FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * DEUSTER ROBERT G   2. Issuer Name and Ticker or Trading Symbol NEWPORT CORP [NEWP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman & CEO (Last) (First) (Middle) 1791 DEERE AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 01/31/2006 (Street) IRVINE, CA 92606 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/31/2006   M   101,500 A $ 3.2083 101,500 D   Common Stock 01/31/2006   G(1) V 101,500 D $ 0 0 D   Common Stock 01/31/2006   G(1) V 101,500 A $ 0 203,950 I Held in family trust (2) Common Stock 01/31/2006   F(3)   51,238 D $ 16.97 152,712 I Held in family trust (2) Common Stock 01/31/2006   F(4)   9,970 D $ 16.97 142,742 I Held in family trust (2) Common Stock 02/02/2006   M(5)   10,000 A $ 3.2083 10,000 D   Common Stock 02/02/2006   S(5)   5,000 D $ 18.27 5,000 D   Common Stock 02/02/2006   S(5)   2,500 D $ 18.24 2,500 D   Common Stock 02/02/2006   S(5)   2,500 D $ 18.01 0 D   Common Stock               15,000 I Held in deferred compensation plan (6) Common Stock               200 I Held by son (7) Common Stock               200 I Held by daughter (8) Common Stock               142,742 I Held in family trust (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock option (right to buy)

$ 3.2083

01/31/2006

M(5)

101,500

05/01/2000

04/30/2006

Common Stock

101,500

$ 0

30,000

D

Stock option (right to buy)

$ 3.2083

02/02/2006

M(5)

10,000

05/01/2000

04/30/2006

Common Stock

10,000

$ 0

20,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DEUSTER ROBERT G 1791 DEERE AVENUE IRVINE, CA 92606	X		Chairman & CEO

Signatures

Jeffrey B. Coyne, Sr. VP and General Counsel, as attorney in fact for reporting person		02/02/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Shares were transferred by reporting person to reporting person and his spouse as trustees of a family trust.
(2)	Shares are held by reporting person and his spouse as trustees of a family trust.
(3)	Shares owned by reporting person were surrendered to the issuer in payment of the exercise price and tax withholding obligations resulting from the exercise of a stock option issued to reporting person in accordance with Rule 16b-3.
(4)	Shares owned by reporting person were surrendered to the issuer in payment of tax withholding obligations resulting from the distribution of restricted stock to reporting person from the issuer's Deferred Compensation Plan. Such restricted stock was issued to reporting person in accordance with Rule 16b-3.
(5)	Transaction was effected pursuant to a Rule 10b5-1 trading plan established by reporting person on May 19, 2005.
(6)	Shares are held in issuer's Deferred Compensation Plan.
(7)	Shares are held by reporting person's son, and reporting person disclaims beneficial ownership in such shares.
(8)	Shares are held by reporting person's daughter, and reporting person disclaims beneficial ownership in such shares.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.