Exhibit (a)(1)(b)

                            NANOMETRICS INCORPORATED

FROM:       Vincent J. Coates, Chairman of the Board

SUBJECT:    OFFER TO EXCHANGE OPTIONS

DATE:       November 12, 2002

         IMPORTANT NEWS - Please read immediately and take action before
              5:00 p.m., Pacific Time, on Friday, December 13, 2002

     Some  of our  outstanding  options,  whether  or  not  they  are  currently
exercisable, have exercise prices that are significantly higher than the current
market  price of our  shares.  We  believe  that these  options  do not  provide
adequate  incentives to our employees  because of their high exercise prices. In
our  continuing  effort  to  motivate  and  reward  valued  employees  for their
important  contributions to our success,  we are announcing an offer to exchange
certain stock options.  This offer is designed to provide eligible employees the
opportunity to potentially  restore the value of their stock options in the near
future. The offer is voluntary, and it begins today.

     The offer will provide all eligible employees holding stock options granted
under our 1991 Stock  Option Plan or our 2000  Employee  Stock  Option Plan with
exercise  prices  equal to or greater than $10.00 per share the  opportunity  to
exchange  their  outstanding  stock options for options  exercisable at the fair
market  value of our  stock on the day that we grant the new  options,  which we
expect to be June 17, 2003.

     We are making the offer upon the terms and conditions  described in (1) the
Offer  to  Exchange  Certain  Outstanding  Options  for New  Options  (which  is
generally  referred  to as the  offer to  exchange);  (2) this  letter;  (3) the
election form; and (4) the withdrawal form.  Together,  these are referred to as
the offer documents.  Please read the offer documents carefully so that you will
understand the risks of  participating  before you make any decisions  regarding
the offer. This offer expires at 5:00 p.m., Pacific Time, on December 13, 2002.

     As described in the offer  documents,  we are making this offer to eligible
employees who are residents of the United  States.  Non-employee  members of our
board of  directors  are not  eligible to  participate  in the  exchange  offer.
Eligible  employees  will be able to elect to  exchange  eligible  options for a
smaller  number of new  options  that will be granted in June of 2003.  Eligible
options  elected for  exchange  will be cancelled on the business day after this
offer expires,  and we will issue promises to grant the new options  conditioned
on the participant's continued employment. If you elect to exchange your options
but do not remain an employee on the day that we grant the new options, you will
not receive any of the new options nor will you receive any compensation for the
options you elected to have  cancelled.  The new options  will be granted on the
first  business  day that is at least six  months  and one day after the date on
which we cancel the options elected to be exchanged.  We expect to grant the new
options on June 17, 2003, unless the cancellation of the options is delayed as a
result of a postponement in the expiration of the offer.



     Since we are not  granting  the new  options  until  June  17,  2003 at the
earliest,  we cannot  predict the exercise  price of the new options.  It may be
higher or lower than the exercise price of the options you exchanged,  resulting
in a loss of some of your stock option benefit.  If you decide to participate in
the offer, this is a risk that you take.

     The new  option  that we will grant to you will cover 0.9 of a share of our
common stock for every share of our common  stock  covered by an option that you
elect to exchange, rounded up to the nearest whole share.

     As a condition to the offer, if you elect to exchange any options, you must
also elect to exchange all options granted to you on or after May 12, 2002.

     Each new option will be granted under either our 2000 Employee Stock Option
Plan or our 2002 Nonstatutory Stock Option Plan. The board of directors,  in its
sole discretion,  will determine under which of these two plans your new options
will be  granted.  Each new option  will also be  subject to a new stock  option
agreement between you and the Company.

     Each new option will vest based on a new vesting  schedule  that will begin
on the new option grant date. The new vesting schedule will be as follows:

     (i)  for options that were fully vested at the time of their  cancellation,
          100% of the new options will vest on the one-year  anniversary  of the
          new option grant date; and

     (ii) for  options  that  were  not  fully  vested  at  the  time  of  their
          cancellation,  50%  of the  new  option  will  vest  on  the  one-year
          anniversary  of the new option grant date,  and the remaining 50% will
          vest on the two-year anniversary of the new option grant date;

so that each new option will be fully vested on or before the second anniversary
of the new option grant date,  subject to your continued  employment  with us or
one of our subsidiaries through each relevant vesting date.

     Participation  is  completely  voluntary.  Please review each of your stock
option  grants,  as you may  decide to accept  or reject  this  offer as to each
individual  grant or you may decide not to participate at all. You may decide to
exchange some of your grants,  all of your grants or none of your grants.  It is
up to you.  If you choose  not to  participate,  you will  retain  your  current
options under their current terms and  conditions.  We recommend  that you speak
with your personal financial advisor to weigh the benefits and risks involved in
participating in this offer.

     To  participate  in the  offer,  you must  properly  complete  and sign the
election form and fax (fax number:  (408) 232-5910) or, upon prior  arrangement,
hand  deliver  it to Agnes  Francisco  before  the offer  expires  at 5:00 p.m.,
Pacific  Time,  on December 13, 2002.  If the offer period is extended,  we will
notify  you of the new  expiration  date.  If your  election  form  has not been
received by Agnes  Francisco  before the offer  expires,  you will have rejected
this offer and you will keep your current options.

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     Again,  please take the time to carefully  read the offer  documents.  This
memo is an  introduction  to the  offer,  but does not  detail all the terms and
conditions  that  apply.  As a result,  it is very  important  that you read the
remaining offer documents.

     If the offer documents do not contain all the information you need,  please
direct any questions to Paul Nolan, our CFO, at (408) 435-9600.

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