6-K

FORM 6-K
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of
1934

May 13th , 2004

NOVA MEASURING INSTRUMENTS LTD.

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

[Indicateby 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 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 o No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A.

Attached hereto and incorporated by way of reference herein the Registrants notice regarding 2004 First Quarter Results



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.





May 13th , 2004
Nova Measuring Instruments Ltd
Nova Measuring Instruments Ltd (the "Registrant")


BY: /S/ Chai Toren
——————————————
Chai Toren
Chief Financial Officer





Company Contact: Investor relations Contacts:
Chai Toren, CFO and Vice President Finance Ehud Helft / Kenny Green
Nova Measuring Instruments Ltd. Gelbart Kahana Investor Relations
Tel: 972-8-938-7505 Tel: +1-866-704-6710
E-mail: info@nova.co.il E-mail: Ehud@gk-biz.co
http://www.nova.co.il              Kenny@gk-biz.com

Company Press Release

Nova Measuring Instruments
Announces 2004 First Quarter Results.

Rehovoth, Israel, – May 13, 2004 – Nova Measuring Instruments, Ltd. (Nasdaq: NVMI), the market leader in integrated measurement and process control for the semiconductor industry, today reported results for the first quarter of 2004.

2004 First Quarter Results

        Total revenues for the first quarter of 2004 were $9.2 million, a 92% increase over revenues of $4.8 million reported for the first quarter of 2003 and a 13% sequential increase over revenues of $8.1 million for the fourth quarter of 2004.

        The Company reported gross profit of $4.1 million (44% of revenues) compared with gross profit of $1.5 million (32% of sales) for the first quarter of 2003 and gross profit of $3.1 million (39% of revenues) in the fourth quarter of 2003. Net income for the quarter was $70,000 or $0.005 per share, compared with a loss of $2.6 million, or $0.17 per share, in the first quarter of 2003 and profit of $0.6 million, or $0.04 per share, in the fourth quarter of 2003. Fourth quarter 2003 results included other income of $2.2 million due to the reversal of provisions made in previous years for the repayment of the Chief Scientist grants. First quarter 2004 results include stock-based compensation expenses of $0.1 million.

        Research and development expenses were $2.1 million (23% of revenues) compared with $2.2 million (44% of revenues), in the first quarter of 2003 and $3.0 million (37% of revenues) in the fourth quarter of 2003. The quarter-on-quarter decrease in R&D expenses is related to the one time expense of $750,000 in the previous quarter for the initiation of a new program as discussed in the previous quarter reports. Sales and marketing expenses were $1.5 million (16% of revenues) as compared with $1.5 million (31% of revenues) in the first quarter of 2003 and $1.5 million (19% of revenues) in the fourth quarter of 2003. The cash and bank deposits position at the end of the quarter was $30.5 million.



    Dr. Giora Dishon, President & CEO of Nova commented, “The first quarter results reflect the continuous growth of our company and is the second sequentional quarter with net income. Our growth is a result of the continuing penetration of our new products for CMP, copper CMP and Etch in the recovering semiconductor equipment industry after two and a half years of slowdown. The recovery is also evident in the increase of demand for retrofits and upgrades of 200mm equipment alongside the expansion of 300mm lines. It resulted with a 92% increase in revenues for the first quarter of this year compared with last year, and with improved gross margins. We are very encouraged with our growth and the growth we see in the industry, our strong cash and bank deposits position now standing at $30.5 million, and the significant improvements of our operations breaking-even for the second quarter in a row. In line with the outlook we provided at the start of April, for the second quarter of 2004 we continue to expect strong growth in revenue at anywhere between 4-14% sequentially with growth in our profitability levels.”

    Dr. Dishon added, “We continued our efforts in penetration with the new process control systems, which are based on our pioneering Integrated Process Control concept. We have seen significant sales of our NovaScan CD systems, Stand-alone and Integrated, of the Integrated systems for copper CMP applications and the very significant demand for 200mm systems. As all market researches forecast significant growth for 2004 (Dataquest from April, 2004 forecasts growth of 48% over 2003), we expect to see continuous growth in our activities in all process control areas, as well as continuing expansion in the Asia Pacific including China and Japan regions. We will maintain monitoring of all our activites, leverage the upturn and work hard to improve our performance. We look forward to continued momentum and expansion throughout the year” .

