View:
Semiconductor
Ltd.
P.O.
Box 619, Migdal Haemek, 21305 Israel (972-6) 650-6611
FAX
(972-6) 654-7788
December
14, 2005
VIA
EDGAR
Peggy
A.
Fisher, Esq.
Securities
and Exchange Commission
100
F
Street, N.E.
Washington,
D.C. 20549-1627
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Re:
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Tower
Semiconductor Ltd.
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Registration
Statement on Form F-1
File
No.:
333-126909
Dear
Ms.
Fisher:
Further
to my letter to you dated December 13, 2005, which requested acceleration
of the
effective time of the above-referenced registration statement to Thursday,
December 15, 2005, at 12:00 noon or as soon thereafter as is possible, on
behalf
of the company I hereby acknowledge that:
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(1)
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should
the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission
from
taking any action with respect to the
filing;
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(2)
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the
action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve
the company
from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and
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(3)
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the
company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any
person
under the federal securities laws of the United
States.
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Respectfully
submitted,
TOWER
SEMICONDUCTOR LTD.
By:
/s/Oren
Shirazi
Oren Shirazi
Chief Financial Officer
Oren Shirazi
Chief Financial Officer