Item 2.02 - Results of Operations and Financial Condition.
On October 30, 2012, Nanometrics Incorporated issued a press release announcing financial results for its third fiscal quarter ended September 29, 2012. 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. Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits.

Exhibit
No. Description

Press release issued by Nanometrics Incorporated dated October 30, 2012, reporting financial results for its third quarter ended
99.1 September 29, 2012.

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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: October 30, 2012 NANOMETRICS INCORPORATED

/S/ Ronald W. Kisling Ronald W. Kisling Chief Financial Officer

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