8-K

UNITED STATES

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

April 15, 2005

Date of Report (date of earliest event reported)

Nanometrics Incorporated

(Exact name of registrant as specified in charter)

California	0-13470	94-2276314
(State or other jurisdiction of incorporation)	(Commission File Number)	(I. R. S. Employer Identification No.)

1550 Buckeye Drive, Milpitas, California 95035

(Address of principal executive offices)

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

N/A

(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 5.02 – Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(c) On April 15, 2005, Nanometrics Incorporated (“Nanometrics”) announced the appointment of Quentin Wright, 48, to the newly created position of Chief Accounting Officer. Nanometrics has agreed to pay Mr. Wright a base salary at an annual rate of $220,000. A copy of the press release announcing the appointment of Mr. Wright is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Prior to joining Nanometrics, Mr. Wright had worked as a consultant since December 2003. From 1993 to 2003, Mr. Wright served as the Director of Accounting for Adaptec, Inc. From 1998 to 1999, he served as the Corporate Controller for Vascular Therapeutics, Inc. Prior to this, Mr. Wright held controller positions with ALZA Corp. and Micrographic Technology Corp. Mr. Wright holds a B.S. degree in business administration from Oregon State University.

Item 9.01 – Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
99.1	Press Release issued by Nanometrics Incorporated dated April 15, 2005

SIGNATURES

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: April 15, 2005	NANOMETRICS INCORPORATED
	/s/ Paul B. Nolan
	Paul B. Nolan Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Nanometrics Incorporated dated April 15, 2005

EX-99.1

Exhibit 99.1

NANOMETRICS INCORPORATED	1550 Buckeye Drive	Milpitas CA 95035	Tel: 408.435.9600	Fax: 408.232.5910

News Release

Agency Contact:	Company Contact:
Vincent Mayeda	Peter Gise
The Loomis Group	Nanometrics, Inc.
909.614.1767, 909.606.5317 fax	408.435.9600 ext. 264, 408.232.5910 fax
email: mayedav@loomisgroup.com	email: pgise@nanometrics.com

NANOMETRICS NAMES QUENTIN WRIGHT CHIEF ACCOUNTING OFFICER

Milpitas, Calif., April 15, 2005 — Nanometrics, Inc. (Nasdaq: NANO), a leading supplier of advanced integrated and standalone metrology equipment for the semiconductor industry, today announced it has appointed Quentin Wright, 48, to the newly created position of chief accounting officer, reporting directly to Nanometrics President and CEO John Heaton. Wright will work along side Nanometrics CFO Paul Nolan to strengthen the company’s internal financial capabilities.

A veteran corporate controller with extensive experience in the pharmaceutical and high tech industries, Wright will be primarily responsible for managing Nanometrics’ compliance processes, including compliance with Section 404 of the Sarbanes-Oxley Act. His long-term responsibilities will be to help ensure Nanometrics maintains effective financial accounting mechanisms in the future. “Quentin’s vast experiences in establishing and managing corporate finance best practices will be important in helping the company scale up to meet upcoming industry demands,” stated Heaton.

Prior to joining Nanometrics, Wright held the post of director of Accounting for Adaptec, Inc. Before Adaptec, Wright was the corporate controller for Vascular Therapeutics, Inc. Wright has also held controller posts with ALZA Corp. and Micrographic Technology Corp. Wright holds a B.S. from Oregon State University (Corvallis, Ore.)

About Nanometrics

Nanometrics is a leader in the design, manufacture and marketing of high-performance process control metrology systems used in the manufacture of semiconductors, integrated circuits and flat panel displays. Nanometrics metrology systems measure various thin film properties, critical circuit dimensions and layer-to-layer circuit alignment (overlay) during various steps of the manufacturing process, enabling

semiconductor and integrated circuit manufacturers to improve yields, increase productivity and lower their manufacturing costs. The Company maintains its headquarters in Milpitas, and sales and service offices worldwide. Nanometrics is traded on NASDAQ under the symbol NANO. Nanometrics’ website is: http://www.nanometrics.com

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