REGISTRATION RIGHTS AGREEMENT



                                   among





                         GILAT COMMUNICATIONS LTD.

                              (the "Company")





                                    and





                   SHAMROCK HOLDINGS OF CALIFORNIA, INC.

























                         Dated as of June 30, 2000

<PAGE>











     This Registration Rights Agreement (the "Agreement"), dated as of June

30, 2000, is by and among Gilat  Communications  Ltd.,  an Israeli  company

(the "Company"),  and Shamrock  Holdings of California,  Inc., a California

corporation.



     WHEREAS,  the  Company  proposes  to issue  and sell to the  Purchaser

Convertible  Notes  pursuant to the Note  Purchase  Agreement (as each such

term is defined herein); and



     WHEREAS,  as a condition of entering into the Note Purchase Agreement,

the Purchaser has requested that the Company extend it registration  rights

and other rights as set forth herein; and



     NOW, THEREFORE,  in consideration of the mutual promises and covenants

contained in this  Agreement and the Note Purchase  Agreement,  the parties

agree as follows:



     1. Certain Definitions. As used in this Agreement, the following terms

shall have the following respective meanings:



     "Affiliate" of any specified person means any other person directly or

indirectly  controlling  or  controlled  by or under the direct or indirect

common  control with such  specified  person,  provided,  however,  that no

Purchaser shall be deemed an Affiliate of the Company for purposes  hereof.

For the purposes of this definition, "control" (including, with correlative

meanings,  the terms  "controlled by" and "under common control with"),  as

used with  respect to any person,  shall mean the  possession,  directly or

indirectly, of the power to direct or cause the direction of the management

or  policies  of such  person,  whether  through  the  ownership  of voting

securities  or  by  agreement  or  otherwise.  For  the  purposes  of  this

Agreement,  Affiliates of the Purchaser  shall include (i) any entity which

50% or more of its  voting or equity  securities  are  owned,  directly  or

indirectly,  by Shamrock Holdings, Inc. or Shamrock Holdings of California,

Inc.,  any  executive  officers  of  Shamrock  Holdings,  Inc.  or Shamrock

Holdings of California,  Inc. and/or any member of the Roy E. Disney family

(or any trust for his/her  benefit)  and (ii) any entity in which  Shamrock

Holdings  Inc. or Shamrock  Holdings of  California or any of the foregoing

referenced in (i) serves as a general partner or manager.



     "Commission"  means the  Securities  and Exchange  Commission,  or any

other federal agency at the time administering the Securities Act.



     "Conversion  Shares"  means  shares of  Ordinary  Shares  issued  upon

conversion of the Convertible Notes.



     "Convertible  Notes"  means  the  notes  issued  pursuant  to the Note

Purchase  Agreement,  including the Additional Notes (as defined  therein),

and any notes issued in replacement or exchange of such notes.



     "Exchange Act" means the Securities  Exchange Act of 1934, as amended,

and the rules and regulations of the Commission thereunder, as amended.



     "Initiating  Holders"  means  the  beneficial  owners  (as  determined

pursuant  to  Rule  13d-3  of the  Exchange  Act)  of at  least  30% of the

Conversion  Shares,  at the time that a request  for  registration  is made

under Section 2.



     "Ordinary  Shares" means the Ordinary  Shares,  nominal value NIS 0.01

each, of the Company.



     "Note  Purchase   Agreement"  mean  the   Convertible   Note  Purchase

Agreement,  dated  as of  the  date  hereof,  among  the  Company  and  the

Purchaser.



     "Permitted  Transferees"  means (i) any Affiliate of Shamrock Holdings

of California,  Inc., and (ii) Private Equity Holding, A.G. ("PEH") and any

entity which controls, is controlled by or under common control with, PEH.



     "Purchasers"  means  Shamrock  Holdings of  California,  Inc.  and any

subsequent assignee of rights hereunder pursuant to Section 12 herein.



     "Registrable  Shares"  means  (i) the  Conversion  Shares  issued  and

issuable  upon  conversion  of the  Convertible  Notes;  (ii) any shares of

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