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# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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# FORM 20-F/A
Amendment No.1

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# ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008     Commission File number:0-24790

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TOWER SEMICONDUCTOR LTD.
(Exact name of registrant
as specified in its charter and translation of registrants name into English)

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Israel
(Jurisdiction of incorporation or organization)
Ramat Gavriel
Industrial Park P.O. Box 619, Migdal
Haemek, Israel 23105
(Address of principal
executive offices)

Nati Somekh Gilboa
Vice President, Chief
Legal Officer and Corporate Secretary
Tel. 972-4-650-6109
natiso@towersemi.com
Ramat Gavriel
Industrial Park
P.O. Box 619, Migdal
Haemek, Israel 23105
(Name, Telephone, E-mail and Address of Company Contact Person)

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Securities registered or to be registered pursuant to Section 12(b) of the Act:

|                                       |                                          
|-------------------------------------- | -----------------------------------------
|
|
|
|
|Title of Each Class                    | Name of Each Exchange on Which Registered
|                                      
|Ordinary Shares, par value New Israeli | NASDAQ Global Market                     
|Shekels 1.00 per share                 |                                          
|                                      
|Convertible Debentures                 | NASDAQ Capital Market                    

Securities registered or to be registered pursuant to Section 12(g) of the Act:  None

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: None

Indicate
the number of outstanding shares of each of the issuers classes of capital or common
stock as of the close of the period covered by the annual report: 160,025,639 Ordinary
Shares

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.

Yes  oNo x

If
this report is an annual or transition report, indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.

Yes oNo x

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Yes  xNo o

Indicate
by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files).

Yes  oNo  o



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Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large
accelerated filer in Rule 12b-2 of the Exchange Act.

|                           |                      |                         
|-------------------------- | -------------------- | ------------------------
|
|
|
|
|Large accelerated filer  o | Accelerated filer  o | Non-accelerated filer  x

Indicate
by check mark which basis of accounting the registrant has used to prepare the financial
statements included in this filing:

|          |                                    |        
|--------- | ---------------------------------- | -------
|
|
|
|
|US GAAP x | International Financial Reporting  | Other o
|          | Standards as issued by the        
|          | International Accounting Standards
|          | Board o                           

If
Other has been checked in response to the previous question, indicate by check
mark which financial statement item the registrant has elected to follow.

Item 17  oItem 18  o

If
this is an annual report, indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).

Yes oNo x



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# EXPLANATORY NOTE

This Amendment No. 1 to Form
20-F amends our annual report on Form 20-F for the fiscal year ended December 31, 2008,
filed with the Securities and Exchange Commission, on June 30, 2009, to revise and
restate Item 15 in its entirety.  Except as described above, no change has been
made to our annual report on Form 20-F. The filing of this amended annual report does not,
and does not purport to, amend, update or restate the information in any other item of the
annual report on Form 20-F filed on June 30, 2009 or reflect any events that have occurred
after the filing of the annual report on Form 20-F on June 30, 2009.

|ITEM 15. |  | CONTROLS AND PROCEDURES
|-------- |  | -----------------------

Evaluation of Disclosure
Controls and Procedures

Our
management, with the participation of our Chief Executive Officer and our Chief Financial
Officer, has evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of
1934, as amended (the Act) as of the end of the period covered by this annual
report on Form 20-F. Based on this evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that these disclosure controls and procedures were effective
as of such date, at a reasonable level of assurance, in ensuring that the information
required to be disclosed by our company in the reports we file or submit under the Act is
(i) accumulated and communicated to our management (including the Chief Executive Officer
and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized
and reported within the time periods specified in the SECs rules and forms.

Internal Control over
Financial Reporting

Management
is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision
and with the participation of our management, including our Chief Executive Officer and
Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal
control over financial reporting based on the criteria in Internal Control 
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on our evaluation, management has concluded that our internal control
over financial reporting was effective as of December 31, 2008.  Our evaluation
excluded Jazz Technologies, Inc. (Jazz) which was acquired on September 19,
2008 in a stock-for-stock transaction. Jazz constituted 42% and 27% of net and total
assets, respectively, 22% of revenues, and 1% of net loss in our consolidated financial
statements for the fiscal year ended December 31, 2008.

