SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

~~April~~July 28, 2005

ICOS VISION SYSTEMS CORPORATION N.V.

(Translation of registrant’s name into English)

Researchpark Haasrode, Zone 1

Esperantolaan 8, 3001 Heverlee, Belgium

(Address of Principal Executive Offices)

(Indicate by check mark whether the Registrant files or will file

annual reports under cover of Form 20-F or Form 40-F)


Form 20-F X		Form 40-F

(Indicate by check mark whether the registrant by furnishing the

information contained in this form is also thereby furnishing the information to the

Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934)


Yes		No X

(If “Yes” is marked, indicate below the file number assigned to the

Registrant in connection with Rule 12g3-2(b): 82- )

LOGO

Contact:


Contact:
ICOS Vision Systems Corporation NV		Lippert/Heilshorn & Associates, Inc.
Tel: 32 16 398 220		212-838-3777
Investor.relations@icos.be		jburfening@lhai.com

ICOS Vision Systems Corporation NV		Jody Burfening/Carolyn Capaccio
Tel: 32 16 398 220		Lippert/Heilshorn & Associates, Inc.
Investor.relations@icos.be		212-838-3777 (ext. 6608)

ICOS VISION SYSTEMS REPORTS FINANCIAL RESULTS FOR THE SECOND

ICOS VISION SYSTEMS REPORTS FINANCIAL RESULTS FOR THE FIRST

QUARTER OF 2005

Heverlee, Belgium – ~~April~~ July 28, 2005. – ICOS Vision Systems Corporation NV (Nasdaq and Euronext: IVIS), a world leader in vision solutions, today announced its unaudited financial results for the ~~first~~second quarter ended ~~March 31~~June 30, 2005.

Revenues for the three months ended June 30, 2005 were € 16.1 million, representing a decrease of 1% over first quarter revenues of € 16.2 million, ~~approximately~~and 1a decrease of 41% ~~lower~~compared ~~than~~to the € 16 27.3 million reported for the ~~fourth~~second quarter of 2004. Income from operations for the second quarter of 2005 was € 2.7 million, 18% higher than the first quarter’s operating income of € 2.3 million and 2371% lower than the € 21 9.0 6 million reported for the ~~prior~~second ~~year~~quarter of 2004. Net income for the second quarter of 2005 was € 2.1 million, or 20 Eurocents per share, compared to net income of € 1.7 million, or 16 Eurocents per share, for the first quarter of 2005 and to net income of € 6.7 million, or 64 Eurocents per share, for the second quarter of 2004.

~~Operating~~Revenues ~~income~~for ~~was~~the €six 2months ended June 30, 2005 were € 32.3 million, ~~compared~~representing toa €decrease 3of 33% over the € 48.3 million for the ~~fourth~~same ~~quarter~~period ofin 2004. ~~and~~Income €from ~~6.3~~operations ~~million~~ for the first ~~quarter~~six months of ~~2004,~~2005 ~~representing~~was ~~decreases~~€ 5.1 million ofcompared ~~29%~~to € 15.9 million ~~and~~for ~~63%,~~the ~~respectively.~~same ~~Included~~period inlast ~~operating~~year. ~~expenses~~Net income for the first ~~quarter~~six ~~were~~months ~~approximately~~ of 2005 was € 3.8 million, ~~650~~or ~~thousand~~36 inEurocents ~~one-time~~compared ~~anticipated~~to ~~legal~~net ~~expenses~~income of € 11.3 million, or € 1,07 per share, for the first six months of 2004.

~~Net~~“Our ~~income~~performance ~~was~~in the second quarter €was ~~1.7~~in ~~million~~line with our guidance, orwith revenues holding steady at around € 16 million ~~Eurocents~~for ~~per~~the ~~share~~third consecutive quarter, ~~compared~~while tooperating €profit ~~3.4~~and ~~million,~~net orincome 32improved ~~Eurocents~~sequentially,” ~~per~~said ~~share~~Anton DeProft, ~~for~~ICOS’ President and Chief Executive Officer. “We also maintained our strong R&D focus on developing the ~~fourth~~technology ~~quarter~~and the products of ~~2004~~the future, and €are 4excited about the potential of our newer products to successfully penetrate some existing and emerging market and to deliver profitable growth.6 ~~million~~Further, orwe 44continued ~~Eurocents~~to ~~per~~improve ~~share~~our balance sheet, ~~for~~with ~~the~~total ~~first~~equity ~~quarter~~at an all time high of ~~2004~~€ 78.7 million on total assets topping € 100 million.”

