PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus Dated April 25, 2007)		Filed Pursuant to Rule 424(b)(3) Registration No. 333-142362

NEWPORT CORPORATION

$175,000,000
2.50% Convertible Subordinated Notes due 2012 and
Common Stock Issuable upon Conversion of the Notes

     This prospectus supplement supplements information contained in that certain prospectus dated April 25, 2007 of Newport Corporation (the “Company”), relating to the offer and sale from time to time of up to $175,000,000 of the Company’s 2.50% Convertible Subordinated Notes due 2012, or the notes, and 7,277,567 shares of the Company’s outstanding common stock that are issuable upon conversion of the notes, which are held by certain securityholders named in the prospectus under the section entitled “Selling Securityholders”. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus, including any amendments or supplements thereto.

     The following table amends and supplements the information set forth in the prospectus under the caption “Selling Securityholders” with respect to the selling securityholders named below and the respective notes and shares of common stock beneficially owned by such selling securityholders that may be offered pursuant to the prospectus:

										Shares of								Shares of
		Principal								Common								Common
		Amount of								Stock				Conversion				Stock
		Notes								Beneficially				Shares of				Beneficially
		Beneficially				Percentage				Owned Prior to the				Common				Owned After
Name of		Owned and				of Notes				Offering				Stock Offered				Completion of
Selling Securityholder		Offered				Outstanding				(1)(2)				(2)				the Offering
Absolute Strategies Fund, Forum Funds Trust		$	350,000				*				14,555				14,555				—
Highbridge Convertible Arbitrage Master Fund, LP		$	1,480,000				*				61,547				61,547				—
Highbridge International LLC		$	6,520,000				3.73	%			271,141				271,141				—
Mohican VCA Master Fund, Ltd.		$	2,900,000				1.66	%			120,599				120,599				—
Peoples Benefit Life Insurance Company Teamsters		$	2,700,000				1.54	%			112,282				112,282				—
Pioneer High Yield VCT Portfolio		$	500,000				*				20,793				20,793				—
Polygon Global Opportunities Master Fund		$	13,000,000				7.43	%			540,619				540,619				—
Redbourn Partners Ltd.		$	7,000,000				4.0	%			291,102				291,102				—

The date of this prospectus supplement is May 18, 2007.