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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G/A

Under The Securities Exchange Act of 1934

(AMENDMENT NO. 3)*

Nova Measuring Instruments Ltd.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

M7516K103

(CUSIP Number)

December 31, 2011

(Date of Event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

x Rule 13d-1(b)

x Rule 13d-1(c)

Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 8 Pages

CUSIP No. M7516K103 13G Page 2 of 8 Pages
------------






--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
 S.S. OR I.R.S. IDENTIFICATION NO OF ABOVE PERSON
 Invicta Capital Management, LLC

 33-1206133
--------------------------------------------------------------------------------

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a) / /

 (b) / /

--------------------------------------------------------------------------------
3 SEC USE ONLY


--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION


 New York
--------------------------------------------------------------------------------



 5 SOLE VOTING POWER

 1,384,000
 NUMBER OF --------------------------------------------------
 SHARES BENEFICIALLY 6 SHARED VOTING POWER
 OWNED BY
 EACH -
 REPORTING --------------------------------------------------
 PERSON WITH 7 SOLE DISPOSITIVE POWER

 1,384,000
 --------------------------------------------------
 8 SHARED DISPOSITIVE POWER

 -
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,384,000
--------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 -
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 5.3%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*

 IA
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
 *SEE INSTRUCTION BEFORE FILLING OUT!






CUSIP No. M7516K103 13G Page 3 of 8 Pages
 -------------






--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
 S.S. OR I.R.S. IDENTIFICATION NO OF ABOVE PERSON
 Gregory A. Weaver


--------------------------------------------------------------------------------

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (c) / /

 (d) / /

--------------------------------------------------------------------------------
3 SEC USE ONLY


--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION


 U.S.A.
--------------------------------------------------------------------------------

 5 SOLE VOTING POWER

 NUMBER OF -
 SHARES BENEFICIALLY -------------------------------------------------------
 OWNED BY 6 SHARED VOTING POWER
 EACH
 REPORTING 1,384,000 - (See Schedule Item 4
 PERSON WITH incorporated by reference)
 -------------------------------------------------------
 7 SOLE DISPOSITIVE POWER

 -
 -------------------------------------------------------
 8 SHARED DISPOSITIVE POWER

 1,384,000 - (See Schedule Item 4
 incorporated by reference)

--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,384,000 - (See Schedule Item 4
 incorporated by reference)
--------------------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 -
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 5.3%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*

 IN

--------------------------------------------------------------------------------
 *SEE INSTRUCTION BEFORE FILLING OUT!





CUSIP NO. M7516K103 SCHEDULE 13G Page 6 of 8 Pages



ITEM 1 (a). NAME OF ISSUER:
 Nova Measuring Instruments Ltd.

ITEM 1 (b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
 Weizmann Science Park, Einsteing St., Building 22, 2nd Floor
 Ness-Ziona, Israel

ITEM 2 (c). NAME OF PERSON FILING:
 Invicta Capital Management, LLC ("ICM"),
 Gregory A. Weaver, Gregory A. Weaver is the controlling member
 of ICM.

ITEM 2 (b). ADDRESS OR PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
 The address of the principal business office of each reporting
 person is: 60 East 42nd St, New York, NY 10165.


ITEM 2 (c). CITIZENSHIP:
 Invicta Capital Management, LLC New York
 Gregory A Weaver, United States

ITEM 2 (d). TITLE OF CLASS OF SECURITIES:
 Common Stock

ITEM 2 (e). CUSIP NUMBER:
 M7516K103

ITEM 3 (e) THE PERSONS FILING THIS SCHEDULE, PURSUANT TO
 PARAGRAPH 240.13d-1(b) ARE A:
 (X) Parent Holding Company or control person in accordance with
 Rule 13d-a(b)(1)(ii)(G);

ITEM 4. OWNERSHIP:

 The following percentage interest calculations for each of
 the Reporting Persons are based on the Issuer having
 26,334,000 shares of common stock outstanding as of
 September 30, 2011, as reported in the Issuer Form 6-K filed
 with the Securities and Exchange Commission on November 1, 2011.
 ICM owns beneficially 1,384,000 shares of the Issuer common
 stock, which constitutes approximately 5.3% of the
 outstanding shares such stock. ICM and Mr. Weaver share
 the power to vote or to direct the vote and to dispose or
 to direct the disposition of such shares Gregory A. Weaver
 because of his position as the control person of ICM,
 may be deemed to be beneficial owner of the 1,384,000 Shares in
 that he might be deemed to share the power to direct the voting
 or disposition of the securities.


CUSIP NO. M7516K103 SCHEDULE 13G Page 7 of 8 Pages




ITEM 5. OWNERSHIP OF MORE THAN FIVE PERCENT OR LESS OF A CLASS:
 If this statement is being filed to report the fact that as of
 the date here of the reporting person has ceased to be the
 beneficial owner of more than five percent of the class of
 securities, check the following / /.



ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
 The shares reported are held in institutional accounts for the
 economic benefit of the beneficiaries of those accounts.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
 ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
 COMPANY:

 Not applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
 Not applicable.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
 Not applicable.

ITEM 10. CERTIFICATION:
 BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE
 AND BELIEF, THE SECURITIES REFERRED TO ABOVE WERE ACQUIRED AND
 ARE HELD IN THE ORDINARY COURSE OF BUSINESS AND WERE NOT
 ACQUIRED AND ARE NOT HELD FOR THE PURPOSE OF OR WITH THE
 EFFECT OF CHANGING OR INFLUENCING THE CONTROL OF THE ISSUER OF
 SUCH THE SECURITIES AND WERE NOT ACQUIRED AND ARE NOT HELD IN
 CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION HAVING
 SUCH PURPOSES OR EFFECT.

 SIGNATURE:
 AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND
 BELIEF, I CERTIFY THAT THE INFORMATION SET FORTH IN THIS
 STATEMENT IS TRUE, COMPLETE AND CORRECT.

 Invicta Capital Management LLC

February 14, 2012 /s/ Gregory A. Weaver
--------------------------- By: --------------------------------------
 DATED Gregory A. Weaver
 President


 /s/ Gregory A. Weaver
 By: --------------------------------------
 Gregory A. Weaver







CUSIP NO. M7516K103 SCHEDULE 13G Page 8 of 8 Pages





 EXHIBIT 1

 AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G



This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities and
Exchange Act of 1934, as amended (the "Act"), by and among the parties listed
below, each referred to herein as "Joint Filer". The Joint Filers agree that a
statement of beneficial ownership as required by Section 13(d) of the Act and
the Rules thereunder may be filed on each of their behalf on Schedule 13G and
that said joint filing may thereafter be amended by further joint filings. The
Joint Filers state that they each satisfy the requirements for making a joint
filing under rule 13d-1.


 Invicta Capital Management LLC

February 14, 2012 /s/ Gregory A. Weaver
--------------------------- By: --------------------------------------
 DATED Gregory A. Weaver
 President


 /s/ Gregory A. Weaver
 By: --------------------------------------
 Gregory A. Weaver

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