Because
of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risks that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

Attestation
Report of the Registered Public Accounting Firm. The attestation report of our
registered public accounting firm is included in page F-1 of our audited consolidated
financial statements set forth in Item 18. Financial Statements, and is
incorporated herein by reference.

Changes
in Internal Control Over Financial Reporting. Our internal control over financial
reporting was changed to include enhanced controls over the consolidation process in
connection with the acquisition of Jazz in September 2008.



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|ITEM 19. |  | EXHIBITS
|-------- |  | --------

1.1        Articles
of Association of the Registrant, approved by shareholders on November 14, 2000, as
amended (incorporated by reference to Exhibit 3.1 of the Registrants Registration
Statement on Form F-1, File No. 333-126909, Form F-1 No. 333-126909).

1.2        Amendment
to Articles of Association of the Registrant (incorporated by reference to exhibit 4.2 to
the Registration Statement on Form S-8 No. 333-117565 (Form S-8 No. 333-117565).

1.3        Amendment
to the Articles of Association of the Registrant (approved by shareholders on September
28, 2006) (incorporated by reference to Exhibit 4.2 of the Registrants Registration
Statement on Form S-8, File No. 333-138837 (the 2006 Form S-8).

1.4        Amendment
to Articles of Association of Registrant (approved by shareholders on September 24, 2008)
(incorporated by reference to Exhibit 3.4 of the Registrants Registration Statement
on Form S-8, File No. 333-153710 (the 2008 Form S-8).

2.1        Bank
Warrants, dated January 18, 2001, between the Registrant and Bank Hapoalim B.M. and Bank
Leumi Le-Israel B.M. (incorporated by reference to exhibit 2.2 to the Registrants
Annual Report on Form 20-F for the year ended December 31, 2000 (the 2000 Form 20-F)).

2.2        Registration
Rights Agreement, dated January 18, 2001, by and between SanDisk Corporation, Israel
Corporation, Alliance Semiconductor Ltd. and Macronix International Co., Ltd.
(incorporated by reference to exhibit 2.2 to the 2000 Form 20-F).

2.3        Terms
of the Registrants Convertible Debentures issued under an Indenture, dated January
22, 2002, (incorporated by reference to the summary of terms included under the caption
Description of the Debentures in Exhibit C to the Registrants Report on
Form 6-K for January 2002 (No. 2), filed January 16, 2002 (January 2002 Form 6-K)).

2.4        Terms
of the Registrants Options (Series 1) (incorporated by reference to the summary of
terms included under the caption Description of the Options in Exhibit C to
the January 2002 Form 6-K).

2.5        Form
of Indenture (incorporated by reference to exhibit 4.2 to the Registrants Amendment
No. 6 to the Registration Statement on Form F-1/A No. 333-126909 (the Form F-1 No.
333-126909).

2.6        Form
of Note for the Debentures (incorporated herein by reference to Exhibit A to the
Indenture filed as exhibit 4.2 to Form F-1 No. 333-126909 ).

2.7        First
Amendment to a Warrant Issued on December 11, 2003 to Tarshish Hahzakot Vehashkaot
Hapoalim Ltd., dated September 28, 2006 (incorporated by reference to exhibit 99.14 of
the November 2006 Form 6-K).

2.8        First
Amendment to a Warrant Issued on December 11, 2003 to Bank Leumi Le-Israel, dated
September 28, 2006 (incorporated by reference to exhibit 99.15 of the November 2006 Form
6-K).

2.9        First
Amendment to a Warrant Issued on August 4, 2005 to Bank Hapoalim B.M., dated September
28, 2006 (incorporated by reference to exhibit 99.16 of the November 2006 Form 6-K).

2.10        First
Amendment to a Warrant Issued on August 4, 2005 to Bank Leumi Le-Israel B.M., dated
September 28, 2006 (incorporated by reference to exhibit 99.17 of the November 2006 Form
6-K).



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2.11        Form
of Series I Warrant (incorporated by reference to exhibit 99.6 of the March 2007 Form
6-K).

2.12        Form
of Series II Warrant (incorporated by reference to exhibit 99.7 of the March 2007 Form
6-K).

3.1        Consolidated
Shareholders Agreement, dated January 18, 2001, by and between SanDisk Corporation,
Israel Corporation, Alliance Semiconductor Ltd. and Macronix International Co., Ltd.
(incorporated by reference to the correspondingly-numbered exhibit to the 2000 Form
20-F).