~~Cash~~Mr. Deproft ~~and~~concluded, ~~cash~~“Based ~~equivalents~~on ~~stood~~our atimproving €order ~~46.1~~intake ~~million~~and atwhat ~~the~~our ~~end~~customers are oftelling ~~the~~us ~~first~~about ~~quarter~~their ~~with ICOS~~investment ~~generating~~plans €for ~~4.5~~the ~~million~~second ~~cash~~half ~~from~~of ~~operations~~the year, ~~including~~we ~~changes~~believe inthat ~~working~~the ~~capital,~~second ~~during~~quarter marked the ~~quarter~~bottom of the current back-end semiconductor cycle.

~~“The~~Driven ~~first~~by ~~quarter’s~~a ~~sequentially~~recovery ~~flat~~in ~~revenues indicate to us that we have reached~~ the ~~end~~semiconductor of a down cycle with demand for our products stabilized while new additions to our product offering, notably wafer inspection and solar cells, continued to gain market acceptance. Following a correction period, chip inventories and back-end, ~~equipment~~we ~~utilization~~expect ~~rates~~revenues ~~appear~~ to bestart ~~back~~to atincrease ~~healthy~~modestly ~~levels,” said~~in ~~Anton~~the ~~DeProft~~third quarter, ~~ICOS’~~in ~~president~~the ~~and~~5 ~~chief~~to ~~executive~~10% ~~officer~~range. ~~“Despite~~Accordingly, ~~weak market conditions~~ we ~~further~~expect ~~increased research and development expenses during the quarter, consistent with~~ our ~~policy~~operational ~~of investing in future product introductions during down cycles, and still generated an operating~~ margin ofto ~~close~~continue to ~~15%~~improve ~~and a net margin of just over 10%~~slightly.”

~~“Looking~~About ~~ahead,~~ICOS we expect second quarter revenues to remain relatively flat with respect to the first quarter, even though we see some evidence that demand will pick up towards the end of the current quarter. We also expect a sequential improvement in operating and net margins.”

ICOS designs and manufactures inspection equipment for the semiconductor packaging industry. It is a world-leading supplier of equipment for the final visual control of chips before they are used in various applications, such as ~~PC’s~~PCs, cars or portable phones. ICOS’ systems perform two- and three-dimensional (2D and 3D) ~~metrology~~inspections ~~and inspection~~ as part of the final visual quality control step in the ~~manufacturing~~manufacture of chips, wafers, flexible tapes for flat panel displays, sockets, substrates and solar cells. Aside from its complete systems, ICOS also offers inspection ~~modules~~subsystems for integration in other equipment.

