As filed with the Securities and Exchange Commission on July 1, 2002
                                                     Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                             ----------------------

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

                             ----------------------

           CALIFORNIA                                      94-2276314
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                      Identification Number)

                               1550 Buckeye Drive
                           Milpitas, California 95035
                                 (408) 435-9600

    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

                            NANOMETRICS INCORPORATED
                         2000 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the Plan)

                             ----------------------

                                 John D. Heaton
                             Chief Executive Officer
                            Nanometrics Incorporated
                               1550 Buckeye Drive
                           Milpitas, California 95035
                                 (408) 435-9600

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                             ----------------------

                                   Copies to:

                                 Aaron J. Alter
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (650) 493-9300

                             ----------------------

<TABLE>
<CAPTION>
====================================================================================================================================
                                              CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                          Proposed
                                                                           Maximum               Proposed
                                                   Amount                 Offering                Maximum
  Title of Each Class of Securities to             to be                    Price                Aggregate            Amount of
             be Registered                       Registered               Per Share           Offering Price       Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                         <C>                    <C>                   <C>
Common Stock, no par value
        To be issued under the
        Nanometrics Incorporated
        2000 Employee Stock
        Option Plan                           1,200,000 shares            $ 13.815               $16,578,000           $1,526
====================================================================================================================================
</TABLE>

(1)  The  Proposed  Maximum  Offering  Price  Per Share  has been  estimated  in
     accordance  with Rules 457(h) and (c) under the  Securities Act of 1933, as
     amended,  solely for the purpose of calculating the  registration  fee. The
     computation is based upon $13.815, which represents the average of the high
     and low price of the Common Stock of Nanometrics  Incorporated  as reported
     on the Nasdaq National Market on June 24, 2002.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Information Incorporated by Reference.

         The  following  documents  and  information  previously  filed with the
Securities and Exchange Commission are hereby incorporated by reference:

         (a)   The annual  report of Registrant on Form 10-K for the fiscal year
               ended  December 31, 2001 filed  pursuant to Section  13(a) of the
               Securities  Exchange Act of 1934, as amended (the "Exchange Act")
               on March 21, 2002;

         (b)   The  quarterly  report of  Registrant on Form 10-Q for the fiscal
               quarter ended March 31, 2002 filed  pursuant to Section 13 of the
               Exchange Act on May 7, 2002;

         (c)   The  description of the Company's  Common Stock  contained in the
               Company's  registration  statement on Form 8-A filed  pursuant to
               Section 12 of the Exchange Act on April 29, 1985; and

         (d)   All documents filed by the Registrant pursuant to Sections 13(a),
               13(c),  14 and 15(d) of the Exchange Act subsequent to the filing
               of this  registration  statement  and  prior to the  filing  of a
               post-effective  amendment  which  indicates  that all  securities
               offered have been sold or which  deregisters  all securities then
               remaining unsold, from the date of filing of such documents.

Item 4.       Description of Securities.

         Not applicable.

Item 5.       Interests of Named Experts and Counsel.

         Not applicable.

Item 6.       Indemnification of Directors and Officers.

         Section 317 of the California  Corporations  Code authorizes a court to
award,  or a corporation's  Board of Directors to grant,  indemnity to directors
and officers in terms  sufficiently broad to permit such  indemnification  under
certain  circumstances  for liabilities  (including  reimbursement  for expenses
incurred)  arising under the Securities Act. Article V of the Company's  Amended
and Restated  Articles of Incorporation  and Article VI of the Company's Amended
and Restated  Bylaws provide for  indemnification  of its  directors,  officers,
employees  and other agents to the maximum  extent  permitted by the  California
Corporations  Code.  In addition,  the Company has entered into  indemnification
agreements with its officers and directors.

Item 7.       Exemption from Registration Claimed.

         Not applicable.

Item 8.       Exhibits.

         The Exhibits listed on the accompanying  Index to Exhibits are filed as
part hereof,  or incorporated by reference  into, this  registration  statement.
(See Exhibit Index below).


                                      II-1
<PAGE>

Item 9.       Undertakings.

         (a)  The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be an initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the  Securities  Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                      II-2
<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Milpitas, State of California on July 1, 2002.