4.1        Share
Purchase Agreement, dated July 4, 2000, by and between SanDisk Corporation and the
Registrant (incorporated by reference to the correspondingly-numbered exhibit to the 2000
Form 20-F).

4.2        Additional
Purchase Obligation Agreement, dated July 4, 2000, by and between SanDisk Corporation (SanDisk)
and the Registrant (incorporated by reference to the correspondingly-numbered exhibit to
the 2000 Form 20-F).

4.3        Share
Purchase Agreement, dated August 29, 2000, by and between Alliance Semiconductor
Corporation (Alliance) and the Registrant (incorporated by reference to the
correspondingly-numbered exhibit to the 2000 Form 20-F).

4.4        Share
Purchase Agreement, dated December 11, 2000, by and between QuickLogic Corporation (QuickLogic)
and the Registrant (incorporated by reference to the correspondingly-numbered exhibit to
the 2000 Form 20-F).

4.5        Share
Purchase Agreement, dated December 12, 2000, by and between Macronix International Co.,
Ltd. (Macronix) and the Registrant (incorporated by reference to the
correspondingly-numbered exhibit to the 2000 Form 20-F).

4.6        Share
Purchase Agreement, dated December 12, 2000, between Israel Corporation and the
Registrant (incorporated by reference to the correspondingly-numbered exhibit to the 2000
Form 20-F).

4.7        Additional
Purchase Obligation Agreement, dated December 12, 2000, between Israel Corporation and
the Registrant (incorporated by reference to the correspondingly-numbered exhibit to the
2000 Form 20-F).

4.8        Share
Purchase Agreement, dated February 11, 2001, between The Challenge Fund  Etgar II
and the Registrant (incorporated by reference to the correspondingly-numbered exhibit to
the 2000 Form 20-F).

4.9        Facility
Agreement, dated January 18, 2001, among the Registrant, Bank Hapoalim B.M. and Bank
Leumi Le-Israel B.M. (the Facility Agreement) (incorporated by reference to
the correspondingly-numbered exhibit to the 2000 Form 20-F).

4.10        Design
and Construction/Turn-Key Contract, dated August 20, 2000, among the Registrant, M+W
Zander Holding GmbH, Meissner-Baran Ltd. and Baran Group Ltd. (incorporated by reference
to the correspondingly-numbered exhibit to the 2000 Form 20-F).

4.11        Approval,
dated December 31, 2000, of the Israeli Investment Center (Hebrew language document; a
summary of the terms is included in the 2000 Form 20-F under the caption Fab 2
Agreements in Item 5. Operating and Financial Review and Prospects)
(incorporated by reference to the correspondingly-numbered exhibit to the 2000 Form
20-F).

4.12        Agreement
between the Registrant and Saifun, dated October 9, 1997 (incorporated by reference to
exhibit 1.1 to the Registrants Annual Report on Form 20-F for the year ended
December 31, 1997).



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4.13        Registrants
Non-Employee Director Share Option Plan 2000/3 (incorporated by reference to exhibit 4.5
to the Registrants Registration Statement on Form S-8 No. 333-83204 (Form S-8
No. 333-83204)).

4.14        Form
of Grant Letter for Non-Employee Directors Share Option Plan 2001/4 (incorporated by
reference to exhibit 4.9 to the Form S-8 No. 333-83204).

4.15        Form
of Grant Letter for Non-Employee Directors Share Option Plan 2001/5 (incorporated by
reference to exhibit 4.10 to the Form S-8 No. 333-83204).

4.16        Wafer
Partner Conversion Agreements, dated September 2001, between the Registrant and each of
SanDisk, Alliance and Macronix (incorporated by reference to exhibit 4.17 to the
Registrants Annual Report on Form 20-F for the year ended December 31, 2001 (the
2001 Form 20-F)).

4.17        Letter
Agreement, dated November 29, 2001, among SanDisk, Alliance, Macronix, QuickLogic and the
Registrant regarding the Utilization of Prepayments (incorporated by reference to exhibit
4.18 to the 2001 Form 20-F).

