Tower Semiconductor Ltd. — Capital/Financing Update 2005

Dec 9, 2005

C003	����� ����������� ��"�		2
Public	TOWER SEMICONDUCTOR LTD.
	3255	Corporation no: 520041997
	Stock Exchange/Market: �����
	309
	381	P.O.B 619 , Migdal Haemek 23105 , ,
	Tel: 04-6506611 , 04-6506670 Fax: 04-6547788
	E.mail address: natiso@towersemi.com	Date of transmission: 09/12/2005
		Time of broadcast: 10:33 10:29:20
		Reference: 2005-02-073374

Israel Securities Authority		Tel Aviv Stock Exchange
www.isa.gov.il		www.tase.co.il

Other Report or AnnouncementRegulation 5 of the Securities Regulations, (Periodic and Immediate Reports of Foreign Corporation) 5761-2000 The corporation is a foreign private issuer as defined by U.S. Securities Laws.

Attached hereto is a report on	Tower Semiconductor Ltd. Amendment No. 5 to the Draft Prospectus for Rights Offering

RightsOfferingProspectus-consolidatedSEC-AmendmentNo5onF-1-PublicFinal_isa.pdf

This Amendment No. 5 to the draft prospectus is being filed on Magna as it was publicly filed in the US pursuant to US securities laws. The draft prospectus as amended is not final and has not been declared effective. Exhibits 4.1, 4.2, 4.6, 5.1 (including exhibit 23.1), 5.2 (including exhibit 23.3) and 23.2 to the draft prospectus will be filed separately today.
References of previous documents relating to this matter(the reference does not constitute incorporation by reference):
Previous names of reporting entity:
Date of revision of form structure: 01/12/2005
- - -
Name of the Signatory : Gilboa Nati Somekh , , Position of Signatory in the reporting corporation: Associate General Counsel
P.O.B Telephone: 04-6506109 , Facsimile: 04-6547788 , E-mail: natiso@towersemi.com