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                                  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

                                 April 29, 2005
                Date of Report (date of earliest event reported)

                            Nanometrics Incorporated
               (Exact name of Registrant as specified in charter)

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

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

       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-4(c))

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Section 2 - Financial Information

Item 2.02 - Results of Operations and Financial Condition.

On April 29, 2005, Nanometrics Incorporated (the "Company") announced in a press
release the  Company's  financial  results for the first  quarter ended April 2,
2005. 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 the  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.


Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

     (c)  Exhibits.

          99.1    Press Release issued by Nanometrics Incorporated dated
                  April 29, 2005.





                                    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.

Dated: April 29, 2005               NANOMETRICS INCORPORATED

                                    /s/ Paul B. Nolan
                                    --------------------------------------------
                                    Paul B. Nolan
                                    Chief Financial Officer






                                  Exhibit Index

Exhibit
Number                               Exhibit Title
--------------    --------------------------------------------------------------

99.1              Press release dated April 29, 2005.