On October 29, 2009, Nanometrics Incorporated issued a press release announcing financial results for its third quarter ended September 26, 2009. 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 October 29,
           2009, reporting third quarter of 2009 financial results.