        The Company will host a conference call today, May 13, 2004, at 10:00 EST. To participate please dial in the US 1-866-500-4953 or 1-866-500-4964 or international +972-3-9255910 at least 5 minutes before the start of the call. A conference call presentation will be available for download on the company’s website www.nova.co.il, before and during 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 may contain forward-looking statements, including statements related to anticipated growth rates, manufacturing capacity and tax rate. Actual results may differ materially from those projected due to a number of risks, including 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, or changes in tax requirements. Nova 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 Form F-1 filed with the Securities and Exchange Commission on April 9, 2000. 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.
INTERIM CONSOLIDATED STATEMENT OF OPERATIONS

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

Three months ended
March 31, 2004
December 31, 2003
(unaudited)
REVENUES:            
    Product sales    7,471    6,508  
    Services    1,701    1,582  


     9,172    8,090  


COST OF REVENUES:   
    Product sales    3,605    3,141  
    Services    1,502    1,807  


     5,107    4,948  


    GROSS PROFIT     4,065    3,142  
   
OPERATING EXPENSES   
    Research & Development expenses, net    2,126    2,991  
    Sales & Marketing expenses    1,503    1,516  
    General & Administration expenses    457    358  
    Other operating (income)    -    (2,203 )


     4,086    2,662  


       OPERATING PROFIT (LOSS)     (21 )  480  
   
INTEREST INCOME     90    97  


       NET INCOME FOR THE PERIOD     69    577  


EARNINGS PER SHARE     0.00    0.04  


Comments:   
    1. Employee Stock Based Compensation expenses    122    133  


    2. Shares for calculation of earnings (loss) per  
        share  
        Basic and Diluted    15,206    15,118  


    3. The adjusted results excluding Employee Stock  
        Based Compensation:  
   
           Gross profit    4,080    3,158  
           Operating expenses    3,979    2,545  
           Net Income    191    710  
           Earnings per share    0.01    0.05  



NOVA MEASURING INSTRUMENTS LTD.
INTERIM CONSOLIDATED STATEMENT OF OPERATIONS

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

Three months ended
March 31, 2004
March 31, 2003
(unaudited)
REVENUES:            
    Product sales    7,471    3,604  
    Services    1,701    1,169  


     9,172    4,773  


COST OF REVENUES:   
    Product sales    3,605    1,786  
    Services    1,502    1,477  


     5,107    3,263  


    GROSS PROFIT     4,065    1,510  


OPERATING EXPENSES   
    Research & Development expenses, net    2,126    2,152  
    Sales & Marketing expenses    1,503    1,509  
    General & Administration expenses    457    585  


     4,086    4,246  


       OPERATING (LOSS)     (21 )  (2,736 )
   
INTEREST INCOME     90    148  


       NET INCOME (LOSS) FOR THE PERIOD     69    (2,588 )


EARNINGS (LOSS) PER SHARE     0.00    (0.17 )


Comments:   
    1. Employee Stock Based Compensation expenses    122    167  


    2. Shares for calculation of earnings (loss) per  
       share  
       Basic and Diluted    15,206    14,931  


    3. The adjusted results excluding employee  
       Stock Based Compensation:  
          Gross profit    4,080    1,530  
          Operating expenses    3,979    4,099  
          Net Income (Loss)    191    (2,421 )
          Earnings (Loss) per share    0.01    (0.16 )



NOVA MEASURING INSTRUMENTS LTD.
CONSOLIDATED BALANCE SHEET

(U.S. dollars in thousands)

As of March 31, 2004
As of December 31, 2003
(unaudited)
CURRENT ASSETS            
    Cash and cash equivalents    22,346    26,634  
    Short-term interest-bearing bank deposits    694    711  
    Held to maturity securities    5,990    4,296  
    Trade accounts receivable    7,248    5,804  
    Inventories    4,173    4,152  
    Other current assets    992    1,244  


     41,443    42,841  


LONG-TERM ASSETS   
    Long-term interest-bearing bank deposits    1,386    1,386  
    Other long- term assets    250    242  
    Severance pay funds    2,042    2,024  
    Fixed assets, net    1,487    1,425  


     5,165    5,077  


     46,608    47,918  


CURRENT LIABILITIES   
    Trade accounts payable    4,100    5,389  
    Other current liabilities    6,628    7,102  


     10,728    12,491  


LONG-TERM LIABILITIES   
    Liability for employee termination benefits    2,634    2,653  
    Deferred Income    326    263  
    Other long-term liability    142    175  


     3,102    3,091  


    SHAREHOLDERS' EQUITY   
       Share capital    46    46  
       Additional paid- in capital    73,134    72,785  
       Deferred stock-based compensation    -    (122 )
       Accumulated other comprehensive income    (85 )  13  
       Accumulated deficit    (40,317 )  (40,386 )


     32,778    32,336  


     46,608    47,918