6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of October 2010 No. 7

TOWER SEMICONDUCTOR LTD.

(Translation of registrant's name into English)

Ramat Gavriel Industrial Park

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 xForm 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 oNo x

On October 26, 2010, the Registrant offered to sell its series F debentures pursuant to a prospectus supplement filed in Israel.

Attached hereto as Exhibit 99.1 and incorporated herein by reference are portions of the prospectus supplement, pursuant to which the Registrant is offering to sell the series F debentures in Israel in a public offering, based on the terms set forth in the prospectus supplement and in the base shelf prospectus published in Israel and filed by the Registrant on September 6, 2010 with the Israel Securities Authority and the Tel Aviv Stock Exchange, using a “shelf” registration process.  You should read both this prospectus supplement and the base shelf prospectus, including all documents incorporated by reference.

This prospectus supplement provides specific details regarding the offer and sale of up to NIS 400,000,000 principal amount (of which the registrant has already received advanced orders from Israeli institutions for an aggregate principal amount of NIS 311,540,000, as stated in its report filed on Form 6-k on October 25, 2010). The Registrant’s offer to sell its series F debentures is made in Israel to residents of Israel only, will not be registered under the U.S. Securities Act of 1933 and will not be offered or sold in the United States or to US persons (as such term is defined in Regulation S under the Securities Act) absent registration under or applicable exemption from the registration requirements of the Securities Act.

The shelf prospectus includes certain updated information regarding the Registrant. The shelf prospectus, as attached hereto, excludes the Hebrew language portions including information regarding the offering and securities that may be offered.

This Form 6-K is being incorporated by reference into all effective registration statements filed by the registrant 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: October 26, 2010	By:	/s/ Nati Somekh Gilboa
		Name: Nati Somekh Gilboa
		Title: Corporate Secretary

EX-99.1

Exhibit 99.1

10. Information about the Company and the Offering

10.1 About this Prospectus Supplement

This Prospectus Supplement is part of a Shelf Prospectus that we filed with the Israel Securities Authority, or ISA, using a “shelf” registration process. Under this process, we may sell from time to time any combination of the securities described in the Shelf Prospectus in one or more offerings up to the total amounts described in the Shelf Prospectus with respect to each type of securities.

This Prospectus Supplement provides specific information about the offering by us of up to NIS 400,000,000 aggregate principal amount of Series F Convertible Debentures under the Shelf Prospectus.

We have an option to offer to the classified investors that participated in the offer up to an additional 15% aggregate principal amount of Series F Convertible Debentures offered hereunder.

This Prospectus Supplement provides additional information regarding this offering and the description of the Series F Convertible Debentures that are being offered. Generally, when we refer to the prospectus, we are referring to both this Prospectus Supplement and the base Shelf Prospectus. The Prospectus Supplement may also add, update or change information contained in the base prospectus. You should read both this Prospectus Supplement and the base prospectus, together with the additional information described in the base prospectus under the heading “Where You Can Find More Information; Incorporation of Information by Reference.” If the description of this offering varies between the Prospectus Supplement and the base Shelf Prospectus, you should rely on the information in this Prospectus Supplement.

You should rely only on the information contained or incorporated by reference in this Prospectus Supplement and the base Shelf Prospectus. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer and sale is not permitted.

You should not assume that the information appearing in this Prospectus Supplement or the base prospectus is accurate as of any date other than the date on the front cover of the respective documents. You should not assume that the information contained in the documents incorporated by reference in this Prospectus Supplement or the base prospectus is accurate as of any date other than the respective dates of those documents. Our business, financial condition, results of operations, and prospects may have changed since that date.

10.2 Forward-Looking Statements

The statements incorporated by reference or contained in this Prospectus Supplement, the base Shelf Prospectus and the information incorporated by reference herein and therein, discuss our future expectations, contain projections of our results of operations or financial condition, and include other forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended. You should not unduly rely on forward-looking statements contained or incorporated by reference in this prospectus. Such forward-looking statements do not purport to be predictions of future events or circumstances. As such, our actual results and performance may differ materially from those expressed in such forward-looking statements. Forward-looking statements that express our beliefs, plans, objectives, assumptions, future events or performance may involve estimates, assumptions, risks and uncertainties. Such risks and uncertainties are discussed in this prospectus under the heading “Risk Factors”, and in our other filings with the U.S. Securities and Exchange Commission, which are also filed with the Israel Securities Authority. You should read and interpret any forward-looking statements together with these documents. Forward-looking statements often, although not always, include words or phrases such as the following: “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “intends,” “plans,” “projection” and “outlook.”