4.18        Letter
Agreements among Alliance, Macronix, QuickLogic, Israel Corp. and the Registrant and
between SanDisk and the Registrant regarding Additional Wafer Partner Financing Date
(incorporated by reference to exhibit 4.19 to the 2001 Form 20-F).

4.19        Letter
Agreement, dated November 15, 2001, among SanDisk, Alliance, Macronix, QuickLogic, ICTech
and the Registrant regarding Amendment to Financing Plan (incorporated by reference to
exhibit 4.20 to the 2001 Form 20-F).

4.20        First
Amendment, dated January 29, 2001, to the Facility Agreement (incorporated by reference
to exhibit 4.21 to the 2001 Form 20-F).

4.21        Second
Amendment, dated January 10, 2002, to Facility Agreement (incorporated by reference to
exhibit 4.22 to the 2001 Form 20-F).

4.22        Third
Amendment, dated March 7, 2002, to the Facility Agreement (incorporated by reference to
exhibit 4.23 to the 2001 Form 20-F).

4.23        Joint
Development and Transfer and Cross License Agreement, dated May 2002, between the
Registrant and a Japanese manufacturer (incorporated by reference to exhibit 10.3 to the
Registrants Registration Statement on Form F-2, No. 333-97043).

4.24        Technology
License Agreement, dated April 7, 2000, between the Registrant and Toshiba Corporation
(incorporated by reference to exhibit 10.4 to the Registrants Registration
Statement on Form F-2, No. 333-97043). (Portions of this exhibit have been omitted
pursuant to a request for confidential treatment.)

4.25        Technology
Transfer License Agreement, dated September 2002, between Registrant and Motorola, Inc.
(incorporated by reference to exhibit 10.5 to the Registrants Registration
Statement on Form F-2, No. 333-97043). (Portions of this exhibit have been omitted
pursuant to a request for confidential treatment.)

4.26        Fourth
Amendment, dated April 29, 2002, to the Facility Agreement (incorporated by reference to
exhibit 4.27 to the Registrants Annual Report on Form 20-F for the year ended
December 31, 2002 (the 2002 Form 20-F)).

4.27        Fifth
Amendment dated September 18, 2002 to the Facility Agreement (incorporated by reference
to exhibit 4.28 to the 2002 Form 20-F).



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4.28        Amendment
to Fifth Amendment to the Facility Agreement, dated October 22, 2002, to the Facility
Agreement (incorporated by reference to exhibit 4.29 to the2002 Form 20-F).

4.29        Letter
Agreement, dated March 2002, among SanDisk, Alliance, Macronix, ICTech and Challenge Fund
to advance Third and Fourth Milestone Payments (incorporated by reference to exhibit 4.30
to the 2002 Form 20-F).

4.30        Letter
Agreement, dated July 2002, among SanDisk, Alliance, Macronix, and ICTech to exercise
rights distributed in rights offering (incorporated by reference to exhibit 4.31 to the
2002 Form 20-F).

4.31        Letter
Agreement, dated March 2003, among SanDisk, Alliance, Macronix, ICTech, and the
Registrant (incorporated by reference to exhibit 4.32 to the 2002 Form 20-F).

4.32        Form
of Rights Agent Agreement between the Registrant and American Stock Transfer & Trust
Company (including form of Rights Certificate) (incorporated by reference to exhibit 4.1
to the Registrants Registration Statement on Form F-2, No. 333-97043).

4.33        Form
of Warrant Agreement between the Registrant and American Stock Transfer & Trust
Company (including form of Warrant Certificate) (incorporated by reference to exhibit 4.2
to the Registrants Registration Statement on Form F-2, No. 333-97043).

4.34        Investment
Center Agreement related to Fab 1, dated November 13, 2001 (English translation of Hebrew
original) (incorporated by reference to exhibit 10.2 to the Registrants
Registration Statement on Form F-2, No. 333-97043).

4.35        Development
and License Agreement, dated March 31, 2002, between Virage Logic Corporation and the
Registrant (incorporated by reference to exhibit 4.37 to the 2002 Form 20-F). (Portions of this exhibit have been
omitted pursuant to a request for confidential treatment.)

4.36        Master
Services and License Agreement, dated June 2002, between Artisan Components, Inc. and the
Registrant (incorporated by reference to exhibit 4.38 to the 2002 Form 20-F).

