6-K

FORM 6 – K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report on Foreign Issuer

Pursuant to Rule 13a – 16 or 15d – 16
of the Securities Exchange Act of 1934

For the Month of May 2007

Gilat Satellite Networks Ltd.
(Translation of Registrant’s Name into English)

Gilat House, Yegia Kapayim Street
Daniv Park, Kiryat Arye, Petah Tikva, Israel
(Address of Principal Corporate Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-F o

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

Attached hereto is Registrant’s press release dated May 14, 2007, announcing its results for the quarter ending March 31, 2007.

This report on Form 6-K is being incorporated by reference into the Registration Statements on Form S-8 (Registration Nos. 333-96630, 333-113932, 333-08826, 333-10092, 333-12466 and 333-12988).

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Gilat Satellite Networks Ltd.
(Registrant)


By: /s/ Rachel Prishkolnik
——————————————
Rachel Prishkolnik
Corporate Secretary

Dated: May 14, 2007

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
Press Release

Gilat Reports Sixth Consecutive Quarter of Improved Financial Results in
Q1 2007

Petah Tikva, Israel, May 14, 2007 – Gilat Satellite Networks Ltd. (Nasdaq: GILT), a worldwide leader in satellite networking technology, solutions and services, today reported its results for the first quarter ending March 31, 2007.

Highlights for the Quarter:
  — Revenues increased to $ 68 million, representing a 16% year-over-year growth
  — Net income increased to $4.9 million, from $1.2 million in 1Q 2006
  — Positive operating cash flow of $7.9 million

Revenues for the first quarter of 2007 were $68.0 million, up from $58.6 million in the same period of 2006. Net income for the first quarter of 2007 was $4.9 million or $0.12 per diluted share, compared to a net income of $1.2 million or $0.05 per diluted share in the first quarter of 2006. Non-GAAP net income (1) for the first quarter of 2007 was $5.3 million, or $0.13 per diluted share, versus a net income of $2.7 million or $0.11 per diluted share in the same quarter of 2006.

Gilat's Chief Executive Officer and Chairman of the Board Amiram Levinberg said, “We are pleased to announce another strong quarter for Gilat, marking a good start for the year. The quarter was highlighted by an increase in demand for our solutions in Africa and Eastern Europe, some of which was driven by a growth in universal service projects. We also recently announced our offering of broadband wireless access solutions, as part of an implementation of Gilat’s strategy to expand our product portfolio using our core competencies. We have already received a first broadband wireless access order from Asiainfo, an existing Gilat customer.”

Press Release (count.)

Recent Announcements

– Gilat entered into an OEM purchase and global marketing agreement with Proxim Wireless Corporation. The agreement is part of an implementation by Gilat of its strategy to expand its product portfolio using Gilat’s core competencies. Gilat now offers SkyMP WiMAX, Wi-Fi Mesh and other Broadband Wireless Access solutions to its existing and potential customers.

– Gilat was chosen by WIN TSS (Telecom Security Systems) Nigeria Ltd. to provide a broadband satellite communications network and outsourced network services for the recent national elections in Nigeria. WIN TSS is using the Gilat SkyEdge VSAT network to provide a reliable, high-speed data and voice communications transmission backbone between national election headquarters in FCT (Abuja), the headquarters in 36 state capitals, and all of the LGA (Local Government Area) sites nationwide.

– Gilat provided a broadband satellite network, with more than 3,000 VSATs for deployment at one of Europe’s large retail chains. The network, based on Gilat’s SkyEdge Pro VSATs, will enable cost-effective and reliable broadband communications to be provided to thousands of the chain’s stores located in European countries. The network will be used for Point of Sale (POS) applications, ATM services and video and audio streaming

– DCC Satellite & Networks Ltd., expanded its network with Gilat’s SkyEdge platform to serve its customers in Nigeria. DCC will use the SkyEdge network to provide services such as videoconferencing, IP multicasting and VoIP to Nigeria’s corporations, financial and government institutions, manufacturing plants and other businesses.

– Gilat has been chosen by one of Nigeria’s leading Internet Service Providers, Hyperia Ltd., to provide a SkyEdge broadband satellite hub, and initially, several hundred VSAT terminals. The VSAT network will enable Hyperia to expand its services in West Africa and to provide multiple services such as broadband IP, telephony, mesh voice, mesh IP and video conferencing.

Gilat will host a conference call today at 10:00 AM EST. In order to ensure audio access, participants from the U.S. should dial in at (888) 668-9141, participants from Canada should dial in at (888) 604-5839, and international participants should dial in at (972) 3-918-0650. The presentation may be accessed through the Company’s website at www.gilat.com prior to the call. The call will also be available as a Webcast on the Company’s website at: www.gilat.com and will be archived for 30 days.

Press Release (count.)

About Gilat Satellite Networks Ltd.

Gilat Satellite Networks Ltd. (Nasdaq: 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 (“GNS”), which is a provider of network systems and associated professional services to service providers and operators worldwide; (ii) Spacenet Inc., which provides managed services in North America for businesses and governments through its Connexstar service brand and for consumers through its StarBand service brand; (iii) Spacenet Rural Communications, which offers rural telephony and Internet access solutions to remote areas primarily in Latin America.

