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                       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



                                September 3, 2004
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                Date of Report (date of earliest event reported)




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



          California                     0-13470                94-2276314
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(State or other jurisdiction of  (Commission File Number)    (I.R.S. Employer
incorporation or organization)                            Identification Number)


                               1550 Buckeye Drive
                           Milpitas, California 95035
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                    (Address of principal executive offices)


                                 (408) 435-9600
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              (Registrant's telephone number, including area code)
                                 Not Applicable
          (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))


ITEM 4.01    Changes in Registrant's Certifying Accountant

         On September 3, 2004, the audit  committee of the board of directors of
Nanometrics Incorporated (the "Company") engaged BDO Seidman, LLP ("BDO") as the
Company's  new   independent   accountant  to  audit  the  Company's   financial
statements.

         During the Company's two most recent fiscal years ended January 3, 2004
and  December  31,  2002,  and through  September  3, 2004,  the Company has not
consulted  with  BDO  regarding  either:   (i)  the  application  of  accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's  consolidated financial
statements; or (ii) any matter that was either the subject of a disagreement (as
that term is  defined  in  paragraph  304(a)(1)(iv)  of  Regulation  S-K and the
related  instructions  to that  Item) or a  reportable  event  (as that  term is
defined in Item 304(a)(1)(v) of Regulation S-K).

         The Company  requested  that BDO review this Form 8-K and  provided BDO
with the  opportunity to furnish the Company with a letter  addressed to the SEC
containing any new information, clarification of the Company's expression of its
views,  or the respects in which it does not agree with the  statements  made by
the Company.  BDO has advised the Company  that it has reviewed  this filing and
has no basis on which to submit a letter  addressed  to the SEC in  response  to
Item 304 of Regulation S-K.


                                    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: September 3, 2004

                                    NANOMETRICS INCORPORATED

                                    By: /s/ PAUL B. NOLAN
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                                        Paul B. Nolan
                                        Chief Financial Officer