10.3 Prospectus Supplement Summary

This summary may not contain all of the information that may be important to you. You should read this entire Prospectus Supplement, including the financial data and related notes incorporated by reference in this Prospectus Supplement, before making an investment decision. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause or contribute to such differences include those discussed in “Risk Factors” and “Forward-Looking Statements” in this Prospectus Supplement and the base Shelf Prospectus.

10.4 Company Overview

Tower Semiconductor Ltd. was incorporated in 1993 under the laws of the State of Israel and is subject to the Israeli Companies Law of 1999 (the "Companies Law"). Our shares are listed on the NASDAQ Global Market under the ticker symbol "TSEM" and on the Tel Aviv Stock Exchange in Israel under the symbol "TSEM". Our manufacturing facilities and executive offices are located in the Ramat Gavriel Industrial Park, Post Office Box 619, Midgal Haemek, 23105 Israel, and our telephone number is 972-4-650-6611.

We are a pure-play independent specialty wafer foundry dedicated to the manufacture of semiconductors. Typically, pure-play foundries do not offer products of their own. Rather, they focus on producing integrated circuits, or ICs, based on the design specifications of their customers. We manufacture semiconductors for our customers primarily based on our customers’ or third party designs together with our own process technology and engineering support. We currently offer the manufacture of ICs with geometries ranging from 1.0 to 0.13-micron. We also provide design services and complementary technical services. ICs that we manufacture are incorporated into a wide range of products in diverse markets, including consumer electronics, personal computers, communications, automotive, industrial and medical device products.

Our executive offices are located in the Ramat Gavriel Industrial Park, Post Office Box 619, Migdal Haemek, 23105 Israel, and our telephone number is 972-4-650-6611.

Additional information about us and our operations may be found on our web site: www.towersemi.com. Information on our website is not incorporated by reference in this prospectus.

10.5 Summary Terms of the Offer

Securities Offered:	Up to NIS 400,000,000 aggregate principal amount of Series F Convertible Debentures.
Over-allotment Option:	Up to NIS 60,000,000 aggregate principal amount of Series F Convertible Debentures, equal to up to 15% of the amount of Series F Convertible Debentures offered hereunder, shall be offered to classified investors (“Mashkia Mesuvag”), subject to the aggregate principal amount of Series F Convertible Debentures offered hereunder not exceeding NIS 400,000,000..
Denomination:	The Series F Convertible Debentures will be issued in NIS units, each in the principal amount of NIS 1,000.
Offering Price:	Shall be determined by way of tender, as set forth in Section 2.1 of the Prospectus Supplement, but not less than NIS 950 per each unit in the principal amount of NIS 1,000. See also Sections 2.8.3 and 2.8.4 of the base Shelf Prospectus.
Maturity:	The Series F Convertible Debentures will be repaid in two equal installments with the first on December 31, 2015 and the second on December 31, 2016.
Interest Rate:	The Series F Convertible Debentures will bear interest at a rate per annum of 7.8%.
Interest Payment Dates:	Interest on the outstanding principal of the Series F Convertible Debentures will be paid on June 30 and December 31 of each of the years 2011 through 2016, and on December 31, 2010, for the period ended on the last day before such payment date. Interest will be calculated based on a 365 day year.
Linkage:	The principal and interest will be linked to the exchange rate of the NIS into U.S. Dollar.
Conversion:	The Series F Convertible Debentures will be convertible into our ordinary shares, during the period starting on September 27, 2012 and until December 15, 2016, excluding the period starting on December 16, 2015 and ending on December 31, 2015. The conversion price for the Series F Convertible Debentures (“CD F Conversion Price”) shall be equal to 120% of the average trading price of the Company’s ordinary share on the Tel-Aviv Stock Exchange during the 15 trading days in Israel before September 18, 2012, provided that in no event will the price be more than NIS 6.5 (subject to adjustment as set forth in Section 4.3(c) of the Prospectus Supplement) or less than NIS 1.0, which is the par value of the Company’s ordinary share. In other words, an amount of the Series F Convertible Debentures equal to the CD F Conversion Price will be convertible into one ordinary share, par value NIS 1.0 of the Company, all subject to adjustments as set forth in Section 2.20.3 of the base Shelf Prospectus and Section 4.3(d) of the Prospectus Supplement.
Ranking:	The Series F Convertible Debentures will be unsecured and will be subordinated to any secured indebtedness from time to time outstanding. In addition, The Series F Convertible Debentures are subordinated to our indebtedness to our banks pursuant to the facility agreement with our banks. See Section 4.6 of the Prospectus supplement for further details.