Gilat was founded in 1987 and has shipped over 670,000 Very Small Aperture Terminals (VSATs) to more than 85 countries across six continents. Gilat’s headquarters is located in Petah Tikva, Israel. The Company has 16 sales and service offices worldwide. Gilat markets the SkyEdge ™ Product Family which includes the SkyEdge™ Pro, SkyEdge™ IP, SkyEdge™ Call, SkyEdge™ DVB-RCS and SkyEdge™ Gateway. In addition, the Company markets numerous other legacy products.

Certain statements made herein that are not historical are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. 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 maintain 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.

Notes:

(1) The attached summary financial statements were prepared in accordance with U.S. GAAP. The attached summary financial statements for Q1 2007 are unaudited. To supplement the consolidated financial statements presented in accordance with GAAP, the Company presents Gilat’s net income, EBITDA and earnings per diluted share, before the share-based payment charge, which is the non-cash stock option expense as per SFAS 123 (R). This non-GAAP presentation of net income, EBITDA and earnings per share is provided to enhance the understanding of the Company’s historical financial performance and comparability between periods.

Press Release (count.)

(2) Operating income (loss) before depreciation, amortization, non cash stock option expenses as per SFAS 123(R) and exceptional items, (‘EBITDA’) is presented because it is a measure commonly used and is presented solely in order to improve the understanding of the Company’s operating results and to provide further perspective on these results. EBITDA, however, should not be considered as an alternative to operating income (loss) or net income (loss) for the period as an indicator of the operating performance of the Company.

Similarly, EBITDA should not be considered as an alternative to cash flows from operating activities as a measure of liquidity. EBITDA is not a measure of financial performance under generally accepted accounting principles and may not be comparable to other similarly titled measures for other companies. EBITDA may not be indicative of the historic operating results of the Company; nor is it meant to be predictive of potential future results. Reconciliation between the Company’s Operating income (loss) and EBIDTA is presented in the attached summary financial statements.

Gilat IR
Ayelet Shaked
Director of IR, Gilat Satellite Networks Ltd.
Tel: +972 2 925 2598
ayelets@gilat.com

Investor Contact: USA
Rachel Levine
The Global Consulting Group (GCG)
Tel: +1 646-284-9439
rlevine@hfgcg.com

GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED BALANCE SHEET
US dollars in thousands

March 31,
 December 31,
2007
 2006
Unaudited
 
     ASSETS            
   
CURRENT ASSETS:   
   Cash and cash equivalents    98,477    149,545  
   Held to maturity marketable securities    38,994    -  
   Short-term restricted cash    9,190    5,137  
   Restricted cash held by trustees    10,026    7,113  
   Trade receivables (net of allowance for doubtful accounts)    33,670    29,612  
   Inventories    22,395    26,368  
   Other current assets    43,205    40,428  
   
Total current assets     255,957    258,203  
   
    LONG-TERM INVESTMENTS AND RECEIVABLES:   
   Long term Held to maturity marketable securities    19,412    -  
   Long-term restricted cash    6,298    6,337  
   Long-term restricted cash held by trustees    12,901    15,646  
   Severance pay fund    11,019    10,534  
   Long-term trade receivables, receivables in respect of capital leases  
      and other receivables    15,312    19,241  
   
     64,942    51,758  
   
PROPERTY AND EQUIPMENT, NET     117,858    121,366  
   
INTANGIBLE ASSETS AND DEFERRED CHARGES, NET     8,974    8,887  
   
TOTAL ASSETS     447,731    440,214  

GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED BALANCE SHEET
US dollars in thousands

March 31,
 December 31,
2007
 2006
Unaudited
 
     LIABILITIES AND SHAREHOLDERS' EQUITY            
   
CURRENT LIABILITIES:   
   Short-term bank credit    5,500    1,200  
   Current maturities of long-term loans    5,789    6,537  
   Trade payables    19,954    21,258  
   Accrued expenses    21,214    21,400  
   Short-term advances from customer held by trustees    15,045    15,045  
   Other accounts payable    76,744    72,129  
   
Total current liabilities     144,246    137,569  
   
LONG-TERM LIABILITIES:   
   Accrued severance pay    11,579    10,640  
   Long-term advances from customer held by trustees    13,102    16,863  
   Long-term loans, net    22,304    22,318  
   Accrued interest related to restructured debt    3,147    3,147  
   Convertible subordinated notes    16,331    16,333  
   Other long-term liabilities    20,237    21,285  
   
Total long-term liabilities     86,700    90,586  
   
COMMITMENTS AND CONTINGENCIES   
   
SHAREHOLDERS' EQUITY:   
   Share capital - Ordinary shares of NIS 0.2 par value    1,760    1,757  
   Additional paid in capital    854,229    853,350  
   Accumulated other comprehensive income    942    702  
   Accumulated deficit    (640,146 )  (643,750 )
   
