Washington, D.C. 20549

For  the  month  of  November  2002

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

                    P.O. BOX 619, MIGDAL HAEMEK, ISRAEL 10556
                    (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 General Meeting of Shareholders on
November  24,  2002  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 5,
2002  the  Registrant  mailed to shareholders a Notice of Annual General Meeting
and  Proxy  Statement,  a  Proxy Card and a copy of the Registrant's 2001 Annual
Report.  Attached  hereto  as  Exhibits 1 and 2 are, respectively, the Notice of
Annual  General  Meeting  and  Proxy  Statement  and Proxy Card. The 2001 Annual
Report  is  being  filed  separately  with  the  Commission  by  paper  filing.

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

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     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  15,  2002                    By: /s/  Sheldon  Krause
                                              Sheldon  Krause
                                              Assistant Secretary

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