cause actual results to differ materially from those projected, including, but not limited to, general business conditions in the industry, political events and fluctuations in the share price of Gilat and other risks detailed from time to time in Gilat’s filings with the Securities Exchange Commission, including its Annual Report on Form 20-F. Shareholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statement.

Contact:
KCPS Private Equity (KCPS Satellite Communications, Limited Partnership)

Eliana Fishler
Telephone: +972-3-7779000
Mobile: +972-54-434-2040
One Azrieli Center (Round Tower)
Tel Aviv 67021, Israel