FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


For the month of June 2004

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


                   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 May 17,  2004,  the  Registrant  announced  that it has  signed  a
foundry   agreement   with  Vishay   Siliconix  for   long-term   production  of
semiconductors. A copy of the press release is attached hereto.

           This Form 6-K is being  incorporated  by reference into 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: June 28, 2004                         By: s/ Tamar Cohen
                                                ------------------------------
                                                Name:  Tamar Cohen
                                                Title: Corporate Secretary




             VISHAY SILICONIX AND TOWER SEMICONDUCTOR SIGN FOUNDRY
              AGREEMENT FOR LONG-TERM PRODUCTION OF SEMICONDUCTORS

SANTA CLARA,  California and MIGDAL  HAEMEK,  Israel - May 17, 2004 - Chip maker
Siliconix Inc.  (NASDAQ:  SILI), an 80.4% subsidiary of Vishay  Intertechnology,
Inc. (NYSE: VSH), and Semiconductor wafer foundry Tower  Semiconductor  (NASDAQ:
TSEM,  TASE:  TSEM) announced today that they have signed a definitive long term
foundry agreement for semiconductor manufacturing.

As  previously  announced,  Siliconix  will place with  Tower  orders  valued at
approximately  $200  million  for the  purchase  of  semiconductor  wafers to be
manufactured in Tower's Fab 1 over a seven to ten year period. Approximately $53
million of that  amount  will be  delivered  over an initial  three year  period
starting  after the completion of the  technology  transfer.  The first phase of
technology transfer from Siliconix to Tower has started and is estimated to last
approximately 12 months.  Siliconix will advance to Tower $20 million to be used
for the purchase of additional equipment required to satisfy Siliconix's orders,
which will be credited towards the purchase price of the wafers.

Dr. King Owyang,  Siliconix CEO commented:  "We at Siliconix were very impressed
with Tower's technical  capabilities and its experience in technology transfers.
We are very pleased to add Tower to our strategic  suppliers list, and confident
this foundry deal will strengthen our competitive position in the market."

Carmel Vernia,  chairman and CEO of Tower noted: "It is a great  achievement for
Tower to become one of the major  suppliers for a challenging  and  professional
customer  such as  Siliconix.  This $200 million  deal should  start  generating
revenues for Tower in 2005, and by 2007 we expect to ramp to substantial  volume
utilizing up to 50percent of our Fab 1 capacity."

Dr. Felix  Zandman,  chairman of the board and CEO of Vishay  added:  "Vishay is
extremely pleased with this agreement.  We already have a very strong cluster of
Vishay activities in Israel,  and the addition of wafer  manufacturing  services
for Vishay Siliconix by Tower will increase the synergies between our activities
in Israel and will make our offerings even more competitive."

The closing of the agreement is subject to the approval of Tower's lending banks
and the Israeli investment center.



ABOUT VISHAY SILICONIX

Siliconix,  an 80.4%  subsidiary of Vishay  Intertechnology,  Inc., is a leading
manufacturer of power MOSFETs,  power ICs, analog switches, and multiplexers for
computers,  cell phones, fixed communications networks,  automobiles,  and other
consumer and industrial  electronic systems. With 2003 worldwide sales of $392.1
million,  the Company's  facilities include a Class 1 wafer fab dedicated to the
manufacture  of power  products in Santa Clara,  California,  and an  affiliated
Class 1 wafer fab located in Itzehoe,  Germany.  The Company's products are also
fabricated by subcontractors in Japan,  Germany,  China,  Taiwan, and the United
States. Assembly and test facilities include a company-owned facility in Taiwan,
a joint  venture in Shanghai,  China,  and  subcontractors  in the  Philippines,
China, Taiwan, and Israel.

ABOUT TOWER SEMICONDUCTOR LTD.

Tower Semiconductor Ltd. is a pure-play independent wafer foundry established in
1993. The company manufactures  integrated circuits with geometries ranging from
1.0 to 0.18 microns; it also provides  complementary  manufacturing services and
design  support.  In addition to digital CMOS process  technology,  Tower offers
advanced  non-volatile  memory  solutions,  mixed-signal  and CMOS  image-sensor
technologies. To provide world-class customer service, the company maintains two
manufacturing  facilities:  Fab 1 has  process  technologies  from  1.0 to  0.35
microns  and can  produce up to 16,000  150mm  wafers per month.  Fab 2 features
0.18-micron   and  below  process   technologies,   including   foundry-standard
technology.  When complete,  Fab 2 is expected to offer full production capacity
of  33,000  200mm   wafers  per  month.   The  Tower  Web  site  is  located  at
www.towersemi.com.

ABOUT VISHAY INTERTECHNOLOGY, INC.

Vishay,  a Fortune  1,000  Company  listed on the  NYSE,  is one of the  world's
largest   manufacturers   of  discrete   semiconductors   (diodes,   rectifiers,
transistors,   and  optoelectronics),   selected  ICs,  and  passive  electronic
components (resistors,  capacitors,  inductors, and transducers).  The Company's
components  can be found  in  products  manufactured  in a very  broad  range of
industries worldwide. Vishay is headquartered in Malvern,  Pennsylvania, and has
plants in 17 countries employing over 26,000 people.  Vishay can be found on the
Internet at www.vishay.com.

FORWARD LOOKING STATEMENTS

This press  release  includes  forward-looking  statements  which are subject to
risks and uncertainties. Actual results may vary from those projected or implied
by these forward-looking statements.  Potential risks and uncertainties include,
without  limitation,  those  associated  with (i)  obtaining the approval of the
Israeli  Investment Center and any other approvals required for the transaction;
(ii) the  satisfaction  of any  conditions  to  effectiveness  contained  in the
definitive  documentation;  (iii) any difficulties  encountered in adaptation of
Tower's  production  facilities,  technologies  and processes to accommodate the
Siliconix  orders,  which may affect the timing and quality of  production;  and
(iv) conditions in the market for discrete  semiconductor products generally and




general economic and business conditions  affecting each of Tower and Siliconix,
as a result of which the amount of the orders under the  definitive  transaction
documentation and the timing of their delivery may vary from those anticipated.

A more complete  discussion of risks and uncertainties  affecting the businesses
of Tower and  Siliconix  generally  is  included in Tower's  most recent  Annual
Report on Form 20-F under the heading  "Risk  Factors" and in  Siliconix's  most
recent Annual Report on Form 10-K, which have been filed with the Securities and
Exchange  Commission,   and  in  Tower's  filings  with  the  Israel  Securities
Authority.

VISHAY SILICONIX CONTACT:

Minh Nguyen
Siliconix incorporated
+1 (408) 567-8345
minh.nguyen@vishay.com

TOWER CONTACTS:

PR Agency Contact         Investor Relations Contact     Corporate Contact
Julie Lass                Sheldon Lutch                  Michael Axelrod
Loomis Group              Fusion IR & Communications     Tower Semiconductor USA
+1 (713) 526 3737         +1 (212) 268 1816              +1 (408) 330 6871
lassj@loomisgroup.com     sheldon@fusionir.com           pr@towersemi.com


VISHAY CONTACTS:

Richard N. Grubb
Executive Vice President
   and Chief Financial Officer
Robert A. Freece, Executive Vice President
Vishay Intertechnology, Inc.
+1 (610) 644-1300
dick.grubb@vishay.com
bob.freece@vishay.com