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: June 5, 2007
Commission File No.: 000-30688

NOVA MEASURING INSTRUMENTS LTD.

Building 22 Weitzmann Science Park, Rehovot
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): ____

Indicateby 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 Elects a New Audit Committee Member”.

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) and into Nova Measuring Instruments Ltd.‘s registration statement on Form F-3, filed with the Securities and Exchange Commission on May 11, 2007 (File No. 333-142834).

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: June 5, 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

Nova Elects a New Audit Committee Member

REHOVOT, Israel, June 5, 2007 (PRNewswire-FirstCall) – 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, announced that on June 4, 2007, Dr. Alon Dumanis, an independent member of the board of directors of Nova, who has served on the company’s board for the past five years, was elected to serve as a member of the audit committee.

Nova received a letter from Nasdaq Listing Qualifications on May 30, 2007 stating that as a result of the resignation of Mr. Joseph Ciechanover from Nova’s board of directors , Nova is no longer in compliance with Nasdaq’s audit committee requirements as set forth in Marketplace Rule 4350. Nasdaq provided Nova a cure period in order to regain compliance pursuant to Marketplace Rule 4350(d)(4) as follows: until the earlier of Nova’s next annual shareholders’ meeting or May 24, 2008; or if the next annual shareholders’ meeting is held before November 20, 2007, then Nova must evidence compliance no later than November 20, 2007. The company recently reported that Mr. Ciechanover announced his resignation for personal reasons.

Following the election of Dr. Alon Dumanis, to serve as a member of the audit committee, Nova believes that it has regained compliance with Nasdaq’s audit committee requirements as set forth in Marketplace Rule 4350.

About Nova: Nova Measuring Instruments Ltd. develops, produces and markets advanced integrated and stand alone metrology solutions for the semiconductor manufacturing industry. Nova is traded on the NASDAQ & TASE under the symbol NVMI. The Company’s website is www.nova.co.il.