SEC – ‘UPLOAD’ from 1/25/06 re: Tower Semiconductor Ltd – ‘LETTER’

On:  Wednesday, 1/25/06, at 3:44pm ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  7/18/06   ·   Accession #:  0-6-4257

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   3±    15K 


Mail Stop 6010                                                                  

December 7, 2005                                                    

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

Re:       Amendment Nos. 3 and 4 to Tower Semiconductor Ltd.        
Registration Statement on Form F-2                              
Filed November 21, 2005 and November 23, 2005, respectively         
File No. 333-126909                                             

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.                                                         

Form F-2                                                                        
1. Note that amendments to this Form F-2 must be made on the                    
registration statement form for which you are eligible, other than              
Form F-2.  Effective December 12, 2005, Form F-2 amendments will                
not                                                                             
be accepted because the form has been eliminated.  See Release No.              
33-8591.                                                                        

Recent Developments                                                             
2. Since the date referenced in bullet 2 has passed, please update              
the disclosure.                                                                 

Risk Factors, page 10                                                           

If we do not meet conditions to receive the Israel government                   
grants,                                                                         
page 11                                                                         
3. Revise the caption to more accurately reflect the nature of the              
risk.  State, if true, that you cannot meet the conditions by the               
end                                                                             
of 2005, and briefly describe the possible consequences of your                 
inability to do so.                                                             
4. We note your belief that it is "improbable" that the Investment              
Center would demand the repayment of all or a portion of the                    
grants                                                                          
received.  Please provide support for this belief or remove the                 
statement.                                                                      

Descriptions of the Debentures, page 35                                         

Early Redemption at the Discretion of the Company, page 41                      
5. We refer you to your disclosure on page 41.  We note that under              
the facility agreement, you are not permitted to redeem                         
debentures;                                                                     
however, your banks have permitted you to do so under the                       
described                                                                       
circumstances.  Please update us as to the status of your                       
preparation                                                                     
of the formal agreement to this effect between you and your banks.              

Material Income Tax Considerations, page 48                                     

Tax Consequences if the Debentures Are Characterized as Contingent              
Payment Debt Instruments, page 58                                               
6. We refer you to your disclosure in the first paragraph of this               
subsection.  Please disclose why you believe it is "significantly               
more likely than not" that you will not redeem the debentures                   
prior                                                                           
to maturity.                                                                    

Exhibit 5.1                                                                     
7. We note this opinion is subject to contingencies in the second               
paragraph, such as "if and when the indenture has been duly                     
executed                                                                        
and delivered...."  We assume you will refile the opinion to                    
remove                                                                          
the contingencies prior to effectiveness of the registration                    
statement.  Please confirm.                                                     

Exhibit 5.2                                                                     
8. See our previous comment regarding Exhibit 5.1, and apply it to              
this exhibit, eliminating impermissible contingencies and                       
assumptions.                                                                    

Exhibit 5.3                                                                     
9. We note counsel`s statement in the fourth paragraph that the                 
opinion speaks as of the date of the opinion.  We also note that                
counsel undertakes no obligation to update the opinion after the                
effective date.  Resolve this inconsistency by filing an opinion                
dated as of the effective date of the registration statement as an              
exhibit to a final pre-effective amendment to your registration                 
statement.                                                                      

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.                                                                

You may contact Thomas Dyer at (202) 551-3641 or Kaitlin            
Tillan                                                                          
at (202) 551-3604 if you have questions regarding comments on the               
financial statements and related matters.  Please contact Adelaja               
Heyliger at (202) 551-3636 or me at (202) 551-3800 with any other               
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.                                
December 7, 2005                                                                
Page 1                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		7/18/06		CORRESP,  UPLOAD
Filed on:		1/25/06		UPLOAD
		12/12/05		UPLOAD
		12/7/05		UPLOAD
		11/23/05		F-2/A,  UPLOAD
		11/21/05		F-2/A,  UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/23/05  Tower Semiconductor Ltd.          F-2/A                  3:122K                                   Z-K Global Ltd./FA