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


        Date of Report (Date of earliest event reported): APRIL 24, 2003


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


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


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



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


                                       N/a
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          (Former name or former address, if changed since last report)



Item 7.  Financial Statements and Exhibits

         (c)      Exhibits

         99.1     Press Release,  dated April 24, 2003, announcing  registrant's
                  first quarter financial results.


Item 9. Regulation FD Disclosure

         The information  under this Item 9 is being furnished  pursuant Item 12
         of Form 8-K.)

         On April 24, 2003,  registrant  made an earnings  release,  the text of
         which  is set  forth  in  Exhibit  99.1  attached  hereto  and is being
         furnished pursuant to Item 12 of From 8-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.


                                    NANOMETRICS INCORPORATED

                                    /s/ Paul B. Nolan
                                    ---------------------
                                    Paul B. Nolan
                                    Chief Financial Officer
                                    April 24, 2003




                                  EXHIBIT INDEX

Exhibit No.   Description
----------    -----------

   99.1       Press Release, dated April 24, 2003, announcing registrant's first
              quarter financial results.