FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                       For the month of February 2007 No.3

                            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 [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]




     Further to the Registrant's press release of November 1, 2006, filed on
Form 6-K, with respect to its 5% Subordinated Convertible Debentures Due 2012
(NASDAQ: TSEMG; TASE: TSEM.C2), the Registrant received a letter from the Nasdaq
Stock Market's Listing Qualifications Department that it has regained compliance
with Marketplace Rule 4320(e)(1) and that the matter is closed.

     This Form 6-K is being incorporated by reference into all effective
registration statements filed by us under the Securities Act of 1933.





                                   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: February 12, 2007                              By: /s/ Nati Somekh Gilboa
                                                     --------------------------
                                                     Nati Somekh Gilboa
                                                     Corporate Secretary