4.37        Seventh
Amendment to the Facility Agreement, dated November 11, 2003, (incorporated by reference
to Exhibit 99.1 of the Registrants Report on Form 6-K filed on December 17, 2003).

4.38        Undertaking
of the Registrant, dated November 11, 2003 (incorporated by reference to Exhibit 99.3 of
the Registrants Report on Form 6-K filed on December 17, 2003).

4.39        Letter
Agreement, dated November 11, 2003, by and among the Registrant, Israel Corporation
Technologies, SanDisk Corporation, Alliance Semiconductor Corporation and Macronix
International Co., Ltd. (incorporated by reference to Exhibit 99.4 of the Registrants
Report on Form 6-K filed on December 17, 2003).

4.40        Foundry
Agreement, dated May 12, 2004, between the Registrant and Siliconix incorporated
(incorporated by reference to exhibit 4.42 to the Registrants Annual Report on Form
20-F for the year ended December 31, 2004 (the  2004 Form 20-F)). (Portions of this
exhibit have been omitted pursuant to a request for confidential treatment.)

4.41        Share
Purchase Agreement, dated December 8, 2004, between the Registrant and the Purchasers
named therein (incorporated by reference to exhibit 4.43 to the 2004 Form 20-F).

4.42        Agreement,
dated December 31, 2004, by and among the Registrant and the Purchasers named therein
(incorporated by reference to exhibit 4.44 to the 2004 Form 20-F).



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4.43        Employee
Share Option Plan 2004 (incorporated by reference to Exhibit 4.3 to the Registrants
Registration Statement on Form S-8 No. 333-117565 (Form S-8 No. 333-117565).

4.44        Form
of Grant Letter to Israeli Employees (incorporated by reference to Exhibit 4.4 to Form
S-8 No. 333-117565).

4.45        Form
of Grant Letter to US Employees (incorporated by reference to Exhibit 4.5 to Form S-8 No.
333-117565).

4.46        Bank
Warrants, dated August 2005, between the Registrant and Bank Hapoalim B.M. and Bank Leumi
Le-Israel B.M (incorporated by reference to correspondingly-numbered exhibit to the
Registrants Annual Report on Form 20-F for the year ended December 31, 2005 (the
2005 Form 20-F).

4.47        Ninth
Amendment to the Facility Agreement, dated July 2005, dated July 24, 2005 (incorporated
by reference to exhibit 4.5 to the Form F-1 No. 333-126909 (Form F-1 No. 333-126909).

4.48        Tenth
Amendment to the Facility Agreement, dated September 2005 (incorporated by reference to
Exhibit 4.4 to Form F-1 No. 333-126909).

4.49        Eleventh
Amendment to the Facility Agreement, dated October 2005 (incorporated by reference to
Exhibit 4.3 to Form F-1 No. 333-126909).

4.50        Twelfth
Amendment to the Facility Agreement, dated November 2005 (incorporated by reference to
Exhibit 4.6 to Form F-1 No. 333-126909).

4.51        Thirteenth
Amendment to the Facility Agreement, dated May 2006 (incorporated by reference to
correspondingly-numbered exhibit to the Registrants Annual Report on Form 20-F for
the year ended December 31, 2006"2006 Form 20-F).

4.52        Fourteenth Amendment
to the Facility Agreement, dated May 2006 (incorporated by reference to
correspondingly-numbered exhibit to the 2006 Form 20-F).

4.53        Fifteenth
Amendment to the Facility Agreement, dated June 2006 (incorporated by reference to
correspondingly-numbered exhibit to the 2006 Form 20-F).

4.54        Form
of Rights Agent Agreement with Rights Certificate Attached (incorporated by reference to
Exhibit 4.1 to Form F-1 No. 333-126909).

4.55        Development
and License Agreement, dated July 2005, between Impinj, Inc. and the Registrant
(incorporated by reference to correspondingly-numbered exhibit to the 2005 Form 20-F).
(Portions of this exhibit have been omitted pursuant to a request for confidential
treatment.)

4.56        License
and Design Agreement, dated January 10, 2003 between Chipidea Microelectronics S.A. and
the Registrant (incorporated by reference to correspondingly-numbered exhibit to the 2005
Form 20-F). (Portions of this exhibit have been omitted pursuant to a request for
confidential treatment.)