Redemption:	We will not be entitled to call the Series F Convertible Debentures for redemption prior to maturity.
Listing:	We have applied to list the Series F Convertible Debentures for trading on the TASE.
Trustee:	Clal Finance Trustees
Governing Law:	Laws of the State of Israel.

10.6 Risk Factors

An investment in our securities is speculative and involves a high degree of risk. Therefore, you should not invest in our securities unless you are able to bear a loss of your entire investment. Before deciding whether to invest in our securities, you should carefully consider the following factors as well the risk factors in the base shelf in the section entitled “Risk Factors” and the other information contained in this Prospectus Supplement and the base Shelf Prospectus and in the other reports that we file with the Securities and Exchange Commission, or SEC, and that we incorporate by reference into this Prospectus Supplement and the base Shelf Prospectus.

Risks Related to this Offering

The Series F Convertible Debentures are subordinated to our indebtedness to secured creditors.

The debentures are unsecured and are subordinated to (i) the prior payment of approximately $160 million in the aggregate payable to the banks as of August 30, 2010 under Tower’s facility agreement, (ii) any obligations to the Investment Center of the Israeli Ministry of Industry, Trade and Labor related to approximately $165 million in grants received as of August 30, 2010 under the Investment Center’s “Approved Enterprise” program in relation to Fab 2, and (iii) a first ranking charge in favor of SanDisk Corporation, on approximately $10 million of equipment. As a result, upon any distribution to Tower’s creditors, in liquidation or reorganization or similar proceedings, these secured creditors will be entitled to be paid in full before any payment may be made with respect to Tower’s outstanding de bentures. In any of these circumstances, Tower may not have sufficient assets remaining to pay amounts due on any or all of its debentures then outstanding. In addition, Tower is not permitted under the terms of its facility agreements to make a payment on account of their respective debentures, if on the date of such payment an “Event of Default” exists under the facility agreement and such payments may be postponed, depending on various scenarios under the facility agreement (See Section 2.21.3 of the base Shelf Prospectus). If, in such event, we reach an agreement with our banks with respect to the rescheduling of our debts to our banks, then the holders of the Series F Convertible Debentures may be bound thereby (See Section 2.21.3 of the base Shelf Prospectus). The terms of the Indenture permit the Trustee to initiate legal proceedings against us in certain cases (See Section 2.21.6 of the base Shelf Prospectus).

The Series F Convertible Debentures will be unsecured and will be subordinated to any secured debt obligations from time to time outstanding.

The Series F Convertible Debentures will be unsecured and will be subordinated to any secured indebtedness from time to time outstanding. If we default on the Series F Convertible Debentures, or in the event of bankruptcy, liquidation or reorganization, then, to the extent that we have granted security over our assets, the assets that secure these debts will be used to satisfy the obligations under that secured debt before we could make payment on the Series F Convertible Debentures. If there is not enough collateral to satisfy the obligations of the secured debt, then the remaining amounts on the secured debt would share equally with all unsubordinated unsecured indebtedness.

An active trading market for the Series F Convertible Debentures may not develop.

There is no established trading market for the Series F Convertible Debentures. Though we have applied for the listing of the Series F Convertible Debentures on the TASE, an active trading market in the Series F Convertible Debentures may not develop. If a trading market does not develop, purchasers of the Series F Convertible Debentures may not be able to sell them. Even if a trading market for the Series F Convertible Debentures develops, the liquidity of any market for the Series F Convertible Debentures will depend upon the number of holders of the Series F Convertible Debentures, our performance, the market for similar securities, the interest of securities dealers in making a market in the Series F Convertible Debentures and other factors. Accordingly, no assurance can be given as to the liquidity or market price of, or adequate trading markets for, the Series F Convertible Debentures.

