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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

                                  July 28, 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 July 28, 2005, Nanometrics  Incorporated (the "Company") announced in a press
release the  Company's  financial  results for its second  quarter ended July 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 July 28, 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: July 28, 2005                             NANOMETRICS INCORPORATED

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








                                  Exhibit Index

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

   99.1           Press release dated July 28, 2005.