UNITED STATES
                        SECURITIES EXCHANGE COMMISSION
                            Washington, D.C. 20549

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


                                 SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                               (Amendment No. )

                             NEXTEST SYSTEMS CORP.
                             ---------------------
                               (Name of Issuer)


                    Common Stock, par value $.001 per share
                    ---------------------------------------
                        (Title of Class of Securities)


                                   653339101
                                 -------------
                                (CUSIP Number)


                               December 31, 2006
                             ---------------------
            (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)

                              [ ]    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).


                         Continued on following pages
                              Page 1 of 10 Pages
                             Exhibit Index: Page 9





                                 SCHEDULE 13G

CUSIP No.: 653339101                                         Page 2 of 10 Pages


1.    Names of Reporting Persons.

      I.R.S. Identification Nos. of above persons (entities only).


      MAGNETAR CAPITAL PARTNERS LP
................................................................................
2.    Check the Appropriate Box if a Member of a Group

          (a) [ ]
          (b) [ ]
................................................................................
3.    SEC Use Only
................................................................................
4.    Citizenship or Place of Organization

      Delaware
................................................................................
Number of             5.     Sole Voting Power              None
Shares               ..........................................................
Beneficially          6.     Shared Voting Power            981,930
Owned by Each        ..........................................................
Reporting             7.     Sole Dispositive Power         None
Person With          ..........................................................
                      8.     Shared Dispositive Power       981,930
................................................................................
9.    Aggregate Amount Beneficially Owned by Each Reporting Person

      981,930
................................................................................

10.   Check if the Aggregate  Amount in Row (9) Excludes  Certain  Shares (See
      Instructions)

      [  ]
................................................................................

11.   Percent of Class Represented by Amount in Row (9)

      5.55% based on 17,701,628 shares outstanding as of February 5, 2007.
................................................................................

12.   Type of Reporting Person:

      HC; OO







                                 SCHEDULE 13G

CUSIP No.: 653339101                                         Page 3 of 10 Pages


1.    Names of Reporting Persons.

      I.R.S. Identification Nos. of above persons (entities only).


      SUPERNOVA MANAGEMENT LLC
................................................................................
2.    Check the Appropriate Box if a Member of a Group

          (a) [ ]
          (b) [ ]
................................................................................
3.    SEC Use Only
................................................................................
4.    Citizenship or Place of Organization

      Delaware
................................................................................
Number of             5.     Sole Voting Power              None
Shares               ..........................................................
Beneficially          6.     Shared Voting Power            981,930
Owned by Each        ..........................................................
Reporting             7.     Sole Dispositive Power         None
Person With          ..........................................................
                      8.     Shared Dispositive Power       981,930
................................................................................
9.    Aggregate Amount Beneficially Owned by Each Reporting Person

      981,930
................................................................................

10.   Check if the Aggregate  Amount in Row (9) Excludes  Certain  Shares (See
      Instructions)

      [  ]
................................................................................

11.   Percent of Class Represented by Amount in Row (9)

      5.55% based on 17,701,628 shares outstanding as of February 5, 2007.
................................................................................

12.   Type of Reporting Person:

      HC; OO





                                 SCHEDULE 13G

CUSIP No.: 653339101                                         Page 4 of 10 Pages


1.    Names of Reporting Persons.

      I.R.S. Identification Nos. of above persons (entities only).


      ALEC N. LITOWITZ
................................................................................
2.    Check the Appropriate Box if a Member of a Group

          (a) [ ]
          (b) [ ]
................................................................................
3.    SEC Use Only
................................................................................
4.    Citizenship or Place of Organization

      United States of America
................................................................................
Number of             5.     Sole Voting Power              None
Shares               ..........................................................
Beneficially          6.     Shared Voting Power            981,930
Owned by Each        ..........................................................
Reporting             7.     Sole Dispositive Power         None
Person With          ..........................................................
                      8.     Shared Dispositive Power       981,930
................................................................................
9.    Aggregate Amount Beneficially Owned by Each Reporting Person

      981,930
................................................................................

10.   Check if the Aggregate  Amount in Row (9) Excludes  Certain  Shares (See
      Instructions)

      [  ]
................................................................................

11.   Percent of Class Represented by Amount in Row (9)

      5.55% based on 17,701,628 shares outstanding as of February 5, 2007.
................................................................................

