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

March 26, 2007

Date of Report (date of earliest event reported)

Nanometrics Incorporated

(Exact name of Registrant as specified in charter)

Delaware	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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 26, 2007, Nanometrics announced that it has appointed Bruce C. Rhine, an officer of the company and a member of the Board of Directors, to replace John D. Heaton as the company’s President and Chief Executive Officer on an interim basis, effective immediately. The Nominating and Governance Committee of the Board of Directors, together with the Chairman of the Board and the interim CEO, will conduct a nationwide search for a permanent Chief Executive Officer.

Mr. Rhine, 49, has served as the company’s Chief Strategy Officer and a director since July 2006. Prior to joining Nanometrics, Mr. Rhine served as Chairman and Chief Executive Office of Accent Optical Technologies, Inc., a supplier of process control and metrology systems to the global semiconductor manufacturing industry, which was acquired by Nanometrics in July 2006. Mr. Rhine holds a B.S. degree in Chemical Engineering and an M.B.A. in Finance from Pennsylvania State University.

On March 26, 2007, the company issued a press release relating to these matters. A copy is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release issued by Nanometrics Incorporated dated March 26, 2007

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: March 26, 2007	NANOMETRICS INCORPORATED
	/s/ Douglas J. McCutcheon
	Douglas J. McCutcheon Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press release issued by Nanometrics Incorporated dated March 26, 2007

EX-99.1

Exhibit 99.1

	Nanometrics Incorporated	Tel: 408.435.9600
	1550 Buckeye Drive	Fax: 408.232.5910
	Milpitas, CA 95035 www.nanometrics.com
		News Release
	Company Contact:
	Douglas McCutcheon
	Nanometrics Incorporated
	408.435.9600, 408.232.5910 fax email: dmccutcheon@nanometrics.com

Nanometrics Announces Appointment of Interim CEO

MILPITAS, California, March 26, 2007 — Nanometrics Incorporated (Nasdaq: NANO) announced today that it has appointed Bruce C. Rhine, an officer of the company and a member of the Board of Directors, to replace John D. Heaton as the company’s President and Chief Executive Officer on an interim basis, effective immediately. The Nominating and Governance Committee of the Board of Directors, together with the Chairman of the Board and the interim CEO, will conduct a nationwide search for a permanent Chief Executive Officer.

“We all owe John Heaton a debt of gratitude,” said Vincent J. Coates, Chairman of the Board of Directors. “Since his arrival at Nanometrics seventeen years ago, John has worked to strengthen the company and position it as a leader in the metrology systems market. We wish him continued success in his career. I look forward to working with Bruce, and to commencing a search for a permanent CEO.”

Mr. Rhine, a significant stockholder of the company, brings twenty three years of experience in the semiconductor equipment industry to his role as interim CEO.

About Nanometrics: Nanometrics is a leader in the design, manufacture and marketing of high-performance process control metrology systems used in semiconductor manufacturing. Nanometrics metrology systems measure various thin film properties, critical dimensions, overlay control and optical, electrical and material properties, including the structural composition of silicon and compound semiconductor devices, during various steps of the manufacturing process. These systems enable semiconductor manufacturers to improve yields, increase productivity and lower their manufacturing costs. The Company maintains its headquarters in Milpitas, California, with sales and service offices worldwide. Nanometrics is traded on the NASDAQ Global Market under the symbol NANO. Nanometrics’ website is http://www.nanometrics.com.