NVMI Nova Ltd

 This Amendment No. 5 amends and supplements the Statement on Schedule 13D
(as amended from time to time, the "Statement") in respect of the Ordinary
Shares, par value New Israeli Shekel 0.01 per share, (the "Ordinary Shares"), of
Nova Measuring Instruments Ltd. (the "Issuer"), previously filed with the
Securities and Exchange Commission (the "SEC") by the Reporting Persons, the
last amendment of which was filed with the SEC on March 25, 2010.

 Unless otherwise defined in this Amendment No. 5, capitalized terms have
the meanings given to them in the Statement.

The following amends and supplements Items 2, 5 and 7 of the Statement.

ITEM 2. IDENTITY AND BACKGROUND

Item 2 of the Statement is hereby amended and supplemented as follows:

(a), (b) and (c): The Reporting Persons.

As of December 10, 2010:

 IDB Holding owned all (100%) of the outstanding shares of IDB Development.

 Nochi Dankner (together with a private company controlled by him) and his
sister Shelly Bergman owned approximately 56.3% and 12.4% respectively of the
outstanding shares of, and control, Ganden Holdings Ltd. ("Ganden Holdings"), a
private Israeli company.Other than Shelly Bergman, only one of Ganden Holdings'
other shareholders, owning approximately 1.7% of Ganden Holdings' outstanding
shares, has a tag along right granted to it by Nochi Dankner to participate in
certain sales of Ganden Holdings' shares by Nochi Dankner, and such shareholder
agreed to vote all its shares of Ganden Holdings in accordance with Nochi
Dankner's instructions.

 Ganden Holdings owned approximately 54.7% of the outstanding shares of IDB
Holding, including approximately 37.2% of the outstanding shares of IDB Holding
owned through Ganden Investments I.D.B. Ltd. ("Ganden"), a private Israeli
company, which is a wholly owned subsidiary of Ganden Holdings. Approximately
31% of the outstanding shares of IDB Holding owned by Ganden are subject to the
Shareholders Agreement. The additional shares of IDB Holding owned by Ganden and
Ganden Holdings are not subject to the Shareholders Agreement. Substantially all
of the shares of IDB Holding owned by Ganden and Ganden Holdings have been
pledged to financial institutions as collateral for loans taken to finance the
purchase of these shares. Upon certain events of default, these financial
institutions may foreclose on the loans and assume ownership of or sell these
shares.

 Shelly Bergman holds, through a wholly owned private Israeli corporation,
approximately 4.2% of the outstanding shares of IDB Holding. These shares of IDB
Holding are not subject to the IDB Shareholders Agreement.

 Ruth Manor owned through a private Israeli corporation which is controlled
by her approximately 13.3% of the outstanding shares of IDB Holding, including
approximately 10.2% of the outstanding shares of IDB Holding owned through Manor
Investments - IDB Ltd. ("Manor"), which is a majority owned subsidiary of the
above-mentioned private corporation. Approximately 10.3% of the outstanding
shares of IDB Holding owned by Manor are subject to the Shareholders Agreement.
The additional shares of IDB Holding owned by these corporations are not subject
to the Shareholders Agreement.



 Page 10 of 14 pages

 Avraham Livnat owned through a private Israeli corporation which is
controlled by him approximately 13.3% of the outstanding shares of IDB Holding,
including approximately 10.2% of the outstanding shares of IDB Holding owned
through Avraham Livnat Investments (2002) Ltd., which is a wholly owned
subsidiary of the above-mentioned private corporation. Approximately 10.3% of
the outstanding shares of IDB Holding owned by Livnat are subject to the
Shareholders Agreement. The additional shares of IDB Holding owned these
corporations are not subject to the Shareholders Agreement.

 The name, citizenship, residence or business address and present principal
occupation of the directors and executive officers of IDB Development is set
forth in Exhibit 3 attached hereto, and incorporated herein by reference. This
Exhibit 3 replaces Exhibit 3 previously attached to the Statement.

 (d) None of the Reporting Persons or, to the knowledge of the Reporting
Persons, any of the persons named in Exhibits 1 through 4 to this Statement,
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors).

 (e) None of the Reporting Persons or, to the knowledge of the Reporting
Persons, any of the persons named in Exhibits 1 through 4 to this Statement has,
during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Statements is hereby amended and restated in its entirety as
follows:

The percentages of Ordinary Shares outstanding set forth in this Statement are
based on 25,110,441 Ordinary Shares outstanding as of December 7, 2010 as the
Issuer advised the Reporting Persons.

(a), (b) As of December 10, 2010:

 Clal Industries and Clal Electronics beneficially own, and may be deemed to
share the power to vote and dispose of, 2,824,476 Ordinary Shares, constituting
approximately 11.25% of the outstanding Ordinary Shares of the Issuer.

 IDB Development may be deemed the beneficial owner of, and to share the
power to vote and dispose of the 2,824,476 Ordinary Shares beneficially owned by
Clal Industries, constituting, in the aggregate, approximately 11.25% of the
outstanding Ordinary Shares of the Issuer. IDB Development disclaims beneficial
ownership of all of the 2,824,476 Ordinary Shares reported in this Statement.

 IDB Holding and the Reporting Persons who are natural persons may be deemed
to be the beneficial owners of, and to share the power to vote and dispose of
the 2,824,476 Ordinary Shares beneficially owned by IDB Development,
constituting approximately 11.25% of the outstanding Ordinary Shares of the
Issuer. IDB Holding and the Reporting Persons who are natural persons disclaim
beneficial ownership of such shares.


