---------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------

                                 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

                                RSTAR CORPORATION
                       (Name of Subject Company (Issuer))

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

                     Common Stock, Par Value $0.01 Per Share
                         (Title of Class of Securities)

                                   74973F 104
                      (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)

                                   Copies to:

        Steven G. Tepper, Esq.                      Jonathan Klein, Esq.
           Arnold & Porter                    Piper Marbury Rudnick & Wolfe LLP
           399 Park Avenue                       1251 Avenue of the Americas
       New York, New York 10022                    New York, New York 10020
         Tel: (212) 715-1140                         Tel: (212) 835-6000
         Fax: (212) 715-1399                         Fax: (212) 835-6001

[ ]  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.
                                         ----------

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

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

[ ]  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 amends and supplements the Tender Offer Statement on
Schedule TO (the "Schedule TO") filed with the Securities and Exchange
Commission ("SEC") on February 14, 2002, relating to the exchange offer (the
"Exchange Offer") by rStar Corporation, a Delaware corporation ("rStar"), and
Gilat Satellite Networks Ltd., an Israeli corporation and a majority stockholder
of rStar ("Gilat," and together with rStar, the "Offer"), to exchange up to
6,315,789 shares of rStar common stock, par value $0.01 per share (the
"Shares"), for 0.0738 of a Gilat ordinary share and cash consideration in an
amount between $0.32 and $1.58, per share, less any required withholding taxes,
net to the seller, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Exchange/Prospectus and related Letter of
Transmittal filed as Exhibits (a)(4) and (a)(1)(A), respectively, to the
Schedule TO. The exact amount of the cash consideration will be calculated
pursuant to a formula described in the Offer to Exchange/Prospectus, which is
based upon the average closing price for the Gilat ordinary shares over a period
of time ending before the expiration of the exchange offer. This Amendment No. 2
to the Schedule TO is being filed on behalf of rStar and Gilat.

All of the information set forth in the Offer to Exchange/Prospectus and related
Letter of Transmittal, each as may be amended from time to time, and any
prospectus supplement or other supplement thereto related to the Exchange Offer
and filed with the Securities & Exchange Commission by Gilat and/or rStar, is
hereby incorporated by reference in answer to Items 1 through 11 of the
Schedule TO, and is supplemented by the information specifically provided
herein.

The sole purpose of this Amendment No. 3 is to change the Exhibit Index to file
the joint press release issued by Gilat and rStar on April 1, 2002 regarding the
temporary suspension of the exchange offer.

                                       4

ITEM 12.  EXHIBITS

          (a)(1)(A)      Letter of Transmittal (incorporated by reference to
                         Exhibit 99.1 to the Gilat Form F-4 (333-71422) filed
                         on March 28, 2002).
          (a)(1)(B)      Notice of Guaranteed Delivery (incorporated by
                         reference to Exhibit 99.2 to the Gilat Form F-4
                         (333-71422) filed on March 28, 2002).
          (a)(1)(C)      Letter to Brokers, Dealers, Commercial Banks, Trust
                         Companies and Other Nominees (incorporated by
                         reference to Exhibit 99.3 to the Gilat Form F-4
                         (333-71422) filed on March 28, 2002).
          (a)(1)(D)      Letter to Clients for use by Brokers, Dealers,
                         Commercial Banks, Trust Companies and Other Nominees
                         (incorporated by reference to Exhibit 99.4 to the
                         Gilat Form F-4 (333-71422) filed on March 28,
                         2002).
          (a)(1)(E)      Guidelines for Certification of Taxpayer Identification
                         Number on Substitute Form W-9 (incorporated by
                         reference to Exhibit 99.5 to the Gilat Form F-4
                         (333-71422) filed on March 28, 2002).
          (a)(1)(F)      Joint Press Release issued by Gilat and rStar on April
                         25, 2001 (incorporated by reference to Form 425 filed
                         by rStar on April 25, 2001).
          (a)(1)(G)      Joint Press Release issued by Gilat and rStar on
                         September 10, 2001 (incorporated by reference to Form
                         425 filed by rStar on September 10, 2001).
          (a)(1)(H)      Joint Press Release issued by Gilat and rStar on
                         January 2, 2002 (incorporated by reference to Form 425
                         filed by rStar on January 2, 2002).
          (a)(1)(I)      Joint Press Release issued by Gilat and rStar on
                         February 19, 2002.*
          (a)(1)(J)      Joint Press Release issued by Gilat and rStar on
                         April 1, 2002.
          (a)(2)         Not applicable.
          (a)(3)         Not applicable.
          (a)(4)         Offer to Exchange/Prospectus (incorporated by reference
                         to the Gilat Form F-4 (333-71422) filed on
                         March 28, 2002).
          (a)(5)         Annual Report of Gilat on Form 20-F/A for the fiscal
                         year ended December 31, 2000 (Amendment No. 4) filed
                         on March 27, 2002.*
          (b)            Not applicable.
          (d.1)          Second Amended and Restated Acquisition Agreement,
                         dated December 31, 2001, by and among rStar, Gilat, and
                         Gilat to Home Latin America (Holland) N.V.
                         (incorporated by reference to Exhibit 2.1 to the Gilat
                         Form F-4 (333-71422) filed on January 15, 2002).
          (d.2)          Voting Agreement, dated April 23, 2001, among (i) The
                         Mortensen 2000 Family Resource Trust, The Mortensen
                         Charitable Trust, CAVCO of North Florida, Inc., The
                         Arnouse Charitable Trust and Michael Arnouse, (ii)
                         rStar, and (iii) Gilat and Gilat Satellite Networks
                         (Holland) B.V.*
          (g)            Not applicable.
          (h)            Not applicable.