Total shareholders' equity     216,785    212,059  
   
Total liabilities and shareholders' equity     447,731    440,214  

GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except per share data)

Three months ended
March 31,
2007
 2006
Unaudited
 Unaudited
 
Revenues      68,038    58,589  
Cost of Revenues    43,223    36,873  
Gross profit       24,815     21,716  
Research and development expenses:   
Expenses incurred    4,317    3,663  
Less - grants    348    97  
     3,969    3,566  
Selling and marketing, general and administrative expenses    17,095    15,926  
Operating income       3,751     2,224  
Financial income (expenses), net and other    1,456    (812 )
Income before taxes on income       5,207     1,412  
Taxes on income    294    192  
Net income       4,913     1,220  
   
Basic net earnings per share     0.13    0.05  
Diluted net earnings per share     0.12    0.05  
   
Shares used in basic net earnings per share computation       38,855     22,596  
Shares used in diluted net earnings per share computation       41,105     23,650  

GILAT SATELLITE NETWORKS LTD.
RECONCILIATION BETWEEN GAAP AND NON-GAAP STATEMENT OF INCOME
FOR COMPARATIVE PURPOSES
U.S. dollars in thousands (except per share data)

Three months ended
March 31,
2007
 2006
Unaudited
 Unaudited
 
   GAAP operating income      3,751    2,224  
   Non-cash stock options expenses (1)    426    1,448  
   Non-GAAP operating income       4,177     3,672  
        
   GAAP net income    4,913    1,220  
   Non-cash stock options expenses (1)    426    1,448  
   Non-GAAP net income       5,339     2,668  
        
   GAAP Earnings per share (diluted)    0.12    0.05  
   Non-cash stock options expenses (1)    0.01    0.06  
   Non-GAAP Earnings per share (diluted)       0.13     0.11  
        
(1) Non-cash stock options expenses:   
      Cost of Revenues    -    64  
      Research and development    3    56  
      Selling, general, marketing and adiministrative    423    1,328  
        426     1,448  

GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
US dollars in thousands

Three months ended
March 31,
2007
 2006
Unaudited
 Unaudited
 
Cash flows from operating activities:            
Net income     4,913    1,220  
Adjustments required to reconcile net income   
to net cash provided by operating activities:   
Depreciation and amortization    4,850    5,022  
Gain from disposal of a subsidiary    -    (60 )
Stock compensation relating options    426    1,448  
Accretion of discount    -    161  
Accrued severance pay, net    453    417  
Interest accrued on short and long-term restricted cash    (260 )  (78 )
Exchange rate differences on long-term loans    77    161  
Exchange rate differences on loans to employees    (28 )  134  
Capital loss from disposal of property and equipment    143    42  
Deferred tax liabilities    (44 )  (411 )
   
Increase in trade receivables, net    (4,041 )  (1,232 )
Decrease (increase) in other assets (including short-term, long-term
and deferred charges)		    737    (1,706 )
Decrease (increase) in inventories    3,490    (4,954 )
Increase (decrease) in trade payables    (1,319 )  1,513  
Increase in accrued expenses    114    948  
Decrease in advances from customer held
 by trustees, net (including long-term)		    (3,761 )  (1,862 )
Increase in other accounts payable and other long term liabilities  
   mainly deferred revenue    2,112    1,631  
   
Net cash provided by operating activities       7,862     2,394  

GILAT SATELLITE NETWORKS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
US dollars in thousands

Three months ended
March 31,
2007
 2006
Unaudited
 Unaudited
 
Cash flows from investing activities:            
Purchase of property and equipment    (682 )  (1,219 )
Investment in held to maturity marketable securities    (58,406 )  -  
Proceeds from short-term bank deposits    -    3,300  
Loans to employees, net    288    74  
Investment in restricted cash held by trustees    -    (1,838 )
Proceeds from restricted cash held by trustees    92    1,205  
Investment in restricted cash (including long-term)    (4,446 )  (1,711 )
Proceeds from restricted cash (including long-term)    433    8,161  
Investment in other assets    -    (6 )
   
Net cash provided by (used in) investing activities     (62,721 )  7,966  
   
Cash flows from financing activities:   
   
Exercise of options, net    414    341  
Issuance expenses of ordinary shares    (259 )  -  
Short-term bank credit, net    4,300    (8,158 )
Repayment of long-term loans    (842 )  (841 )
   
Net cash provided by (used in) financing activities       3,613     (8,658 )
   
Effect of exchange rate differences on cash and cash equivalents    178    255  
   
Increase (decrease) in cash and cash equivalents       (51,068 )   1,957  
   
Cash and cash equivalents at the beginning of the period       149,545     74,929  
   
Cash and cash equivalents at the end of the period       98,477     76,886  

GILAT SATELLITE NETWORKS LTD.
CONDENSED EBITDA
US dollars in thousands

Three months ended
March 31,
2007
 2006
Unaudited
 Unaudited
 
Operating income      3,751    2,224  
Add:  
Non-cash stock option expenses    426    1,448  
Deprecation and amortization    4,850    5,022  
EBITDA       9,027     8,694