 Page 11 of 14 pages

 Based on information furnished to the Reporting Persons, the Reporting
Persons are not aware of any executive officer or director named in Exhibit 1
through 4 to the Statement, beneficially owning any Ordinary Shares.

 (c) None of the Reporting Persons or, to the Reporting Persons' knowledge,
any of the executive officers and directors named in Exhibits 1 through 4 to
this Statement, purchased or sold any Ordinary Shares in the past sixty days,
except as set forth below:

 During the period from December 7, 2010 through December 17, 2010, Clal
Electronics made the following sales of Ordinary Shares, totaling 650,000
Ordinary Shares, all of which were made in open market transactions on the
NASDAQ:

---------------------- -------------------- ------------------------
DATE PRICE PER SHARE NUMBER OF
(DD/MM/YY) (US$) SHARES SOLD
---------------------- -------------------- ------------------------
7/12/10 7.731 49,599
---------------------- -------------------- ------------------------
8/12/10 7.607 115,401
---------------------- -------------------- ------------------------
9/12/10 7.585 85,000
---------------------- -------------------- ------------------------
10/12/10 7.698 89,281
---------------------- -------------------- ------------------------
13/12/10 7.635 130,719
---------------------- -------------------- ------------------------
14/12/10 7.502 30,000
---------------------- -------------------- ------------------------
14/12/10 7.502 52,168
---------------------- -------------------- ------------------------
15/12/10 7.394 35,208
---------------------- -------------------- ------------------------
16/12/10 7.307 12,624
---------------------- -------------------- ------------------------
17/12/10 7.285 50,000
---------------------- -------------------- ------------------------

(d) Not applicable.

(e) Not applicable.


ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

EXHIBIT # DESCRIPTION

Exhibits 1, 2 Name, citizenship, business address, present principal
and 4 occupation and employer of executive officers and directors
 of Clal Electronics Industries Ltd. (Exhibit 1), Clal
 Industries and Investments Ltd. (Exhibit 2), and IDB Holding
 (Exhibit 4). (*)

Exhibit 3 Name, citizenship, business address, present principal
 occupation and employer of executive officers and directors
 of IDB Development.

Exhibit 5 Joint Filing Agreement between Clal Industries and
 Investments Ltd. and Clal Electronics Industries Ltd.
 authorizing Clal Industries and Investments Ltd. to file
 this Schedule 13D and any amendments hereto. (**)

Exhibit 6 Joint Filing Agreement between Clal Industries and
 Investments Ltd. and IDB Development authorizing Clal
 Industries and Investments Ltd. to file this Schedule 13D
 and any amendments hereto. (**)


 Page 12 of 14 pages

Exhibit 7 Joint Filing Agreement between Clal Industries and
 Investments Ltd. and IDB Holding authorizing Clal Industries
 and Investments Ltd. to file this Schedule 13D and any
 amendments hereto. (**)

Exhibit 8 Joint Filing Agreement between Clal Industries and
 Investments Ltd. and Mr. Dankner authorizing Clal Industries
 and Investments Ltd. to file this Schedule 13D and any
 amendments hereto. (**)

Exhibit 9 Joint Filing Agreement between Clal Industries and
 Investments Ltd. and Mrs. Bergman authorizing Clal
 Industries and Investments Ltd. to file this Schedule 13D
 and any amendments hereto. (**)

Exhibit 10 Joint Filing Agreement between Clal Industries and
 Investments Ltd. and Mrs. Manor authorizing Clal Industries
 and Investments Ltd. to file this Schedule 13D and any
 amendments hereto. (**)

Exhibit 11 Joint Filing Agreement between Clal Industries and
 Investments Ltd. and Mr. Livnat authorizing Clal Industries
 and Investments Ltd. to file this Schedule 13D and any
 amendments hereto. (**)

(*) Previously filed as Exhibits 1, 2 and 4 to Amendment No. 4 to the Schedule
13D filed with the SEC on March 25, 2010, and incorporated herein by reference.

(**) Previously filed as Exhibits 5-11 to Amendment No. 3 to the Schedule 13D
filed with the SEC on December 11, 2007, and incorporated herein by reference.


 Page 13 of 14 pages

 SIGNATURE

 After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.

Dated: December 29, 2010

 CLAL ELECTRONICS INDUSTRIES LTD.
 CLAL INDUSTRIES AND INVESTMENTS LTD.
 IDB DEVELOPMENT CORPORATION LTD.
 IDB HOLDING CORPORATION LTD.
 NOCHI DANKNER
 SHELLY BERGMAN
 RUTH MANOR
 AVRAHAM LIVNAT

 BY: CLAL INDUSTRIES AND INVESTMENTS LTD.

 By: /s/ Yehuda Ben Ezra, /s/ Gonen Bieber
 -------------------------------------
 Yehuda Ben Ezra, and Gonen Bieber authorized signatories of
 Clal Industries and Investments Ltd. for itself and on
 behalf of IDB Holding Corporation Ltd, IDB Development
 Corporation Ltd., Nochi Dankner, Shelly Bergman, Ruth Manor
 and Avraham Livnat pursuant to the agreements annexed as
 Exhibits 5-11 to this Schedule 13D.

 Page 14 of 14 pages

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