FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

FOR THE MONTH OF APRIL 2004

                            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|



      On April 28, 2004, the Registrant announced its financial results for the
three months ended March 31, 2004. Attached hereto as Exhibit 99.1 is the press
release relating to such announcement and attached hereto as Exhibit 99.2 are
the Registrant's unaudited condensed interim consolidated financial statements
as of March 31, 2004 and for the three month period then ended.

      This Form 6-K is being incorporated by reference in 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:  April 29, 2004                   By: /s/ Tamar Cohen
                                           -------------------------------------
                                           Tamar Cohen
                                           Corporate Secretary