Exhibit 32.1


      CERTIFICATION 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


In connection  with  Amendment  No. 1 on Form 10-Q/A to the Quarterly  Report of
Nanometrics  Incorporated (the "Company") on Form 10-Q for the period ended July
2, 2005 as filed with the Securities and Exchange  Commission on the date hereof
(as amended,  the "Report"),I,  John D. Heaton,  certify,  pursuant to 18 U.S.C.
Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002,  that the Report fully complies with the  requirements of Section 13(a) or
15(d) of the Securities  Exchange Act of 1934 and that information  contained in
the Report fairly presents in all material respects the financial  condition and
results of operations of the Company.



Date:  October 13, 2005                    By:  /s/ John D. Heaton
                                              -------------------------------
                                           Name: John D. Heaton
                                           Title: Chief Executive Officer


In connection  with  Amendment  No. 1 on Form 10-Q/A to the Quarterly  Report of
Nanometrics  Incorporated (the "Company") on Form 10-Q for the period ended July
2, 2005 as filed with the Securities and Exchange  Commission on the date hereof
(as amended,  the Report).  I, Douglas J.  McCutcheon,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002,  that the Report fully  complies with the  requirements  of Section
13(a) or  15(d)  of the  Securities  Exchange  Act of 1934 and that  information
contained in the Report fairly  presents in all material  respects the financial
condition and results of operations of the Company.



Date:  October 13, 2005                    By:  /s/ Douglas J. McCutcheon
                                              -------------------------------
                                           Name: Douglas J. McCutcheon
                                           Title: Chief Financial Officer