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


       Date of Report (Date of earliest event reported): FEBRUARY 19, 2004


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


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


1550 Buckeye Drive, Milpitas, California                           95035
----------------------------------------                           ----------
(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  February 19, 2004,  announcing  registrant's
           fourth quarter financial results.


Item 9.    Regulation FD Disclosure

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

            On February 19, 2004, the registrant issued 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 this Form 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
                                    February 19, 2004




                                  EXHIBIT INDEX


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

99.1           Press Release,  dated February 19, 2004, announcing  registrant's
               fourth quarter financial results.