6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

Date of Report: May 7, 2007
Commission File No.: 000-30688

NOVA MEASURING INSTRUMENTS LTD.

Building 22 Weitzmann Science Park, Rehovoth
P.O.B 266
Israel

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 o

Indicate by check mark whether the registrant is submitting this Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1): ____

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 12g3-2(b) under the Securities Exchange
Act of 1934:

Yes o No x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with 12g3-2(b):

N/A.

        Attached hereto and incorporated by way of reference herein is the Registrant’s press release entitled “Nova Announces 30% Revenue Increase Over the First Quarter of 2006".

        This report on Form 6-K is hereby incorporated by reference into Nova Measuring Instruments Ltd.‘s registration statements on Form S-8, filed with the Securities and Exchange Commission on the following dates: September 13, 2000 (File No. 333-12546); March 5, 2002 (File No. 333-83734); December 24, 2002 (File No. 333-102193, as amended by Amendment No. 1, filed on January 5, 2006); March 24, 2003 (File No. 333-103981); May 17, 2004 (three files, File Nos. 333-115554, 333-115555, and 333-115556, as amended by Amendment No. 1, filed on January 5, 2006); March 7, 2005 (File No. 333-123158); December 29, 2005 (File No. 333-130745); and September 21, 2006 (File No. 333-137491).



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.

NOVA MEASURING INSTRUMENTS LTD.
(the "Registrant")

By: /s/ Dror David
——————————————
Dror David
Chief Financial Officer

Date: May 7, 2007




Company Contact: Investor relations Contacts:
Dror David, Chief Financial Officer Ehud Helft / Kenny Green
Nova Measuring Instruments Ltd. GK Investor Relations
Tel: 972-8-938-7505 Tel: +1-866-704-6710
E-mail: info@nova.co.il E-mail: info@gkir.com
http://www.nova.co.il

Company Press Release

NOVA ANNOUNCES 30% REVENUE INCREASE
OVER THE FIRST QUARTER OF 2006

Rehovoth, Israel, – May 7, 2007 – Nova Measuring Instruments Ltd. (Nasdaq: NVMI), provider of leading edge stand alone metrology and the market leader of integrated metrology solutions to the semiconductor process control market, today reported its results for the first quarter of 2007.

Total revenues increased 30% to $13.4 million, compared to $10.3 million reported for the first quarter of 2006. Revenues declined 5% sequentially from the fourth quarter of 2006, reflecting seasonal patterns.

Gross margin for the first quarter of 2007 was 44% compared with 46% for the first quarter of 2006 and 41% for the fourth quarter of 2006.

Total operating expenses were $6.6 million for the first quarter of 2007, compared with $5.0 million in the first quarter of 2006, and $6.6 million in the fourth quarter of 2006. Operating expenses for the first quarter of 2007 included approximately $1.4 million in legal expenses related to recently settled intelectual property litigation, which masked the effects of the cost reduction initiative that began in the fourth quarter of 2006.

Net loss for the first quarter of 2007 was $0.6 million, or $0.04 per share, which included the above mentioned legal expenses and $0.4 million of share based compensation expenses and amortization of intangible assets, compared with breakeven results for the first quarter of 2006, and compared with a net loss of $0.8 million, or $0.05 per share, for the fourth quarter of 2006.

Cash reserves at the end of the first quarter of 2007 were $21.2 million, an increase of $6 million compared to the end of fourth quarter of 2006. The increase included $1 million of positive cash flow as well as $5 million in proceeds from the Company’s private placement in March 2007.

“We are pleased with our continuing business growth which results primarily from continued market share gains as well as initial penetration of new segments.” said Gabi Seligsohn, President and CEO. “The positive impact of our cost reduction programs will become more apparent during the second quarter when we will have much smaller legal expenses related to the final aspects of the settlement. Our business momentum, combined with reduction of litigation expenses and our ongoing cost control initiatives, will help us succeed in our drive to reach profitability in 2007, in parallel to further strengthening our leadership in integrated metrology and penetrating new segments.”



The Company will host a conference call today, May 7, 2007, at 10:00am EST. To participate please dial in the U.S: 1-888-281-1167; UK: 0-800-917-9141; or internationally: +972-3-918-0609 at least 5 minutes before the start of the call. A recording of the call will be avialble on Nova’s website, within 24 hours following the end of the call.

