Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On December 4, 2008, Quentin B. Wright, gave Nanometrics Incorporated notice that he intends to resign as the Chief Accounting Officer of Nanometrics Incorporated effective on January 9, 2008. Mr. Wright will continue to act as the company's Chief Accounting Officer until such time.

---