12.   Type of Reporting Person:

      HC





                                                             Page 5 of 10 Pages


Item 1(a).      Name of Issuer:

                Nextest Systems Corp. (the "Issuer")

Item 1(b).      Address  of Issuer's  Principal  Executive  Offices:

                1901 Monterey Road
                San Jose, California 95112

Item 2(a).      Name of Person Filing:

                This  Statement  is filed on behalf  of each of the  following
persons (collectively, the "Reporting Persons"):

                i) Magnetar Capital Partners LP ("Magnetar Capital Partners");

                ii) Supernova Management LLC ("Supernova Management"); and

                iii) Alec N. Litowitz ("Mr. Litowitz").

                This Statement  relates to Shares (as defined herein) held for
the accounts of Magnetar  Capital Master Fund, Ltd, a Cayman Islands  exempted
company  ("Magnetar  Capital  Master  Fund"),  certain  managed  accounts (the
"Managed  Accounts"),  Magnetar SGR Fund,  Ltd.  and  Magnetar  SGR Fund,  LP.
Magnetar Capital Partners serves as the sole member and parent holding company
of Magnetar  Financial LLC, a Delaware limited  liability  company  ("Magnetar
Financial"),  and  Magnetar  Investment  Management,  LLC, a Delaware  limited
liability  company  ("Magnetar  Investment  Management").   Each  of  Magnetar
Financial  and  Magnetar  Investment   Management  are  registered  investment
advisers under Section 203 of the Investment Advisers Act of 1940, as amended.
Magnetar  Financial  serves as investment  adviser to Magnetar  Capital Master
Fund. In such capacity,  Magnetar  Financial  exercises  voting and investment
power over the Shares held for the account of Magnetar  Capital  Master  Fund.
Magnetar  Investment  Management  serves as investment  adviser to the Managed
Accounts,  Magnetar SGR Fund, Ltd and Magnetar SGR Fund, LP. In such capacity,
Magnetar Investment  Management exercises voting and investment power over the
Shares held for the accounts of the Managed  Accounts,  Magnetar SGR Fund, Ltd
and Magnetar SGR Fund,  LP.  Supernova  Management  is the general  partner of
Magnetar  Capital  Partners.  The  manager  of  Supernova  Management  is  Mr.
Litowitz.

Item 2(b).      Address  of  Principal   Business   Office  or,  if  None,
                Residence:

                The  address  of the  principal  business  office  of  each of
Magnetar  Capital  Partners,  Supernova  Management,  and Mr. Litowitz is 1603
Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

Item 2(c).      Citizenship:

                i) Magnetar Capital  Partners is a Delaware limited
                partnership;

                ii)  Supernova  Management  is a  Delaware  limited  liability
                company; and

                iii)  Mr.  Litowitz  is a  citizen  of the  United  States  of
                America.




                                                             Page 6 of 10 Pages


Item 2(d).       Title of Class of Securities:

                Common Stock, par value $.001 per share (the "Shares")

Item 2(e).      CUSIP Number:

                653339101

Item 3.         If This Statement is Filed Pursuant to ss.ss.240.13d-1(b) or
                240.13d-2(b) or (c), Check Whether the Person Filing is a:

                (a)  [ ]  Broker or dealer  registered  under  Section 15 of the
                          Exchange Act.
                (b)  [ ]  Bank as  defined in  Section  3(a)(6) of the  Exchange
                          Act.
                (c)  [ ]  Insurance  company as defined in Section  3(a)(19) of
                          the Exchange Act.
                (d)  [ ]  Investment  company  registered under Section 8 of the
                          Investment Company Act.
                (e)  [X]  An  investment   adviser  in  accordance  with  Rule
                          13d-1(b)(1)(ii)(E);
                (f)  [ ]  An  employee  benefit  plan  or  endowment  fund  in
                          accordance with Rule 13d-1(b)(1)(ii)(F).
                (g)  [ ]  A  parent  holding  company  or  control  person  in
                          accordance with Rule 13d-1(b)(1)(ii)(G).
                (h)  [ ] A savings  association  as defined in Section  3(b) of
                         the Federal Deposit Insurance Act.
                (i)  [ ] A church plan that is excluded from the  definition of
                         an investment company under Section 3(c)(14) of the
                         Investment Company Act.

Item 4.         Ownership:

Item 4(a)       Amount Beneficially Owned:

                As of February 5, 2007,  each of  Magnetar  Capital  Partners,
Supernova Management and Mr. Litowitz may be deemed to be the beneficial owner
of 981,930  Shares.  This amount  consists of: (A) 614,842 Shares held for the
account of Magnetar Capital Master Fund; (B) 1,723 Shares held for the account
of Magnetar SGR Fund Ltd;  (C) 34,627  Shares held for the account of Magnetar
SGR  Fund LP and (D)  330,738  Shares  held  for the  account  of the  Managed
Accounts.