About Nova
Nova Measuring Instruments Ltd. develops, designs and produces integrated process control systems in the semiconductor manufacturing industry. Nova provides a broad range of integrated process control solutions that link between different semiconductor processes and process equipment. The Company’s website is www.nova.co.il.

This press release contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to future events or our future performance, such as statements regarding trends, demand for our products, expected deliveries, transaction, expected revenues, operating results, earnings and profitability. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied in those forward-looking statements.  These risks and other factors include but are not limited to: our dependency on a single integrated process control product line; the highly cyclical nature of the markets we target; our inability to reduce spending during a slowdown in the semiconductor industry; our ability to respond effectively on a timely basis to rapid technological changes; risks associated with our dependence on a single manufacturing facility; our ability to expand our manufacturing capacity or marketing efforts to support our future growth; our dependency on a small number of large customers and small number of suppliers; risks related to our intellectual property; changes in customer demands for our products; new product offerings from our competitors; changes in or an inability to execute our business strategy; unanticipated manufacturing or supply problems; changes in tax requirements; changes in customer demand for our products and risks related to our operations in Israel.  We cannot guarantee future results, levels of activity, performance or achievements. The matters discussed in this press release also involve risks and uncertainties summarized under the heading “Risk Factors” in Nova’s Annual Report on Form 20-F for the year ended December 31, 2005 filed with the Securities and Exchange Commission on June 29, 2006.  These factors are updated from time to time through the filing of reports and registration statements with the Securities and Exchange Commission.  Nova Measuring Instruments Ltd. does not assume any obligation to update the forward-looking information contained in this press release.

(Tables to Follow)



NOVA MEASURING INSTRUMENTS LTD.
QUARTERLY CONSOLIDATED STATEMENTS OF OPERATIONS

(U.S. dollars in thousands, except per share data)

Q1-2007
Q1-2006
Q4-2006
 
REVENUES                
    Product sales    10,443    7,797    11,463  
    Services    2,924    2,485    2,603  



     13,367    10,282    14,066  



   
COST OF REVENUES   
    Product sales    4,868    3,656    5,562  
    Services    2,666    1,857    2,751  



     7,534    5,513    8,313  



   
GROSS PROFIT     5,833    4,769    5,753  



   
OPERATING EXPENSES   
    Research & Development expenses, net    2,333    2,297    2,587  
    Sales & Marketing expenses    2,198    1,672    2,747  
    General & Administration expenses    2,112    1,048    1,283  



     6,643    5,017    6,617  



   
       OPERATING LOSS    810    248    864  
   
INTEREST INCOME, NET     169    207    104  



   
       NET LOSS    641    41    760  



   
    Basic and diluted loss per share    0.04    0.00    0.05  



   
    Shares used for calculation of basic and diluted loss per share    17,239    15,478    16,771  






NOVA MEASURING INSTRUMENTS LTD.
CONSOLIDATED BALANCE SHEET

(U.S. dollars in thousands)

As of March 31,
As of December 31,
2007
2006
 
CURRENT ASSETS            
   Cash and cash equivalents    7,657    4,176  
   Short-term interest-bearing bank deposits    183    466  
   Short-term investments    5,000    2,400  
   Held to maturity securities    3,377    3,265  
   Trade accounts receivable    8,796    10,252  
   Inventories    9,016    8,968  
   Other current assets    1,522    1,917  


     35,551    31,444  


LONG-TERM ASSETS  
   Long-term interest-bearing bank deposits    2,665    3,172  
   Held to maturity securities    2,296    1,704  
   Other Long-term assets    224    222  
   Severance pay funds    2,398    2,249  


     7,583    7,347  


   
   FIXED ASSETS, NET    2,883    2,601  


   
   INTANGIBLE ASSETS, NET    2,920    3,027  


   
      Total assets    48,937    44,419  


   
CURRENT LIABILITIES  
   Trade accounts payable    6,775    6,424  
   Deferred income    3,243    3,048  
   Other current liabilities    5,452    6,099  


     15,470    15,571  


   
LONG-TERM LIABILITIES  
   Liability for employee severance pay    3,397    3,224  
   Deferred income    701    979  
   Other long-term liability    70    70  


     4,168    4,273  


   
SHAREHOLDERS' EQUITY    29,299    24,575  


   
         Total liabilities and shareholders' equity    48,937    44,419