On February 19, 2009, Nanometrics Incorporated issued a press release announcing financial results for its fourth quarter and full year ended December 27, 2008. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

The information in this current report on Form 8-K and the exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

(d) Exhibits.

Exhibit No.       Description

   99.1           Press release issued by Nanometrics Incorporated dated February
                  19, 2009, reporting fourth quarter and fully year 2008 financial
                  results.