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                                                                    EXHIBIT 12.2

                                  CERTIFICATION

I, Oren Shirazi, certify that:

     1. I have reviewed this annual report on Form 20-F of Tower Semiconductor
Ltd.;

     2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

     4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

          (a) designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the registrant, including its
     consolidated subsidiary, is made known to us by others within this entity ,
     particularly during the period in which this report is being prepared;

          (b) [Paragraph omitted in accordance with SEC transition instructions
     contained in SEC Release 34-47986];

          (c) evaluated the effectiveness of the registrant's disclosure
     controls and procedures and presented in this report our conclusions about
     the effectiveness of the disclosure controls and procedures, as of the end
     of the period covered by this report based on such evaluation; and

          (d) disclosed in this report any change in the registrant's internal
     control over financial reporting that occurred during the period covered by
     the annual report that has materially affected, or is reasonably likely to
     materially affect, the registrant's internal control over financial
     reporting; and

     5. The registrant's other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

          (a) all significant deficiencies and material weaknesses in the design
     or operation of internal control over financial reporting which are
     reasonably likely to adversely affect the registrant's ability to record,
     process, summarize and report financial information; and

          (b) any fraud, whether or not material, that involves management or
     other employees who have a significant role in the registrant's internal
     control over financial reporting.

June 25, 2007

                                                  /s/ Oren Shirazi
                                                  ----------------
                                                  Oren Shirazi
                                                  Acting Chief Financial Officer
                                                  Tower Semiconductor Ltd.
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