ICOS’ ~~headquarters~~is ~~are~~headquartered ~~located~~ in Heverlee, Belgium and it has R&D centers in Belgium, Germany and Hong Kong and sales and support offices in Japan, the USA, Singapore, Hong Kong and Korea and a production ~~facility~~facilities in Belgium, Hong Kong and China.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Certain matters discussed in this press release, such as market conditions and ~~more in particular~~ the ~~expectation that the market reached the end of a down-cycle and the~~ Company’s expected financial performance in the ~~second~~third quarter of 2005 and the balance of 2005, and any other statements about ICOS’ plans, objectives, expectations and intentions, are forward-looking statements. These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, without limitation, ~~risks~~the ~~related~~risk tothat ~~the~~improved ~~evolution~~order intake ofwill ~~the~~not ~~economical~~translate ~~and~~into ~~political~~increased ~~situation~~orders, ~~risks~~and ~~related~~that tocertain orders may be rescheduled or cancelled; the ~~evolution~~Company’s ofdependence on the cyclical semiconductor and ~~semiconductor~~electronic ~~equipment~~assembly ~~markets~~industries; uncertainties inherent in the development of new products and the enhancement of existing products, including technical and regulatory risks, ~~relating~~cost overruns and delays; the risk that newly introduced products may contain undetected errors or defects or otherwise not perform as anticipated; the company’s ability to ~~intellectual~~predict ~~property~~accurately the demand for its products, and products under development, and to develop strategies to address its markets successfully; risks relating to technological change, and the introduction of new products by the Company’s competitors,; risks relating to intellectual property and the inherent uncertainty of law suits alleging patent infringement that have been filed ~~against~~or ~~the~~threatened ~~Company~~against, ~~as well~~or asfiled ~~risks~~by, ~~relating to~~ the Company’s; ~~dependence on the cyclical semiconductor and electronic assembly industries,~~ risks relating to the conduct of the business worldwide, risks related to currency exchanges and other risks referred to in our most recent annual report on form 20-F and other filings with the Securities and Exchange Commission. The Company cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based., Further discussion of risk factors is also available in the Company’s SEC filings.

ICOS Vision Systems Corporation ~~N.V.~~NV can be found on the World Wide Web at www.~~ICOS~~icos.be

-tables to follow-

ICOS Vision Systems Corporation NV

Consolidated Statements of Operations according to US GAAP

(in thousands of ~~Euro~~EURO, except for share and per share data)

	Three Months Ended
	Three months ended June 30				Six months ended June 30
	March 31, 2005		March 31, 2004
	2005		2004		2005		2004
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Revenues	16,~~192~~075		2127,~~045~~286		32,268		48,331
Cost of goods sold	6,~~399~~404		810,~~631~~482		12,804		19,113
Gross profit	9,~~793~~671		1216,~~414~~804		19,464		29,218
Operating expenses:
Research & development	2,~~641~~656		12,~~833~~218		5,297		4,051
Selling, general & administrative	4,~~823~~277		45,~~279~~005		9,100		9,284
Total operating expenses	76,~~464~~933		67,~~112~~223		14,397		13,335
Income from operations	2,~~329~~738		69,~~302~~581		5,067		15,883
Other income:
Other income (loss):
Interest income, net	~~111~~154		3326		265		59
Other income	4346		3541		90		76
Foreign currency exchange gain (loss)	(130	)	(23	)
Foreign currency exchange loss	(268	)	(54	)	(399	)	(77	)
Net other income	24		45
Net other income (loss)	(68	)	13		(44	)	58
Net income before taxes	2,~~353~~670		69,~~347~~594		5,023		15,941
Income taxes	~~681~~555		12,~~766~~899		1,237		4,665
Net income	12,~~672~~115		46,~~581~~695		3,786		11,276
Basic earnings per share	0.1620		0.4464		0.36		1.07
Weighted average number of shares	10,527,~~310~~607		10,~~507~~512,~~810~~557		10,527,459		10,510,184
Diluted earnings per share	0.16		0.43
Diluted earnings per shares	0.20		0.63		0.35		1.05
Diluted weighted average number of shares	10,~~700~~704,~~434~~309		10,~~707~~709,~~142~~213		10,703,819		10,708,388

ICOS Vision Systems Corporation NV

CONSOLIDATED BALANCE SHEETS according to US GAAP

(in thousands of ~~Euro~~EURO)