ITEM 13.   INFORMATION REQUIRED BY SCHEDULE 13E-3.

          (a)            Not applicable.


       -------------------
       * Previously filed.


                                       5

                                    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.


                                            rSTAR CORPORATION


Date: April 1, 2002                       By: /s/ Lance Mortensen
---------------------                       --------------------------------
                                                Name:  Lance Mortensen
                                                Title: Chief Executive Officer



                                            GILAT SATELLITE NETWORKS LTD.


Date: April 1, 2002                       By: /s/ Yoav Leibovitch
-----------------------                      --------------------------------
                                                Name:  Yoav Leibovitch
                                                Title: Vice President, Finance
                                                       and Administration and
                                                       Chief Financial Officer


                                       6




                                       INDEX OF EXHIBITS
                                       -----------------


          Exhibit No.                    Description
          -----------                   -----------
          (a)(1)(A)     Letter of Transmittal (incorporated by reference to
                        Exhibit 99.1 to the Gilat Form F-4 (333-71422) filed on
                        March 28, 2002).
          (a)(1)(B)     Notice of Guaranteed Delivery (incorporated by
                        reference to Exhibit 99.2 to the Gilat Form F-4
                        (333-71422) filed on March 28, 2002).
          (a)(1)(C)     Letter to Brokers, Dealers, Commercial Banks, Trust
                        Companies and Other Nominees (incorporated by reference
                        to Exhibit 99.3 to the Gilat Form F-4 (333-71422) filed
                        on March 28, 2002).
          (a)(1)(D)     Letter to Clients for use by Brokers, Dealers,
                        Commercial Banks, Trust Companies and Other Nominees
                        (incorporated by reference to Exhibit 99.4 to the Gilat
                        Form F-4 (333-71422) filed on March 28, 2002).
          (a)(1)(E)     Guidelines for Certification of Taxpayer Identification
                        Number on Substitute Form W-9 (incorporated by
                        reference to Exhibit 99.5 to the Gilat Form F-4
                        (333-71422) filed on March 28, 2002).
          (a)(1)(F)     Joint Press Release issued by Gilat and rStar on April
                        25, 2001 (incorporated by reference to Form 425 filed
                        by rStar on April 25, 2001).
          (a)(1)(G)     Joint Press Release issued by Gilat and rStar on
                        September 10, 2001 (incorporated by reference to Form
                        425 filed by rStar on September 10, 2001).
          (a)(1)(H)     Joint Press Release issued by Gilat and rStar on
                        January 2, 2002 (incorporated by reference to Form 425
                        filed by rStar on January 2, 2002).
          (a)(1)(I)     Joint Press Release issued by Gilat and rStar on
                        February 19, 2002.*
          (a)(1)(J)     Joint Press Release issued by Gilat and rStar on
                        April l,2002.
          (a)(2)        Not applicable.
          (a)(3)        Not applicable.
          (a)(4)        Offer to Exchange/Prospectus (incorporated by reference
                        to the Gilat Form F-4 (333-71422) filed on March 28,
                        2002).
          (a)(5)        Annual Report of Gilat on Form 20-F/A for the fiscal
                        year ended December 31, 2000 (Amendment No. 4) filed
                        on March 27, 2002.*
          (b)           Not applicable.
          (d.1)         Second Amended and Restated Acquisition Agreement,
                        dated December 31, 2001, by and among rStar, Gilat, and
                        Gilat to Home Latin America (Holland) N.V.
                        (incorporated by reference to Exhibit 2.1 to the Gilat
                        Form F-4 (333-71422) filed on January 15, 2002).
          (d.2)         Voting Agreement, dated April 23, 2001, among (i) The
                        Mortensen 2000 Family Resource Trust, The Mortensen
                        Charitable Trust, CAVCO of North Florida, Inc., The
                        Arnouse Charitable Trust and Michael Arnouse, (ii)
                        rStar, and (iii) Gilat and Gilat Satellite Networks
                        (Holland) B.V.*
          (g)           Not applicable.
          (h)           Not applicable.




            -------------------
            * Previously filed.

                                      7