We may incur additional indebtedness ranking equally or senior to the Series F Convertible Debentures.

We are permitted to issue additional debt that ranks equally or senior to the Series F Convertible Debentures. If we incur any additional debt that ranks senior to the Series F Convertible Debentures, the holders of that debt will rank senior in right of payment to all existing and future debt and other obligations that are, by their terms, expressly subordinated in right of payment to such debt, including the Series F Convertible Debentures. If we incur any additional debt that ranks on an equal and ratable basis with the Series F Convertible Debentures, the holders of that debt will be entitled to share ratably with the holders of the Series F Convertible Debentures in any proceeds distributed in connection with an insolvency, liquidation, reorganization, dissolution or other winding-up of us subject to satisfaction of certain debt l imitations. This may have the effect of reducing the amount of proceeds paid to you.

Your right to receive payments on the Series F Convertible Debentures will be subordinated to certain statutory liabilities.

We are incorporated under the laws of the State of Israel and any insolvency proceedings would proceed under, and be governed by, Israeli insolvency laws. Under Israeli bankruptcy law, the obligations under the Series F Convertible Debentures are subordinated to certain statutory preferences. In the event of liquidation, such statutory preferences, including claims for salaries, wages, secured obligations, social security, taxes and court fees and expenses, will have preference over any other claims, including claims by any investor in respect of the Series F Convertible Debentures. In addition, the Series F Convertible Debentures are unsecured and therefore statutorily subordinated to our secured creditors (See “The Series F Convertible Debentures are subordina ted to our indebtedness to secured creditors” above).

There are restrictions on your ability to transfer or resell the Series F Convertible Debentures in the United States without registration under applicable U.S. federal and state securities laws.

The Series F Convertible Debentures being offered by this prospectus are being offered and sold in Israel in reliance upon an exemption from registration under U.S. federal and applicable state securities laws. Therefore, you can not transfer or resell the Series F Convertible Debentures in the United States other than pursuant to a registration statement under the Securities Act of 1933, as amended or an exemption from the registration requirements of the U.S. federal and applicable state securities laws.

10.7 Ratio of Earnings to Fixed Charges

Our ratio of earnings to fixed charges in accordance with US GAAP for the periods presented are as follows:

	Six Months Ended June 30, 2010	Year Ended December 31,
		2009	2008	2007	2006	2005
Ratio of earnings to fixed charges	(1)	(2)	(3)	(4)	(5)	(6)

(1) Earnings as adjusted were inadequate to cover fixed charges by $38.7 million in the six months ended June 30, 2010.

(2) Earnings as adjusted were inadequate to cover fixed charges by $125.5 million in 2009.

(3) Earnings as adjusted were inadequate to cover fixed charges by $238.0 million in 2008.

(4) Earnings as adjusted were inadequate to cover fixed charges by $144.3 million in 2007.

(5) Earnings as adjusted were inadequate to cover fixed charges by $173.6 million in 2006.

(6) Earnings as adjusted were inadequate to cover fixed charges by $201.7 million in 2005.

For the purpose of these computations, earnings have been calculated as the sum of (i) pretax income from continuing operations and (ii) amortization of capitalized interest offset by interest capitalized.  Fixed charges consist of the sum of (i) interest expensed and capitalized, amortized premiums, discounts and capitalized expenses related to indebtedness; and (ii) an estimate of the interest within rental expense (calculated based on a reasonable approximation of the interest factor).

10.8 Capitalization and Indebtedness

The following table sets forth our long-term debt, debentures and capitalization as June 30, 2010 on an actual basis. The information in this table should be read in conjunction with and is qualified by reference to the consolidated financial statements and notes thereto and other financial information incorporated by reference into this prospectus.

