FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                         For the month of November 2004

                            TOWER SEMICONDUCTOR LTD.
                 (Translation of registrant's name into English)


                    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 [X]     Form 40-F [_]


     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 [_]   No [X]




     The Registrant will hold its Annual and Special General Meeting of
Shareholders on December 5, 2004 at 11:00 a.m. (Israel time) at the Registrant's
offices in Migdal Haemek, Israel. In connection with the meeting, on or about
November 10, 2004, the Registrant mailed to shareholders (i) a Notice of Annual
and Special General Meeting and Proxy Statement and (ii) a Proxy Card. Attached
hereto as Exhibits 99.1 and 99.2 are, respectively, the Notice of Annual and
Special General Meeting and Proxy Statement and Proxy Card.





                                   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: November 10, 2004                                By: /S/ Tamar Cohen    
                                                       -------------------    
                                                       Tamar Cohen
                                                       Corporate Secretary