Exhibit 4.2

                    AMENDMENT TO THE ARTICLES OF ASSOCIATION

At the shareholders'  meeting that was held on December 7, 2003, it was proposed
that for the purpose of reserving sufficient  quantities of shares to permit the
issuance  of shares in  connection  with the  raising of  capital  for the Fab 2
project,  Tower  Semiconductor  Ltd.  increase its authorized share capital from
100,000,000 shares NIS 1.00 per share to 150,000,000, NIS 1.00 per share.

The shareholders of Tower Semiconductor Ltd. resolved the following:

"That the increase in the number of the Company's  authorized ordinary shares to
150,000,000 and authorized share capital to NIS 150,000,000 and the amendment of
the  Company's  Articles of  Association  to reflect  such  increase,  is hereby
approved."

The above  resolution was adopted by a majority of the  Shareholders  present in
person or by proxy.