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		—

*	Less than 1%
(1)	Includes shares of common stock issuable upon conversion of the notes.
(2)	Assumes a conversion rate of 41.5861 shares per $1,000 principal amount of notes and a cash payment in lieu of any fractional interest.

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