	(US dollars in thousands)
	Actual					As Adjusted **
Short term bank loan				$	12,000				$	12,000
Long-term bank loans					160,941					160,941
Debentures					230,580					330,580
Long-term customers’ advances					7,940					7,940
Other long-term liabilities					58,999					58,999
Shareholders’ equity:
Ordinary Shares, NIS 1.00 par value per share; 1,100,000,000 authorized shares,  235,812,789 issued shares* and 234,512,789 outstanding shares	$	59,741				$	59,741
Additional paid-in capital		736,859					736,859
Capital notes		311,472					311,472
Equity component of convertible debentures and cumulative stock based compensation		25,988					25,988
Accumulated other comprehensive loss		(1,472	)				(1,472	)
Accumulated deficit		(1,054,340	)				(1,054,340	)
Treasury stock, 1,300,000 shares		(9,072	)				(9,072	)
Total shareholders’ equity					69,176					69,176
Total capitalization				$	648,232				$	751,732

______________

*Includes 1,300,000 treasury shares

** As adjusted numbers include the effect on actual numbers as of June 30, 2010 had this offering occurred then and assuming we raise approximately $100 million gross amount with issuance expenses of approximately $3,500,000.

The information set forth on an actual basis in the foregoing table excludes the following securities as of August 31, 2010

(i) approximately 26.1 million ordinary shares issuable upon exercise of options granted to employees and directors at a weighted average exercise price of  $1.14;

(ii) 23.4 million ordinary shares issuable upon exercise of options granted to our Chief Executive Officer at a weighted average exercise price of $1.15;

(iii) 11.5 million ordinary shares issuable upon exercise of options granted to our Chairman of the Board at an exercise price of $0.29;

(iv) 2.5 million ordinary shares issuable upon exercise of warrants issued to our banks with an exercise price of $2.04 per share exercisable until December 2015;

(v) 0.9 million ordinary shares issuable upon exercise of warrants issued to our banks in connection with our credit facility with an exercise price of $6.17 per share exercisable until December 2015;

(vi) 1.1 million ordinary shares issuable upon exercise of warrants issued to our banks in connection with our credit facility with an exercise price of $0.89 per share exercisable until December 2015;

(vii) 26.5 million ordinary shares issuable upon conversion of our debentures convertible series E until January 2013, issued pursuant to our June 2007 public offering in Israel at conversion rate of approximately $1.1;

(viii) 8.3 million ordinary shares issuable upon exercise of warrants we issued to our banks with an exercise price of $1.21 in connection with the July 2005 amendment to our facility agreement exercisable until December 2015;

(ix) 9.4 million ordinary shares issuable upon conversion of our debentures convertible series B until January 2012, pursuant to the prospectus dated December 15, 2005 at conversion rate of $1.10;

(x) 96.4 million ordinary shares issuable upon conversion of the equity equivalent convertible capital notes we issued to each of our two banks and 206.1 million shares issuable upon conversion of such notes issued to Israel Corp.;

(xi) 8 million ordinary shares issuable upon exercise of warrants series 6, with an exercise price of $1.06 per share and exercisable until August  2011;

(xii) 5.2 million ordinary shares issuable upon exercise of warrants series 5 sold in our private placements completed in November 2006, with an exercise price of approximately $2.7 per share and exercisable until December 2010;

(xiii) 28.9 million ordinary shares issuable upon conversion of our debentures convertible series C until December 2011, issued pursuant to our June 2006 public offering in Israel at conversion rate of approximately $1.10;

(xiv) 5.3 million ordinary shares issuable upon exercise of the warrants series I issued in our March 2007 private placement at exercise price of $0.74 exercisable until March 2012;

(xv) 59.5 million ordinary shares issuable upon exercise of warrants, with an exercise price of approximately $2.78 per share and exercisable until March 2011;

(xvi) 10.7 million ordinary shares issuable upon conversion of our debentures convertible until December 2011 at conversion rate of $4.07; and

(xvii) 25.3 million ordinary shares issuable upon exercise of warrants series J covered by this prospectus, with an exercise price of $1.70 per share and exercisable until June 2015.

This information does not take into account potential dilutive issuances of securities pursuant to our credit facility agreement and warrants issuable to our banks since the number of shares issuable will depend upon future transactions in which we may engage and/or the market price of our shares and/or other conditions.

10.9 Use of Proceeds

We estimate that we will receive net proceeds of approximately NIS 367,000,000 from the sale by us of NIS 400,000,000 aggregate principal amount of Series F Convertible Debentures assuming that we do not exercise the over-allotment option in full, after deducting arranger’s fees and commissions and our estimated remaining offering expenses.  We intend to use the net proceeds from this offering in order to finance our business activity, as determined by the board of directors from time to time and subject to the facility agreement with our banks. Until such proceeds are used as aforesaid they shall be deposited and invested by us in a conservative manner, subject to the facility agreement with our banks.

