Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Werth Dennis L
 2. Date of Event Requiring Statement (Month/Day/Year)
05/15/2012		 3. Issuer Name and Ticker or Trading Symbol
NEWPORT CORP [NEWP]
(Last)
(First)
(Middle)
1791 DEERE AVENUE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President, PCSB
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

IRVINE, CA 92606		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 46,196 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (2) 02/22/2015 Common Stock 10,000 $ 13.46 D  
Stock Appreciation Right (Stock-Settled)   (3) 03/20/2016 Common Stock 27,510 $ 4.18 D  
Stock Appreciation Right (Stock-Settled)   (4) 03/31/2017 Common Stock 9,510 $ 12.47 D  
Stock Appreciation Right (Stock-Settled)   (5) 05/17/2018 Common Stock 6,840 $ 17.06 D  
Stock Appreciation Right (Stock-Settled)   (6) 04/12/2019 Common Stock 9,630 $ 17.12 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Werth Dennis L
1791 DEERE AVENUE
IRVINE, CA 92606		       Senior Vice President, PCSB  

Signatures

/s/ Jeffrey B. Coyne, SVP & General Counsel, as attorney-in-fact for reporting person 05/24/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes outstanding restricted stock units (RSUs) representing the right to receive upon vesting a total of 17,360 shares of the issuer's common stock. Such RSUs were awarded and vest as follows: 3,170 RSUs awarded in 2010 vest in full on March 31, 2013; 4,560 RSUs awarded in 2011 vest in two remaining equal installments on March 31, 2013 and March 31, 2014; and 9,630 RSUs awarded in 2012 vest in three equal installments on March 31, 2013, March 31, 2014 and March 31, 2015. The vesting of the 9,630 RSUs awarded in 2012 is subject to the achievement by the issuer of a specified financial performance goal for 2012.
(2) Option vested in equal 25% annual installments and became fully vested on February 23, 2009.
(3) Stock appreciation right vested in equal one-third annual installments and became fully vested on March 20, 2012.
(4) Stock appreciation right vests in equal one-third installments. The first two one-third installments vested on March 31, 2011 and March 31, 2012, and the remaining one-third installment vests on March 31, 2013.
(5) Stock appreciation right vests in equal one-third installments. The first one-third installment vested on March 31, 2012, and the remaining two one-third installments vest on March 31, 2013 and March 31, 2014.
(6) Stock appreciation right vests in equal one-third installments on March 31, 2013, March 31, 2014 and March 31, 2015.

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