================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                 Amendment No. 1
                                       to
                                   SCHEDULE TO
                                  (Rule 13e-4)
            Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934
                             ----------------------

                            Nanometrics Incorporated
         (Name of Subject Company (Issuer) and Filing Person (Offeror))
                             ----------------------

            Options to Purchase Common Stock, No Par Value Per Share
                         (Title of Class of Securities)
                             ----------------------

                                    630077105
          (CUSIP Number of Class of Securities Underlying Common Stock)
                             ----------------------

                                 John D. Heaton
                             Chief Executive Officer
                            Nanometrics Incorporated
                               1550 Buckeye Drive
                           Milpitas, California 95035
                                 (408) 435-9600
(Name, address and telephone number of person authorized to receive notices and
                   communications on behalf of filing person)
                             ----------------------

                                   Copies to:
                              Aaron J. Alter, Esq.
                        Wilson Sonsini Goodrich & Rosati,
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                                 (650) 493-9300

                            CALCULATION OF FILING FEE

=====================================================================+==========
    Transaction Valuation*                        Amount of Filing Fee**
- --------------------------------------------------------------------------------
        $8,260,104.20                                    $759.93
================================================================================
 *  Calculated  solely for purposes of  determining  the filing fee. This amount
    assumes  that  options  to  purchase  1,962,020  shares of  common  stock of
    Nanometrics  Incorporated  having an aggregate value of  $8,260,104.20 as of
    November 7, 2002 will be exchanged or cancelled  pursuant to this offer. The
    aggregate value of such options was calculated based on the closing price of
    Nanometrics'  shares on  November  7, 2002.  The  amount of the filing  fee,
    calculated in accordance  with Rule 0-11 of the  Securities  Exchange Act of
    1934,  as  amended,  equals  $92 for  each  $1,000,000  of the  value of the
    transaction.

**  Previously paid.

[ ] Check  the  box if any  part  of the  fee is  offset  as  provided  by  Rule
    0-11(a)(2)  and  identify  the  filing  with  which the  offsetting  fee was
    previously  paid.  Identify the previous  filing by  registration  statement
    number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:   Not applicable.
Form or Registration No.: Not applicable.
Filing party:             Not applicable.
Date filed:               Not applicable.


[ ] Check the box if the filing  relates  solely to  preliminary  communications
    made before the commencement of a tender offer.

Check the  appropriate  boxes below to designate any  transactions  to which the
statement relates:

    [ ] third party tender offer subject to Rule 14d-1.
    [X] issuer tender offer subject to Rule 13e-4.
    [ ] going-private transaction subject to Rule 13e-3.
    [ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X]


================================================================================



         This final  amendment to the Tender Offer Statement on Schedule TO (the
"Statement")  originally  filed  by  Nanometrics   Incorporated,   a  California
corporation  ("Nanometrics" or the "Company"),  with the Securities and Exchange
Commission on November 12, 2002,  reports the results of the Company's  offer to
exchange  options to purchase an aggregate of 1,962,020  shares of the Company's
common  stock.  The options  subject to the offer to exchange  had been  granted
under either the  Company's  1991 Stock Option Plan or its 2000  Employee  Stock
Option Plan with  exercise  prices equal to or greater than $10.00 per share and
were held by eligible  employees.  Eligible employees who elected to participate
in the offer to  exchange  were also  required to  exchange  any other  options,
regardless of exercise price,  that were granted to them since May 12, 2002. The
options that were  accepted  pursuant to the offer to exchange will be exchanged
for new options to be granted  under the Company's  2000  Employee  Stock Option
Plan or its 2002  Nonstatutory  Stock Option Plan (the "New Options"),  upon the
terms and  subject  to the  conditions  set forth in (i) the Offer to  Exchange,
dated November 12, 2002 (the "Offer to Exchange");  (ii) the related letter from
Vincent J. Coates,  dated  November 12, 2002;  (iii) the Election Form; and (iv)
the Withdrawal  Form.  These  documents,  as they may be amended or supplemented
from time to time, together constitute the "Disclosure  Documents." An "eligible
employee"  refers to all persons who were  employees  of the Company on November
12, 2002, who are residents of the United States and who remain employees of the
Company  through  the date on which the New Options  are  granted.  Non-employee
directors were not eligible to participate in the exchange offer.

         The information  contained in the Disclosure  Documents,  including all
schedules and annexes to the Disclosure Documents,  is incorporated by reference
in answer to the items  required in this Schedule TO. Except as amended  hereby,
all of the terms of the offer to exchange  and all  disclosure  set forth in the
Statement remain unchanged.

Item 4.    Terms of the Transaction.

         Item 4 of the Statement is hereby amended and  supplemented  to add the
following:

         The Offer to Exchange, including all withdrawal rights, expired at 5:00
p.m.,  Pacific  Time,  on Friday,  December 13,  2002.  Pursuant to the Offer to
Exchange,  the  Company has  accepted  for  cancellation  options to purchase an
aggregate  of 362,619  shares of its common stock  granted  under its 1991 Stock
Option  Plan and options to purchase an  aggregate  of  1,206,401  shares of its
common stock granted under its 2000 Employee Stock Option Plan. We will promptly
send to each  Eligible  Employee  whose options were accepted in pursuant to the
offer to exchange a Promise to Grant Stock Option,  substantially in the form of
Exhibit (a)(1)(e). Subject to the terms and conditions of the Offer to Exchange,
the Company will grant New Options to purchase an aggregate of 1,412,121  shares
of its common  stock  sometime  on or after June 17,  2003 in  exchange  for the
options tendered and accepted pursuant to the Offer to Exchange.


                                       2


                                    SIGNATURE


         After due inquiry and to the best of my knowledge and belief, I certify
that the  information  set forth in this Amendment No. 1 to Schedule TO is true,
complete and correct.

                                          NANOMETRICS INCORPORATED


                                          /s/ John D. Heaton
                                          --------------------------------------
                                          John D. Heaton
                                          President and Chief Executive Officer


Date:  December 20, 2002