FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                      For the month of January 2006 No. 3

                            TOWER SEMICONDUCTOR LTD.
                 (Translation of registrant's name into English)

                    P.O. BOX 619, MIGDAL HAEMEK, ISRAEL 23105
                    (Address of principal executive 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 [_]

     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 [_]     No [X]




     On January 9, 2006, the Registrant clarified terms of its rights offering
in response to questions raised by U.S. market participants - no change in
offering terms. Attached hereto is a copy of the press release.

     This Form 6-K is being incorporated by reference into all effective
registration statements filed by us under the Securities Act of 1933.




                                   SIGNATURES

     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.


                                            TOWER SEMICONDUCTOR LTD.



Date: January 9, 2006                       By: /s/ Nati Somekh Gilboa
                                            --------------------------
                                            Nati Somekh Gilboa
                                            Corporate Secretary




       TOWER SEMICONDUCTOR CLARIFIES TERMS OF RIGHTS OFFERING IN RESPONSE
                TO QUESTIONS RAISED BY U.S. MARKET PARTICIPANTS;

                           NO CHANGE IN OFFERING TERMS

     MIGDAL HAEMEK, Israel, January 9, 2006 -- Tower Semiconductor Ltd. (NASDAQ:
TSEM; TASE: TSEM), a pure-play independent specialty foundry, in response to
questions from U.S. market participants, today issued a clarification with
respect to the terms of its rights to purchase its Convertible Debentures due
2012.

     As described in Tower's prospectus dated December 15, 2005, each right
allows the holder to purchase $100 principal amount of debentures. Holders of
the debentures will be entitled to purchase, at a subscription price of $100,
$100 of Tower's US dollar denominated convertible debentures. The debentures
will be convertible into Tower's ordinary shares at a conversion price of $1.10
per share. The debentures will be convertible commencing the day after the
debentures are listed for trading on the Tel Aviv Stock Exchange through
December 27, 2011.

     The rights are listed on the Nasdaq Capital Market under the symbol
"TSEMR", for one day only, today January 9, 2006. The rights may be exercised
through January 12, 2006 at 5:00 p.m., New York City time, and will expire if
not exercised prior to that time. The debentures have been approved for listing
on the Nasdaq Capital Market under the symbol "TSEMG" and on the Tel Aviv Stock
Exchange under the symbol "TSEM.C2". Trading of the debentures on the TASE and
on the Nasdaq Capital Market will commence as soon as practicable after the
rights expiration date.

     In trading today on the Tel Aviv Stock Exchange, the rights (on a
full-right equivalent basis) traded in a range of approximately US $46 to $58
per right, with a closing price of approximately $51, and the Ordinary Shares
traded in a range of approximately US $1.61 to $1.79 per share, with a closing
price of approximately US $1.68.

     The terms of the rights distribution and convertible debentures are
described in the prospectus included in the registration statement filed in
connection with the distribution of the rights. Copies of the prospectus can be
obtained from the US Securities and Exchange Commission's EDGAR website at
www.sec.gov, from the Israel Securities Authority's Magna website at
www.magna.isa.gov.il or from Tower's website at www.towersemi.com.


ABOUT TOWER SEMICONDUCTOR LTD.

Tower Semiconductor Ltd. is a pure-play independent specialty foundry
established in 1993. The company manufactures integrated circuits with
geometries ranging from 1.0 to 0.13 micron; it also provides complementary
technical services and design support. In addition to digital CMOS process
technology, Tower offers advanced non-volatile memory solutions, mixed-signal
and CMOS image-sensor technologies.




CONTACT:

     Tower Semiconductor
     Ilanit Vudinsky, +972 4 650 6434
     ilanitvu@towersemi.com

           or

     Pacifico Inc.
     PR Agency Contact
     Mary Curtis, +1 408 293 8600
     mcurtis@pacifico.com