For additional information see Section 9 of this Prospectus Supplement.

10.10 Offering Expenses

We estimate that the expenses to be incurred by us in connection with the offering of securities under this Prospectus Supplement, including legal fees and expenses, accounting fees and expenses, printing fees, arranger’s fees and other commissions and expenses, will be approximately NIS 13,000,000.

For additional information see Section 9 of this Prospectus Supplement.

10.11 Material Changes

Except as otherwise described in our Annual Report on Form 20-F for the fiscal year ended December 31, 2009, in our Reports on Form 6-K filed or submitted under the Exchange Act and incorporated by reference in this Prospectus Supplement no material changes have occurred since December 31, 2009.

10.12 Legal Matters

Yigal Arnon & Co., our Israeli counsel, will pass upon matters of Israeli law for us with respect to securities offered by this Prospectus Supplement. Eilenberg & Krause LLP, New York, New York, will be passing upon matters of United States law for us with respect to securities offered by this Prospectus Supplement.

10.13 Incorporation of Certain Information by Reference

We are allowed to incorporate by reference the information we file with the U.S. Securities and Exchange Commission and the Israel Securities Authority, which means that we can disclose important information to you by referring to those documents.  Information incorporated by reference is part of this prospectus.

We are incorporating by reference in this prospectus the base Shelf Prospectus as well as the documents listed below and all amendments or supplements we may file to such documents, as well as any future filings we may make with the SEC on Form 20-F under the Exchange Act before the time that all of the securities offered by this prospectus have been sold or de-registered.

• Our Report on Form 6-K furnished to the SEC on September 15, 2010.

As you read the above documents, you may find inconsistencies in information from one document to another.  If you find inconsistencies between the documents and this prospectus, you should rely on the statements made in the most recent document.  All information appearing in this prospectus is qualified in its entirety by the information and financial statements, including the notes thereto, contained in the documents incorporated by reference herein.

You may obtain a copy of any or all of these filings at no cost, by writing or telephoning us at the following address:

Tower Semiconductor Ltd.

P.O. Box 619

Migdal Haemek, Israel, 23105

Tel: 972-4-650-6611

E-mail: noit.levi@towerjazz.com

Attention: Investor Relations

You should rely only on the information contained or incorporated by reference in this prospectus or any supplement thereof.  We have not authorized any other person to provide you with different information.  If anyone provides you with different or inconsistent information, you should not rely on it.  We are not, and any arranger or agent is not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.  You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, or such earlier date that is indicated in this prospectus.  Our business, financial condition, results of operations and prospects may have changed since that date.

10.14 Where You Can Find More Information

Tower’s ordinary shares are listed on the NASDAQ Global Market and Tower is subject to the reporting requirements of the Exchange Act that are applicable to a foreign private issuer.  In accordance with the Exchange Act, Tower files reports with the SEC, including its annual report on Form 20-F and its interim financial information on Form 6-K on a quarterly basis.  Tower also furnishes certain other material information to the SEC on Form 6-K.  You may read and copy documents Tower has filed at the Securities and Exchange Commission, including any exhibits and schedules, at the Securities and Exchange Commission’s public reference room at 100 F Street N.E., Washington, D.C. 20549. You may call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on this public refer ence room.

As a foreign private issuer, all documents which were filed after November 4, 2002 on the Securities and Exchange Commission’s EDGAR system are available for retrieval on the Securities and Exchange Commission’s website at http://www.sec.gov. These Securities and Exchange Commission filings are also available to the public on the Israel Securities Authority’s Magna website at http://www.magna.isa.gov.il and from commercial document retrieval services. Tower also generally makes available on its web site (http://www.towerjazz.com) its quarterly and year-end financial statements as well as other information. The information available on Tower’s website is not a part of this prospectus.

Tower’s ordinary shares are also listed on the Tel Aviv Stock Exchange.  Tower files reports in Israel pursuant to the rules of the Israeli Securities Law for companies that are listed both on the TASE and the NASDAQ.  These reports, and any additional Hebrew language reports that Tower may file, are available for public view on the website of the Israel Securities Authority at http://www.magna.isa.gov.il.  We undertake no obligation to the holders of the securities being offered by this prospectus to publish any reports that are not required by applicable law.