Item 4(b)       Percent of Class:

                The  number  of  Shares  of  which  each of  Magnetar  Capital
Partners,  Supernova  Management  and Mr.  Litowitz  may be  deemed  to be the
beneficial owner constitutes approximately 5.55% of the total number of Shares
outstanding  (based  upon  information  provided  by the  Issuer  in its  most
recently filed  registration  statement on Form 10-Q, there were approximately
17,701,628 shares outstanding as of February 5, 2007).

Item 4(c).      Number of Shares of which such person has:


Magnetar Capital Partners, Supernova Management, and Mr. Litowitz:
------------------------------------------------------------------




                                                             Page 7 of 10 Pages

(i) Sole power to vote or direct the vote:                                    0
(ii) Shared power to vote or direct the vote:                           981,930
(iii) Sole power to dispose or direct the disposition of:                     0
(iv) Shared power to dispose or direct the disposition of:              981,930

Item 5.         Ownership of Five Percent or Less of a Class:

                This Item 5 is not applicable.

Item 6.         Ownership  of More than Five  Percent  on Behalf of Another
                Person:

                This Item 6 is not applicable.

Item 7.         Identification  and  Classification  of the Subsidiary Which
                Acquired the Security  Being Reported on By the Parent Holding
                Company:

                See disclosure in Item 2 hereof.

Item 8.         Identification and Classification of Members of the Group:

                This Item 8 is not applicable.

Item 9.         Notice of Dissolution of Group:

                This Item 9 is not applicable.

Item 10.        Certification:

                By signing below each of the Reporting Persons certifies that,
to the best of their  knowledge and belief,  the securities  referred to above
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 the securities and were
not acquired and are not held in connection  with or as a  participant  in any
transaction having that purpose or effect.




                                                             Page 8 of 10 Pages

                                   SIGNATURE

      After reasonable inquiry and to the best of my knowledge and belief, the
undersigned  certify that the information set forth in this statement is true,
complete and correct.

Date: February 14, 2007                            MAGNETAR CAPITAL PARTNERS LP


                                                   By:  /s/ Alec N. Litowitz
                                                        --------------------
                                                   Name:  Alec N. Litowitz
                                                   Title: Manager of Supernova
                                                          Management  LLC,  as
                                                          General  Partner  of
                                                          Magnetar     Capital
                                                          Partners LP

Date: February 14, 2007                            SUPERNOVA MANAGEMENT LLC


                                                   By:  /s/ Alec N. Litowitz
                                                        --------------------
                                                   Name:  Alec N. Litowitz
                                                   Title: Manager

Date: February 14, 2007                            ALEC N. LITOWITZ


                                                   /s/ Alec N. Litowitz
                                                   --------------------




                                                             Page 9 of 10 Pages


                                 EXHIBIT INDEX


Ex.                                                                    Page No.
--                                                                     --------

A.  Joint Filing  Agreement,  dated  February 14, 2007 by and among
    Magnetar Capital  Partners LP,  Supernova  Management  LLC, and
    Alec N.  Litowitz....................................................... 10





                                                            Page 10 of 10 Pages


                                   EXHIBIT A

                            JOINT FILING AGREEMENT

      The  undersigned  hereby  agree that the  statement on Schedule 13G with
respect to the Common Stock of Nextest Systems Corp.  dated as of February 14,
2007 is, and any  amendments  thereto  (including  amendments on Schedule 13D)
signed  by each of the  undersigned  shall  be,  filed on behalf of each of us
pursuant to and in accordance  with the  provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended.

Date: February 14, 2007                            MAGNETAR CAPITAL PARTNERS LP


                                                   By:  /s/ Alec N. Litowitz
                                                        --------------------
                                                   Name:  Alec N. Litowitz
                                                   Title: Manager of Supernova
                                                          Management  LLC,  as
                                                          General  Partner  of
                                                          Magnetar     Capital
                                                          Partners LP

Date: February 14, 2007                            SUPERNOVA MANAGEMENT LLC


                                                   By:  /s/ Alec N. Litowitz
                                                        --------------------
                                                   Name:  Alec N. Litowitz
                                                   Title: Manager

Date: February 14, 2007                            ALEC N. LITOWITZ


                                                   /s/ Alec N. Litowitz
                                                   --------------------