13-D/A

SEC 1746
(11-02)
Potential persons who are to respond to the collection of information contained in this form are
not required to respond unless the form displays a currently valid OMB control number.


OMB APPROVAL
 OMB Number: 3235-0145
 Expires: December 31, 2005
 Estimated average burden
 hours per response...11

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*


Gilat Satellite Networks Ltd

(Name of Issuer)


Ordinary Shares, par value NIS 0.20 per share

(Title of Class of Securities)


M51474-10-0

(CUSIP Number)


CAROL SHAKED from ISRAEL DISCOUNT BANK LTD.
Yehuda Halevi Str. Tel-Aviv Israel TL.972-3-5146569

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)


February 13 , 2003

(Date of Event which Requires Filing of this Statement)

  If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

  Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

  * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



CUSIP No. ..M51474-10-0

1  Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
 ISRAEL DISCOUNT BANK LTD. 13-1953609
2  Check the Appropriate Box if a Member of a Group (See Instructions)
 (a)
 (b)
3  SEC Use Only
 
4  Source of Funds (See Instructions) :

 WC
5  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 
6  Citizenship or Place of Organization :

 ISRAEL
 Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7  Sole Voting Power :

 1,962,518
8  Shared Voting Power

 
9  Sole Dispositive Power :

 1,962,518
10  Shared Dispositive Power

 
11  Aggregate Amount Beneficially Owned by Each Reporting Person

 1,962,518 Ordinary Shares
12  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 
13  Percent of Class Represented by Amount in Row (11) :

 8.83%


14. Item 1.      .Security and Issuer

  This Amendment No. 3 (“Amendment No. 3”) to Schedule 13D is filed by the undersigned to amend and supplement the Schedule 13D, dated November 30, 2003 filed by the undersigned, relating to the ordinary shares, par value NIS 0.20 per share (“Ordinary Shares”), of Gilat Satellite Networks Ltd., a corporation organized under the laws of Israel (the “Company” or “Gilat”), the principal executive offices of which are located at 21 Yegia Kapayim Street, Kiryat Arye, Petah Tikva 49130, Israel.

  This Amendment No. 3 is being filed by the undersigned to report the aggregate sale of 381,589 Ordinary Shares by the undersigned.

  Item 2.      Identity and Background

  (a) This statement is filed by Israel Discount Bank Limited (“IDBL”). As of February 12, 2004 the State of Israel owns 57.09% of the equity and voting rights of IDBL, Bank Leumi (Through its provident Funds and Mutual Funds) holds 5.23% of the equity and voting rights, Bank Hapoalim (Through its provident Funds and Mutual Funds) holds 6.44% of the equity and voting rights And the remaining shares (31.24%) are held by the public and traded on the Tel-Aviv Stock Exchange



  (b) The address of the principal office of IDBL is 27 Yehuda Halevi Street. Tel-Aviv 65136, Israel

  (c) IDBL is a commercial bank.

  The name, citizenship, business address, present principal occupation or employment of each of the executive officers and directors of the reporting person is set forth on Schedule A hereof and incorporated herein by reference.

  (d) Neither IDBL nor, to the best of IDBL’s knowledge, no executive officer or director serving today has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the past five years.

  (e) To the best of IDBL’s knowledge, neither IDBL nor any of its executive officers or directors has, during the last five years, been party to a civil proceeding of a judical or administrative body of competent jurisdiction which as a result of such proceedings was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

  (f) IDBL is organized in Israel.

  Item 3.      Source and Amount of Funds or Other Consideration

  Not applicable

  Item 4.      Purpose of Transaction

  Sale of assets

  Item 5.      Interest in Securities of the Issuer

  (a) As of the date of the Amendment No. 3, IDBL holds 1,962,518 ordinary shares, representing approximately 8.83% of the Ordinary Shares outstanding.

  (b) IDBL has the power to vote and dispose of all ordinary shares held .

  (c) This Amendment No. 3 is being filed by the undersigned to report the aggregate sale of 381,589 Ordinary Shares by the undersigned.

  (d) To the best of IDBL’s knowledge no person is known to have the power to direct the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the ordinary shares.

