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. 9

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 27, 2010, the Registrant announced successful completion and results of public tender in Israel for its Series F debentures. Attached hereto is the following exhibit:

99.1 Press Release dated October 27, 2010

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.

Date: October 27, 2010	TOWER SEMICONDUCTOR LTD.
	By:	/s/ Nati Somekh Gilboa
	Name:	Nati Somekh Gilboa
	Title:	Corporate Secretary

EX-99.1

Exhibit 99.1

TowerJazz Raises $100 Million in Debentures Offering

Issues New Series F Debentures due 2015-2016

Migdal-Haemek, Israel, October 27, 2010 – TowerJazz, the global specialty foundry leader, today announced the completion of its previously announced fundraising in Israel, following a public tender executed today resulting in excess demand of 150%.

TowerJazz raised an aggregate of approximately NIS 380 million through the issuance of new Series F debentures. The debentures were issued at 96% of par value.

The series F convertible debentures are  linked to the US dollar, bear  interest of 7.8 percent per annum, payable semi-annually on June 30 and on December 31 of each year through 2016, commencing December 31, 2010, and are convertible into the Company’s ordinary shares commencing September 2012 at about 20 percent premium over the Company’s ordinary shares.  

The placement agents acted in the transaction were Leader Issuances (1993) Ltd., Clal Finance Underwriting Ltd, Leumi Partners Underwriters Ltd., Apax Underwriting Management and Issuances Ltd., Poalim I.B.I – Underwriting and Issuances Ltd. and Barak Capital Underwriting Ltd.

Russell Ellwanger, TowerJazz CEO, stated: “With this $100 million fund raising, we completed the comprehensive debt restructure carried out over the past several months. This restructure comprised the extension of the $45 million Wells-Fargo credit lines, $80 million Jazz level bonds exchange to bonds due in 2015, $50 million pay down and restructure of the remaining $160 million Israeli banks debt to a long term loan and this deal. The composite has created a new balance sheet with zero bank loans’ principal due during the coming 3 years, servable debt ratios and a cash balance which will enable quick execution on synergistic business opportunities. I am extremely excited that sophisticated investors have expressed such strong confidence in our business model and belief in our future success by investing $100 million in ne wly issued long-term debentures. We received extreme positive feedback from the many investors who we met during the recent road show.  With the new balance sheet, debt ratios, cash balance and $500 million annualized quarterly revenue run rate, we are in a financial and business position unlike any in our company's history and are fully focused to fulfill our corporate vision ‘to be the world leader in specialty foundry solutions as measured by our customers, employees and investors’.”

TowerJazz thanks its counsel, David Schapiro, a partner of the Law Firm of Yigal Arnon & Co. and Rami Chalaf, a partner of the Accounting Firm of Deloitte Brightman Almagor Zohar.

The series F debentures will be listed for trading on the TASE, will be offered in Israel only, and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to U.S. Persons (as defined in Regulation “S” promulgated under the Securities Act) without registration under the Securities Act or an exemption from the registration requirements of the Securities Act.

This press release shall not be deemed to be an offer to sell or a solicitation of an offer to buy any of the series F debentures.

About TowerJazz

Tower  Semiconductor  Ltd. (NASDAQ: TSEM, TASE: TSEM), the global specialty foundry  leader  and  its fully owned U.S. subsidiary Jazz Semiconductor, operate collectively under the brand name TowerJazz, manufacturing integrated circuits  with geometries ranging  from  1.0  to  0.13-micron. TowerJazz provides industry leading design enablement tools to allow complex designs to be achieved quickly and more accurately and offers a broad range of customizable process technologies including SiGe, BiCMOS, Mixed-Signal and RFCMOS, CMOS Image Sensor, Power Management (BCD), and Non-Volatile Memory (NVM) as well as MEMS  cap abilities. To provide world-class customer service, TowerJazz maintains two manufacturing facilities in Israel and one in the U.S. with additional capacity available in China through manufacturing partnerships. For more information, please visit www.towerjazz.com.

Safe Harbor Regarding Forward-Looking Statements

This press release includes forward-looking statements, which are subject to risks and uncertainties.  Actual results may vary from those projected or implied by such forward-looking statements.  A complete discussion of risks and uncertainties that may affect the accuracy of forward-looking statements included in this press release or which may otherwise affect Tower and/or Jazz’s business is included under the heading "Risk Factors" in Tower’s most recent filings on Forms 20-F, F-3, F-4 and 6-K, as were filed with the Securities and Exchange Commission (the “SEC”) and the Israel Securities Authority and Jazz’s most recent filings on Forms 10-K and 10-Q, as were filed with the SEC, respectively. Tower and Jazz do not intend to update, and expressly disclaim any obligation to update, the informat ion contained in this release.

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TowerJazz Investor Relations Contact:

Levi Noit

+972 4 604 7066

noit.levi@towerjazz.com