                                    NANOMETRICS INCORPORATED


                                    By:  /s/ John D. Heaton
                                       -----------------------------------------
                                         John D. Heaton
                                         Chief Executive Officer and President

                                POWER OF ATTORNEY

         KNOW  ALL  PERSONS  BY  THESE  PRESENTS,  that  each  individual  whose
signature  appears  below  constitutes  and appoints  John D. Heaton and Paul B.
Nolan and each of them, his or her true and lawful  attorneys-in-fact and agents
with full power of substitution  and  resubstitution,  for him or her and in his
and her name,  place and stead, in any and all  capacities,  to sign any and all
amendments (including post-effective  amendments) to this registration statement
and to file the same with all exhibits thereto,  and all documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite and necessary to be done, as
fully to all  intents  and  purposes  as he or she might or could do in  person,
hereby  ratifying and confirming all that said  attorneys-in-fact  and agents or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done  by  virtue  hereof.  This  power  of  attorney  may be  executed  in
counterparts.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

<TABLE>
<CAPTION>
                      SIGNATURE                                       TITLE                            DATE
-------------------------------------------------      ---------------------------------------    -------------
<S>                                                    <C>                                         <C>

/s/ Vincent J. Coates                                  Chairman of the Board of Directors
-------------------------------------------------      and Secretary                               July 1, 2002
Vincent J. Coates

                                                       Chief Financial Officer and Vice
/s/ Paul B. Nolan                                      President (Principal Accounting
-------------------------------------------------      and Financial Officer)                      July 1, 2002
Paul B. Nolan

/s/ Nathaniel Brenner
-------------------------------------------------
Nathaniel Brenner                                      Director                                    July 1, 2002


/s/ Papken S. Der Torossian
-------------------------------------------------
Papken S. Der Torossian                                Director                                    July 1, 2002



/s/ John D. Heaton                                     President, Chief Executive Officer
-------------------------------------------------      and Director (Principal Executive
John D. Heaton                                         Officer)                                    July 1, 2002


/s/ William G. Oldham
-------------------------------------------------
William G. Oldham                                      Director                                    July 1, 2002


/s/ Edmond R. Ward
-------------------------------------------------
Edmond R. Ward                                         Director                                    july 1, 2002

</TABLE>


                                      II-3
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
     Exhibit Number                                    Exhibit Document                                 Numbered Page
     --------------                                    ----------------                                 -------------
<S>                      <C>
            4.1          Nanometrics Incorporated 2000 Employee Stock Option Plan, as amended May 2002.

            5.1          Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as
                         to the legality of securities being registered (Counsel to the Registrant).

           23.1          Independent Auditors' Consent.

           23.2          Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
                         (contained in Exhibit 5.1 hereto).

           24.1          Power of Attorney (included on page II-3 of this registration statement)

</TABLE>


                                      II-4
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{"company-data": {"conformed-name": "NANOMETRICS INC", "cik": "0000704532", "assigned-sic": "3829", "irs-number": "942276314", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91714", "film-number": "02694186"}, "business-address": {"street1": "310 DEGUIGNE DR", "city": "SUNNYVALE", "state": "CA", "zip": "94086", "phone": "4087461600"}, "mail-address": {"street1": "310 DEGUIGNE DRIVE", "city": "SUNNYVALE", "state": "CA", "zip": "94086"}}
As filed with the Securities and Exchange Commission on July 1, 2002
                                                     Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                             ----------------------

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

                             ----------------------

           CALIFORNIA                                      94-2276314
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                      Identification Number)

                               1550 Buckeye Drive
                           Milpitas, California 95035
                                 (408) 435-9600

    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

                            NANOMETRICS INCORPORATED
                         2000 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the Plan)

                             ----------------------

                                 John D. Heaton
                             Chief Executive Officer
                            Nanometrics Incorporated
                               1550 Buckeye Drive
                           Milpitas, California 95035
                                 (408) 435-9600

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                             ----------------------

                                   Copies to:

                                 Aaron J. Alter
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (650) 493-9300

                             ----------------------
====================================================================================================================================
                                              CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                          Proposed
                                                                           Maximum               Proposed
                                                   Amount                 Offering                Maximum
  Title of Each Class of Securities to             to be                    Price                Aggregate            Amount of
             be Registered                       Registered               Per Share           Offering Price       Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value
        To be issued under the
        Nanometrics Incorporated
        2000 Employee Stock
        Option Plan                           1,200,000 shares            $ 13.815               $16,578,000           $1,526
====================================================================================================================================
(1)  The  Proposed  Maximum  Offering  Price  Per Share  has been  estimated  in
     accordance  with Rules 457(h) and (c) under the  Securities Act of 1933, as
     amended,  solely for the purpose of calculating the  registration  fee. The
     computation is based upon $13.815, which represents the average of the high
     and low price of the Common Stock of Nanometrics  Incorporated  as reported
     on the Nasdaq National Market on June 24, 2002.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Information Incorporated by Reference.