  (e) N/A

  Item 6.      Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

  Item 7.      Material to Be Filed as Exhibits

  The following shall be filed as exhibits: copies of written agreements relating to the filing of joint acquisition statements as required by §240.13d-1(k) and copies of all written agreements, contracts, arrangements, understandings, plans or proposals relating to: (1) the borrowing of funds to finance the acquisition as disclosed in Item 3; (2) the acquisition of issuer control, liquidation, sale of assets, merger, or change in business or corporate structure or any other matter as disclosed in Item 4; and (3)the transfer or voting of the securities, finder’s fees, joint ventures, options, puts, calls, guarantees of loans, guarantees against loss or of profit, or the giving or withholding of any proxy as disclosed in Item 6



Signature

After reasonable 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.

Date February 16 2004




Signature
David Peleg
Vice President



Name/Title:
Carol Shaked
Business Manager

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)



Schedule A

Name Citizen-
ship
Business Address Occupation
 
Arie Mientkavich Israel Yehuda Halevi 27 Chairman of the Board of IDBL
    Tel-Aviv, Israel
Prof. Zvi Adar Israel Tel-Aviv University Member, Faculty of Management, Tel
    Recanati Building Aviv University
    Tel-Aviv, Israel
Gad Arbel Israel Hashalom Street 96 Economic Financial Adviser
    Mevasseret Zion, Israel
Nissim Baruch Israel Dubnov Street 13 Economic Consultant
    Jerusalem, Israel
Ittamar Givton Israel Dereh Menahem Begin 74 Managing Director, Automotive
    Tel- Aviv, Israel Equipment Group
Elie Goldschmidt Israel Rotchild Boulevard 73 Manager and Communications
    Tel -Aviv, Israel
Willi Itzhaki Israel Dizengoff Street 158 Attorney
    Tel-Aviv, Israel
Yaacov Lifshitz Israel Hamery Street 49 Economist
    Givatayim, Israel
Yehuda Milo Israel Yanush Korcak Street 17 Economic Consultant
    Raanana, Israel
Dr. Arie Ovadia Israel Ravotzki Street 35 Economic Consultant and University
    Raanana, Israel Lecturer
Tsippi Samet Israel Hatavor Street 13/6 General Manager
    Mevasseret Zion, Israel
David Schlachet Israel Einstein street 40 Managing Partner, BIOCOM
    Tel -Aviv, Israel (Management) Ltd.
Tida Shamir Israel Hayezira street 3A Attorney
    Ramat Gan, Israel
Joseph Singer Israel Hayezira Street 3 Managing Director, Singer & Even Ltd.
    Ramat Gan, Israel
Noga Yatziv Israel Arania 23 Secretary, Israel Corporation Ltd.
    Tel-Aviv, Israel


Name Citizen-
ship
Business Address Occupation
 
Giora Offer Israel Yehuda Halevi 27 President & Chief Executive
    Tel-Aviv, Israel Officer of IDBL
Dr. Amnon Goldschmidt Israel Yehuda Halevi 27 Senior Executive
    Tel-Aviv, Israel Vice President of IDBL
Reuven Spiegel Israel Yehuda Halevi 27 Executive Vice President of IDBL
    Tel-Aviv, Israel
Ronit Abramson Rokach Israel Yehuda Halevi 17 Executive Vice President of IDBL
    Tel-Aviv, Israel
Nissim Alagem Israel Yehuda Halevi 27 Executive Vice President of IDBL
    Tel-Aviv, Israel
Linda Ben Shoshan Israel Yehuda Halevi 27 Executive Vice President of IDBL
    Tel-Aviv, Israel
Joseph Beressi Israel Herzl 160 Executive Vice President & Chief
    Tel-Aviv, Israel Accountant of IDBL
Israel David Israel Yehuda Halevi 27 Executive Vice President of IDBL
    Tel-Aviv, Israel



Name Citizen-
ship
Business Address Occupation
 
Noam Hanegbi Israel Herzl 160 Executive Vice President of IDBL
    Tel-Aviv, Israel
Rony Hizkiaho Israel Yehuda Halevi 27 Executive Vice President of IDBL
    Tel-Aviv, Israel
Eli Hoter Israel Yehuda Halevi 27 Executive Vice President of IDBL
    Tel-Aviv, Israel

Page 2 of 2 pages