4.57        Amendment
to Design Agreement of January 2003 between Chipidea Microelectronics S.A. and the
Registrant, dated June 2005 (incorporated by reference to correspondingly-numbered
exhibit to the 2005 Form 20-F). (Portions of this exhibit have been omitted pursuant to a
request for confidential treatment.)

4.58        License
Agreement, dated April 29, 2004, between Synopsys, Inc. and the Registrant (incorporated
by reference to correspondingly-numbered exhibit to the 2005 Form 20-F). (Portions of
this exhibit have been omitted pursuant to a request for confidential treatment.)



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4.59        Employee
Share Option Plan 2005, as amended (incorporated by reference to Exhibit 4.1 of the 2008
Form S-8).

4.60        Form
of Grant Letter to Israeli Employees (incorporated by reference to Exhibit 4.4 of the
2006 Form S-8).

4.61        Form
of Grant Letter to US Employees (incorporated by reference to Exhibit 4.5 of the 2006
Form S-8).

4.62        Form
of Grant Letter for grants to Jazz employees under the Employee Share Option Plan 2005
(incorporated by reference to Exhibit 4.4 of the 2008 Form S-8).

4.63        Jazz
Technologies, Inc. 2006 Equity Incentive (incorporated by reference to Exhibit 4.5 of the
2008 Form S-8)

4.64        Form
of Assumption Letter from the Registrant to holders of Jazz Technologies, Inc. 2006
Equity Incentive Plan options (incorporated by reference to Exhibit 4.6 of the 2008 Form
S-8)

4.65        Form
of Option Agreement under the Jazz Technologies, Inc. 2006 Equity Incentive Plan
(incorporated by reference to Exhibit 4.7 of the 2008 Form S-8)

4.66        CEO
Share Option Plan 2005 (incorporated by reference to Exhibit 4.6 of the 2006 Form S-8).

4.67        Option
Grant Letter Agreement  CEO Share Option Plan 2005 from the Registrant to Russell
Ellwanger, dated July 15, 2005 (incorporated by reference to Exhibit 4.7 of the 2006 Form
S-8).

4.68        Option
Grant Letter Agreement  CEO Share Option Plan 2005 from the Registrant to Russell
Ellwanger, dated September 28, 2006 (incorporated by reference to Exhibit 4.8 of the 2006
Form S-8).

4.69        Option
Grant Letter Agreement  CEO Share Option Plan 2005 from Tower Semiconductor USA,
Inc. to Russell Ellwanger, dated July 15, 2005 (incorporated by reference to Exhibit 4.9
of the 2006 Form S-8).

4.70        Equity
Convertible Capital Note, dated September 28, 2006, issued to Israel Corporation Ltd.
(incorporated by reference to Exhibit 99.4 of the Form 6-K for the month of November 2006
No. 6 filed on November 7, 2006 (the November 2006 Form 6-K)).

4.71        Registration
Rights Agreement, dated September 28, 2006, with Israel Corporation Ltd. (incorporated by
reference to Exhibit 99.5 of the November 2006 Form 6-K).

4.72        Amending
Agreement, dated August 24, 2006, with Bank Hapoalim B.M. and Bank Leumi Le-Israel B.M.,
to the Facility Agreement (incorporated by reference to Exhibit 99.6 of the November 2006
Form 6-K).

4.73        Facility
Agreement, as amended and restated by the parties through August 24, 2006 (incorporated
by reference to Exhibit 99.7 of the November 2006 Form 6-K).

4.74        Conversion
Agreement, dated September 28, 2006, with Bank Hapoalim B.M. (incorporated by reference
to Exhibit 99.8 of the November 2006 Form 6-K).

4.75        Conversion
Agreement, dated September 28, 2006, with Bank Leumi Le-Israel B.M. (incorporated by
reference to Exhibit 99.9 of the November 2006 Form 6-K).

4.76        Registration
Rights Agreement, dated September 28, 2006, with Bank Hapoalim B.M. (incorporated by
reference to Exhibit 99.10 of the November 2006 Form 6-K).



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4.77        Registration
Rights Agreement, dated September 28, 2006, with Bank Leumi Le-Israel B.M. (incorporated
by reference to Exhibit 99.11 of the November 2006 Form 6-K).

