UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): NOVEMBER 2, 2004


                             -----------------------
                            NANOMETRICS INCORPORATED
                             -----------------------
             (Exact name of registrant as specified in its charter)



          California                     0-13470                 94-2276314
----------------------------           -----------           ------------------
(State or other jurisdiction        (Commission File           (IRS Employer
      of incorporation)                  Number)             Identification No.)



1550 Buckeye Drive, Milpitas, California                            95035
---------------------------------------                           ----------
(Address of principal executive offices)                          (Zip Code)


        Registrant's telephone number, including area code (408) 435-9600


                                       N/A
--------------------------------------------------------------------------------
          (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:

     [ ]  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-4c))





Item 2.02.  Results of Operations and Financial Condition.

            On  November  2,  2004,  Nanometrics  Incorporated  (the  "Company")
            announced in a press release the Company's financial results for its
            third quarter ended October 2, 2004. A copy of that press release is
            attached hereto as Exhibit 99.1.

            The  information  in this current report on Form 8-K and the exhibit
            attached  hereto shall not be deemed "filed" for purposes of Section
            18 of the Securities  Exchange Act of 1934 (the "Exchange  Act") nor
            otherwise  subject to the liabilities of that section,  nor shall it
            be  deemed  incorporated  by  reference  in  any  filing  under  the
            Securities  Act of 1933,  or the  Exchange  Act,  regardless  of any
            general incorporation language in such filing.

Item 9.01.  Financial Statements and Exhibits.

      (c)   Exhibits

            99.1    Press  Release,  dated  November 2, 2004,  announcing  third
                    quarter financial results.






                                   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.


                                               NANOMETRICS INCORPORATED   
                                           
                                           
                                           
Date: November 2, 2004                    By:  /s/ Paul B. Nolan    
                                               -------------------------
                                               Paul B. Nolan
                                               Chief Financial Officer
                                               
                                







                                 EXHIBIT INDEX


Exhibit No.    Description
----------     -----------

99.1           Press Release,  dated November 2, 2004,  announcing third quarter
               financial results.