         The  following  documents  and  information  previously  filed with the
Securities and Exchange Commission are hereby incorporated by reference:

         (a)   The annual  report of Registrant on Form 10-K for the fiscal year
               ended  December 31, 2001 filed  pursuant to Section  13(a) of the
               Securities  Exchange Act of 1934, as amended (the "Exchange Act")
               on March 21, 2002;

         (b)   The  quarterly  report of  Registrant on Form 10-Q for the fiscal
               quarter ended March 31, 2002 filed  pursuant to Section 13 of the
               Exchange Act on May 7, 2002;

         (c)   The  description of the Company's  Common Stock  contained in the
               Company's  registration  statement on Form 8-A filed  pursuant to
               Section 12 of the Exchange Act on April 29, 1985; and

         (d)   All documents filed by the Registrant pursuant to Sections 13(a),
               13(c),  14 and 15(d) of the Exchange Act subsequent to the filing
               of this  registration  statement  and  prior to the  filing  of a
               post-effective  amendment  which  indicates  that all  securities
               offered have been sold or which  deregisters  all securities then
               remaining unsold, from the date of filing of such documents.

Item 4.       Description of Securities.

         Not applicable.

Item 5.       Interests of Named Experts and Counsel.

         Not applicable.

Item 6.       Indemnification of Directors and Officers.

         Section 317 of the California  Corporations  Code authorizes a court to
award,  or a corporation's  Board of Directors to grant,  indemnity to directors
and officers in terms  sufficiently broad to permit such  indemnification  under
certain  circumstances  for liabilities  (including  reimbursement  for expenses
incurred)  arising under the Securities Act. Article V of the Company's  Amended
and Restated  Articles of Incorporation  and Article VI of the Company's Amended
and Restated  Bylaws provide for  indemnification  of its  directors,  officers,
employees  and other agents to the maximum  extent  permitted by the  California
Corporations  Code.  In addition,  the Company has entered into  indemnification
agreements with its officers and directors.

Item 7.       Exemption from Registration Claimed.

         Not applicable.

Item 8.       Exhibits.

         The Exhibits listed on the accompanying  Index to Exhibits are filed as
part hereof,  or incorporated by reference  into, this  registration  statement.
(See Exhibit Index below).

                                      II-1
Item 9.       Undertakings.

         (a)  The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be an initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the  Securities  Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-2
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Milpitas, State of California on July 1, 2002.

                                    NANOMETRICS INCORPORATED

                                    By:  /s/ John D. Heaton
                                       -----------------------------------------
                                         John D. Heaton
                                         Chief Executive Officer and President

                                POWER OF ATTORNEY

         KNOW  ALL  PERSONS  BY  THESE  PRESENTS,  that  each  individual  whose
signature  appears  below  constitutes  and appoints  John D. Heaton and Paul B.
Nolan and each of them, his or her true and lawful  attorneys-in-fact and agents
with full power of substitution  and  resubstitution,  for him or her and in his
and her name,  place and stead, in any and all  capacities,  to sign any and all
amendments (including post-effective  amendments) to this registration statement
and to file the same with all exhibits thereto,  and all documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite and necessary to be done, as
fully to all  intents  and  purposes  as he or she might or could do in  person,
hereby  ratifying and confirming all that said  attorneys-in-fact  and agents or
any of them, or their or his substitute or substitutes, may lawfully do or cause
to be done  by  virtue  hereof.  This  power  of  attorney  may be  executed  in
counterparts.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
SIGNATURE                                       TITLE                            DATE
-------------------------------------------------      ---------------------------------------    -------------
/s/ Vincent J. Coates                                  Chairman of the Board of Directors
-------------------------------------------------      and Secretary                               July 1, 2002
Vincent J. Coates

                                                       Chief Financial Officer and Vice
/s/ Paul B. Nolan                                      President (Principal Accounting
-------------------------------------------------      and Financial Officer)                      July 1, 2002
Paul B. Nolan

/s/ Nathaniel Brenner
-------------------------------------------------
Nathaniel Brenner                                      Director                                    July 1, 2002

/s/ Papken S. Der Torossian
-------------------------------------------------
Papken S. Der Torossian                                Director                                    July 1, 2002

/s/ John D. Heaton                                     President, Chief Executive Officer
-------------------------------------------------      and Director (Principal Executive
John D. Heaton                                         Officer)                                    July 1, 2002

/s/ William G. Oldham
-------------------------------------------------
William G. Oldham                                      Director                                    July 1, 2002

/s/ Edmond R. Ward
-------------------------------------------------
Edmond R. Ward                                         Director                                    july 1, 2002
II-3
INDEX TO EXHIBITS
Exhibit Number                                    Exhibit Document                                 Numbered Page
     --------------                                    ----------------                                 -------------
4.1          Nanometrics Incorporated 2000 Employee Stock Option Plan, as amended May 2002.

            5.1          Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as
                         to the legality of securities being registered (Counsel to the Registrant).

           23.1          Independent Auditors' Consent.

           23.2          Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
                         (contained in Exhibit 5.1 hereto).

           24.1          Power of Attorney (included on page II-3 of this registration statement)
II-4