4.78        Equity
Convertible Capital Note, dated September 28, 2006, issued to Bank Hapoalim B.M.
(incorporated by reference to Exhibit 99.12 of the November 2006 Form 6-K).

4.79        Equity
Convertible Capital Note, dated September 28, 2006, issued to Bank Leumi Le-Israel B.M.
(incorporated by reference to Exhibit 99.13 of the November 2006 Form 6-K).

4.80        Form
of Securities Purchase Agreement (incorporated by reference to Exhibit 99.2 of the Form
6-K for the month of March 2007 No.1 filed on March 15, 2007 (the March 2007 Form
6-K)).

4.81        Form
of Registration Rights Agreement (incorporated by reference to Exhibit 99.4 of the March
2007 Form 6-K).

4.82        Loan
Agreement, dated August 2006, between the Registrant and SanDisk Corporation
(incorporated by reference to correspondingly-numbered exhibit to the 2006 Form 20-F).

4.83        Amendment
No. 1 to restated Facility Agreement, dated September 10, 2007 (incorporated by reference
to Exhibit 4.85 to the 2007 20-F).

4.84        Agreement
and Plan of Merger and Reorganization, dated May 19, 2008, between the Registrant, Jazz
Technologies, Inc. and Armstrong Acquisition Corp. (incorporated by reference to Exhibit
2.1 of the May 20, 2008 Form 6-K)

4.85        Amending
Agreement to the Facility Agreement, dated September 25, 2008, with Bank Hapoalim B.M.
and Bank Leumi Le-Israel B.M. *

4.86        Facility
Agreement, as amended and restated by the parties through September 29, 2008. *

4.87        Conversion
Agreement, dated September 25, 2008, with Bank Hapoalim B.M. *

4.88        Conversion
Agreement, dated September 25, 2008, with Bank Leumi Le-Israel B.M. *

4.89        Conversion
Agreement, dated September 25, 2008, with the Israel CorporationLtd. *

4.90        Pledge
Agreement, dated September 25, 2008, with Bank Hapoalim B.M. and Bank Leumi Le-Israel
B.M. *

4.91        Amended
and Restated Registration Rights Agreement, dated September 25, 2008, with BankHapoalim
B.M. *

4.92        Amended
and Restated Registration Rights Agreement, dated September 25, 2008, with Bank Leumi
Le-Israel B.M. *

4.93        Undertaking
by Israel Corporation Ltd., dated September 25, 2008. *

4.94        Securities
Purchase Agreement, dated September 25, 2008, with the IsraelCorporation Ltd. *

4.95        Equity
Convertible Capital Note, dated September 29, 2008, issued to Bank Hapoalim B.M. *

4.96        Equity
Convertible Capital Note, dated September 29, 2008, issued to Bank Leumi Le-Israel B.M. *



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4.97        Equity
Convertible Capital Note, in the principal amount of $30 million, dated September 25,
2008, issued to the Israel Corporation Ltd. in connection with the conversion of debt. *

4.98        Equity
Convertible Capital Note, in the principal amount of $20 million, dated September 25,
2008, issued to the Israel Corporation Ltd. in connection with the conversion of debt. *

4.99        Equity
Convertible Capital Note, in the principal amount of $20 million, dated September 25,
2008, issued to the Israel Corporation Ltd. in connection with the investment. *

4.100        Equity
Convertible Capital Note, in the principal amount of $20 million, dated January 7, 2008,
issued to the Israel Corporation Ltd. in connection with the investment. *

4.101        Amended
and Restated Registration Rights Agreement, dated September 25, 2008, with the Israel
Corporation Ltd. *

4.102        Amendment
to Undertaking by the Israel Corporation Ltd., dated January 6, 2009. *

12.1        Certification
by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

12.2        Certification
by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

13.1        Certification
by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

13.2        Certification
by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

14.1        Consent
of Brightman Almagor & Co. *

* Previously filed.



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# SIGNATURES

The
registrant hereby certifies that it meets all the requirements for filing on Form 20-F and
that it has duly caused and authorized the undersigned to sign this Amendment No.1 to its
Annual Report on Form 20-F/A on its behalf.

| |  | TOWER SEMICONDUCTOR LTD.By: /s/ Russell C. Ellwanger
Russell C. EllwangerChief Executive Officer
| |  | --------------------------------------------------------------------------------------------------------------

November 24, 2009



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