Mail Stop 6010

      February 10, 2006

Tower Semiconductor USA
4300 Stevens Creek Blvd., Suite 175
San Jose, CA 95129
As Agent for Service of Tower Semiconductor Ltd.

      Re:	Tower Semiconductor Ltd.
	Registration Statement on Form F-3
      Filed January 26, 2006
      File No. 333-131315

Dear Sir/Madam:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General
1. With a view toward disclosure, please update as to the status
of
your discussions with the Investment Center and your efforts to
comply with the conditions of the Israeli government grants.

Selling Securityholders, page 17
2. We note your disclosure in the first sentence on page 18 that
certain selling shareholders may use this prospectus to "resell
warrants" and the shares which may be issued upon their exercise.
However, the Fee Table and the Exhibit 5.1 opinion make no
reference
to the registration of warrants.  If you intend to register the
resale of these warrants, please revise your disclosure throughout
the filing accordingly and obtain a revised opinion that reflects
the
registration of the warrants.  Also include a brief discussion of
how
these shareholders acquired these securities.
3. Please disclose your material relationships with each of the
selling shareholders during the past three years.
4. Please tell us whether any of the selling shareholders are
broker-
dealers or affiliates of a broker-dealer.  Any selling shareholder
who is a broker-dealer must be identified in the prospectus as an
underwriter and is not eligible to rely on Rule 144 promulgated
under
the Securities Act.  In addition, each selling shareholder who is
an
affiliate of a broker-dealer must be identified in the prospectus
as
an underwriter unless you disclose, if true, that:
* The selling shareholder purchased the shares being registered
for
resale in the ordinary course of business, and
* At the time of the purchase, the selling shareholder had no
agreements or understandings, directly or indirectly, with any
person
to distribute the securities.
      Please revise accordingly.
5. Please identify the natural persons that beneficially own the
securities held by the entities named in the table.

Part II

Item 10.  Undertakings
6. Please include the undertaking set forth in Item 512(a) of
Regulation S-K, as revised by Release 33-8591.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	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;

?	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

?	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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.





      Please contact Adelaja Heyliger at (202) 551-3636 or me at
(202) 551-3800 with any questions.

      Sincerely,



								Peggy A. Fisher
								Assistant Director

cc (via fax):  	Sheldon Krause, Esq.
	Eilenberg & Krause LLP
	212.986.2399

Tower Semiconductor USA
As Agent for Service of Tower Semiconductor Ltd.
February 10, 2006
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