	March 31,2005		December 31,2004
	June 30,2005		December 31,2004
	(unaudited)		(audited)
ASSETS
Current assets
Current Assets
Cash and cash equivalents	4647,~~109~~171		42,179
Trade accounts receivable, net	1417,~~230~~299		16,166
Inventories, net	1618,~~724~~159		18,063
Prepaid expenses and other current assets	32,~~594~~890		2,864
Total current assets	8085,~~657~~519		79,272
Net property and equipment	10,~~231~~272		10,134
Intangible assets	54,~~193~~881		5,505
Other assets	2,~~115~~124		2,115
Total assets	98,196		97,026
Total Assets	102,796		97,026
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current Liabilities
Trade accounts payable	46,~~939~~736		5,466
Short-term borrowings & current portion long-term debt	~~653~~662		681
Other current liabilities	11,~~713~~210		12,168
Total current liabilities	1718,~~305~~608		18,315
Long-term debt, excluding current portion	4,~~344~~195		4,490
Other long-term liabilities	1,~~327~~298		1,313
Total liabilities	2224,~~976~~101		24,118
STOCKHOLDERS’ EQUITY
Common stock	3,~~237~~242		3,237
Additional paid-in-capital	22,~~396~~452		22,396
Retained earnings	5154,~~951~~065		50,279
Accumulated other comprehensive income (loss)	(21,~~364~~064	)	(3,004	)
Total stockholders’ equity	7578,~~220~~695		72,908
Total liabilities and stockholders’ equity	98102,~~196~~796		97,026

ICOS Vision Systems Corporation NV

CONSOLIDATED STATEMENTS OF CASH FLOWS ACCORDING TO US GAAP

(in thousands of EURO)

	Three months ended March 31
	Three months endedJune 30				Six months endedJune 30
	2005		2004		2005		2004
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Cash flows from operating activities
Net income	12,~~672~~115		46,~~581~~695		3,786		11,276
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	~~490~~500		~~140~~155		990		295
Allowance for doubtful debts	3168		~~(32~~89	)	99		56
Loss on disposal of property and equipment	18		—
Deferred tax expense (benefit)	198		921		113		2,066
Deferred tax expense (benefit)	(85	)	1,145
Loss on disposal of property and equipment	1		1		19		1
Changes in assets and liabilities:
Decrease (increase) in trade accounts receivable	(2,~~247~~484	)	(53,~~995~~677	)	(238	)	(9,672	)
Decrease (increase) in inventories	~~1,646~~(896	)	(3,~~188~~663	)	750		(6,852	)
Decrease (increase) in prepaid expenses and other current assets	~~(314~~817	)	(~~640~~1,031	)	503		(1,670	)
Decrease (increase) in other assets	(1015	)	(~~433~~1	)	(24	)	(434	)
(Decrease) increase in trade accounts payable	~~(586~~1,703	)	21,~~911~~617		1,117		4,528
(Decrease) increase in other current liabilities	(~~624~~874	)	25,~~301~~969		(1,498	)	8,269
(Decrease) increase in other long-term liabilities	(2655	)	~~222~~286		(80	)	509
Net cash provided by operating activities	41,~~459~~078		17,~~012~~361		5,537		8,372
Cash flows from investing activities
Additions to property and equipment	(~~258~~180	)	(52123	)	(438	)	(175	)
Acquisitions, net of cash received	—		(35	)
Payment for purchase of acquired intangible assets	—		(6,129	)	—		(6,129	)
Net cash used in investing activities	(258	)	(87	)
Acquisition, net of cash received	—		—		—		(35	)
Cash flows from financing activities
Net cash used in investing activities	(180	)	(6,252	)	(438	)	(6,339	)
Repayment of borrowings	(175	)	(167	)
Cash flows from financing activities
Net cash used in financing activities	(175	)	(167	)
Repayment of borrowings	(140	)	(132	)	(315	)	(298	)
Increase in cash and cash equivalents	4,026		758
Proceeds from shares issued in connection with the exercise ofstock options	61		72		61		72
Impact of exchange rate movements on cash	(96	)	146
Net cash used in financing activities	(79	)	(60	)	(254	)	(226	)
Cash and cash equivalents at beginning of period	42,179		29,530
Increase in cash and cash equivalents	819		1,049		4,845		1,807
Cash and cash equivalents at end of period	46,109		30,434
Impact of exchange rate movements on cash	243		(26	)	147		120
Cash and cash equivalents at beginning of period	46,109		30,434		42,179		29,530
Cash and cash equivalents at end of period	47,171		31,457		47,171		31,457

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ICOS VISION SYSTEMS CORPORATION N.V.
Date: April 28, 2005	By:	/s/ Anton DeProft
Date: July 28, 2005	By:	/s/ Anton DeProft
	Name:	Anton DeProft
	Title:	President

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