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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                   FORM 10-Q/A
                                 Amendment No. 1
(Mark One)

    [X]  QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

         For the quarterly period ended July 2, 2005

                                       or

    [ ]  TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from _______________ to _____________________

                         Commission file number: 0-13470

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                            NANOMETRICS INCORPORATED
             (Exact name of registrant as specified in its charter)

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                  California                                   94-2276314
       (State or other jurisdiction of                      (I.R.S. Employer
        incorporation or organization)                   Identification Number)


              1550 Buckeye Drive
                 Milpitas, CA                                     95035
   (Address of principal executive offices)                    (Zip Code))


       Registrant's telephone number, including area code: (408) 435-9600

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     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]  No [ ]

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X]  No [ ]

     As of October 1, 2005, there were 12,942,243 shares of common stock, no par
value, issued and outstanding

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                                EXPLANATORY NOTE

     This  quarterly  report on Form 10-Q/A  constitutes  Amendment No. 1 to the
quarterly  report  on  Form  10-Q  filed  by  Nanometrics  Incorporated  for the
quarterly  period ended July 2, 2005.  This Form 10-Q/A is being filed solely to
revise the cover page of the original Form 10-Q to indicate that the  Registrant
is  an  accelerated  filer  and  to  include  currently  dated   certifications.
Unaffected items have not been repeated in this Amendment No. 1.

PART II - OTHER INFORMATION

     ITEM 6.      EXHIBITS

    Exhibit 
    Number                       Description
    ------                       -----------
     31.1        Certification of Chief Executive Officer pursuant to Rule 13a -
                 14(a) of the Securities Exchange Act of 1934.

     31.2        Certification of Chief Financial Officer pursuant to Rule 13a -
                 14(a) of the Securities Exchange Act of 1934.

     32.1        Certifications  of Chief Executive  Officer and Chief Financial
                 Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
                 to Section 906 of the Sarbanes-Oxley Act of 2002.


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1934, the Registrant
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.


                                         NANOMETRICS INCORPORATED
                                         (Registrant)


                                         By:  /s/ John D. Heaton
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                                             Name:  John D. Heaton
                                             Title:  Chief Executive Officer

                                         Dated:  October 13, 2005