UNITED STATES

  SECURITIES AND EXCHANGE COMMISSION

  Washington, D.C.  20549
 FORM
  8-K/A
(Amendment
  No. 1)

  CURRENT REPORT

  Pursuant to
  Section 13 OR 15(d) of The Securities Exchange Act of 1934


  Date of Report (Date of earliest event reported)  September
  6, 2007

  


  NVE Corporation

  (Exact name of registrant as specified in its charter)


  
 




  
    
      
Minnesota
    
    
      
000-12196
         
    
    
      
41-1424202
    
  
  
    
      
(State
        or other jurisdiction of incorporation)
    
    
      
(Commission File Number) 
    
    
      
(IRS Employer Identification No.)
    
  






  
    
      
 
    
    
      
11409 Valley View Road, Eden Prairie, Minnesota
    
    
      
55344
    
  
  
    
      
 
    
    
      
(Address of principal executive offices)
    
    
      
(Zip Code)
    
  



 Registrant’s telephone
number, including area code (952) 829-9217


                                                                                                                                

  (Former name or former
  address, if changed since last report.)
Check the appropriate box
  below if the Form 8-K filing is intended to simultaneously satisfy the filing
  obligation of the registrant under any of the following provisions (see General
  Instruction A.2. below):
[  ] Written
  communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting
  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications
  pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications
  pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

Explanatory Note

       This Amendment No. 1 to Form 8-K is being filed
  to disclose an amendment to our Supplier Partnering Agreement dated January
  3, 2006 (the "Original Agreement") by and between Pacesetter, Inc.,
  a St. Jude Medical Company, d.b.a. St. Jude Medical Cardiac Rhythm Management
  Division ("St. Jude"), and us. 

  

  

  Item 1.01 Entry into a Material Definitive Agreement

  

  General information

       We supply spintronic sensors to St. Jude intended
  for use in medical devices under the Original Agreement.

  

  Description of the Terms and Conditions of the Amendment

       On September 6, 2007 we executed Amendment
  Number 1 to the Original Agreement. The Amendment is filed as Exhibit 10.3 to
  this Current Report on Form 8-K/A. The Amendment extends the term of the Original
  Agreement through December 31, 2009, and modifies required inventory, purchase
  forecast, and unit prices.
 
 
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Item 9.01 Financial
  Statements and Exhibits

  
    
      
Exhibit
        #
    
    
      
 
    
    
      
Description
    
  
  
    
      
10.1  
    
    
      
 
    
    
      
Indemnification
        Agreement by and between Pacesetter, Inc., a St. Jude Medical Company,
        d.b.a. St. Jude Medical Cardiac Rhythm Management Division, and the company
        (incorporated by reference to our Current Report on Form 8-K filed September
        27, 2005).
    
  
  
    
      
10.2+
    
    
    
      
Supplier
        Partnering Agreement by and between Pacesetter, Inc., a St. Jude Medical
        Company, d.b.a. St. Jude Medical Cardiac Rhythm Management Division, and
        the company (incorporated by reference to our Current Report on Form 8-K
        filed January 4, 2006).
    
  
  
    
      
10.3+
    
    
    
      
Amendment
        Number 1 dated September 6, 2007 to Agreement between Pacesetter, Inc.,
        a St. Jude Medical Company, d.b.a. St. Jude Medical Cardiac Rhythm Management
        Division, and the company (filed with this Current Report on Form 8-K/A).
    
  


+Confidential portions
  of this exhibit have been deleted and filed separately with the SEC under a
  request for confidential treatment pursuant to Rule 24b-2 or Rule 406.
 
 
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 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 hereunto
  duly authorized.

  
    Date  September
      10, 2007
     NVE
      CORPORATION
    
  
  
    
      (Registrant)
  
  
     
  
  
    
      
/s/ DANIEL A.
        BAKER 
    
  
  
    (Signature)
  
  
    
      
 Daniel A. Baker
    
  
  
      President
      and Chief Executive Officer
  

 
 
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