As filed with the Securities and Exchange Commission on September 3, 2003
                                                           Registration No. 333-
================================================================================
                                  UNITED STATES
                       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
                    (Address of principal executive offices)    (Zip code)
                                ---------------
                            NANOMETRICS INCORPORATED
                        2003 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)
                                ---------------
                                 John D. Heaton
                             Chief Executive Officer
                            Nanometrics Incorporated
                               1550 Buckeye Drive
                           Milpitas, California 95035
                     (Name and address of agent for service)
                                ---------------
                                 (408) 435-9600
          (Telephone number, including area code, of agent for service)
                                ---------------
                                    Copy to:
                              Aaron J. Alter, Esq.
                        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 Maximum         Amount of
         Title of Securities to                 Amount to be           Offering Price       Aggregate Offering       Registration
             be Registered                     Registered (1)           Per Share (2)            Price (2)               Fee
----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
<S>                                                <C>                   <C>                    <C>                    <C>
Common Stock, no par value
   To be issued under the Nanometrics
     Incorporated 2003 Employee Stock
      Purchase Plan...................             750,000               $7.105                 $5,328,750             $432
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   This  Registration  Statement also covers any additional  shares of Common
      Stock that may be offered or issued under the 2003 Employee Stock Purchase
      Plan as a result of any stock dividends,  stock splits,  recapitalizations
      or any other similar transactions.

(2)   Estimated  in  accordance  with  Rules  457(h)(1)  and  457(c)  under  the
      Securities Act of 1933, as amended,  solely for the purpose of calculating
      the registration  fee. The computation is based on the average of the high
      and low prices as  reported  on The Nasdaq  National  Market on August 27,
      2003,  as the price at which the  shares  will be granted in the future is
      not currently determinable.
================================================================================

<PAGE>

                            NANOMETRICS INCORPORATED

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents  and  information  previously  filed with the
Securities and Exchange Commission (the "SEC") by Nanometrics  Incorporated (the
"Company"  or the  "Registrant")  are hereby  incorporated  by reference in this
Registration Statement:

                  (1) the  Company's  Annual  Report on Form 10-K for the fiscal
         year  ended  December  31,  2002  filed  pursuant  to Section 13 of the
         Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  on
         March 28, 2003;

                  (2) the Company's quarterly report on Form 10-Q for the fiscal
         quarter ended March 31, 2003, filed with the SEC on May 13, 2003;

                  (3) the Company's quarterly report on Form 10-Q for the fiscal
         quarter ended June 30, 2003, filed with the SEC on August 11, 2003; and

                  (4) the description of the Company's Common Stock contained in
         the Company's Registration Statement on Form 8-A, dated April 29, 1985,
         filed  pursuant to Section  12(g) of the Exchange  Act,  including  any
         amendment or report filed for the purpose of updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  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,  shall be deemed
to be  incorporated by reference in this  Registration  Statement and to be part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

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 Bylaws
provide for  indemnification  of its  directors,  officers,  employees and

                                      II-1
<PAGE>

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 Exhibit Index are filed as part
hereof,  or incorporated by reference  into,  this  registration  statement (see
Exhibit Index below).

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, 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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  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 the initial bona
fide offering thereof.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act 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  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  Securities  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 this 29th day of
August, 2003.

                                         NANOMETRICS INCORPORATED

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

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below hereby  constitutes and appoints John D. Heaton and Paul B. Nolan,
jointly and severally,  his  attorney-in-fact,  each with power of substitution,
for him in any and all capacities,  to sign any amendments to this  Registration
Statement on Form S-8,  and to file the same,  with  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact,  or his
substitute or substitutes, may do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement has been signed below by the following persons on behalf
of the Registrant in the capacities  indicated below on this 29th day of August,
2003.

/s/ Vincent J. Coates
-----------------------------   Chairman of the Board of Directors and Secretary
Vincent J. Coates

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

/s/ Nathaniel Brenner
-----------------------------   Director
Nathaniel Brenner

/s/ John D. Heaton
-----------------------------   President, Chief Executive Officer and Director
John D. Heaton

/s/ Edmond R. Ward
-----------------------------   Director
Edmond R. Ward

/s/ William G. Oldham
-----------------------------   Director
William G. Oldham

                                      II-3
<PAGE>

                            NANOMETRICS INCORPORATED

                       REGISTRATION STATEMENT ON FORM S-8

                                  EXHIBIT INDEX

        Exhibit
         Number                               Description
------------------------   -----------------------------------------------------

          4.1              Nanometrics Incorporated 2003 Employee Stock Purchase
                           Plan.

          5.1              Opinion   of  Wilson   Sonsini   Goodrich  &  Rosati,
                           Professional   Corporation,   as   to   legality   of
                           securities being registered.

          23.1             Independent Auditors' Consent.

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

          24.1             Power  of  Attorney   (contained  on  signature  page
                           hereto).
[{"type": "S-8", "sequence": "1", "filename": "p17606_s-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 13992}]
{"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": "333-108474", "film-number": "03879670"}, "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 September 3, 2003
                                                           Registration No. 333-
================================================================================
                                  UNITED STATES
                       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
                    (Address of principal executive offices)    (Zip code)
                                ---------------
                            NANOMETRICS INCORPORATED
                        2003 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)
                                ---------------
                                 John D. Heaton
                             Chief Executive Officer
                            Nanometrics Incorporated
                               1550 Buckeye Drive
                           Milpitas, California 95035
                     (Name and address of agent for service)
                                ---------------
                                 (408) 435-9600
          (Telephone number, including area code, of agent for service)
                                ---------------
                                    Copy to:
                              Aaron J. Alter, Esq.
                        Wilson Sonsini Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                               Palo Alto, CA 94304
                                 (650) 493-9300
                                ---------------
CALCULATION OF REGISTRATION FEE
========================================= ========================= ====================== ====================== ==================
                                                                      Proposed Maximum       Proposed Maximum         Amount of
         Title of Securities to                 Amount to be           Offering Price       Aggregate Offering       Registration
             be Registered                     Registered (1)           Per Share (2)            Price (2)               Fee
----------------------------------------- ------------------------- ---------------------- ---------------------- ------------------
Common Stock, no par value
   To be issued under the Nanometrics
     Incorporated 2003 Employee Stock
      Purchase Plan...................             750,000               $7.105                 $5,328,750             $432
------------------------------------------------------------------------------------------------------------------------------------
(1)   This  Registration  Statement also covers any additional  shares of Common
      Stock that may be offered or issued under the 2003 Employee Stock Purchase
      Plan as a result of any stock dividends,  stock splits,  recapitalizations
      or any other similar transactions.

(2)   Estimated  in  accordance  with  Rules  457(h)(1)  and  457(c)  under  the
      Securities Act of 1933, as amended,  solely for the purpose of calculating
      the registration  fee. The computation is based on the average of the high
      and low prices as  reported  on The Nasdaq  National  Market on August 27,
      2003,  as the price at which the  shares  will be granted in the future is
      not currently determinable.
================================================================================
NANOMETRICS INCORPORATED

                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents  and  information  previously  filed with the
Securities and Exchange Commission (the "SEC") by Nanometrics  Incorporated (the
"Company"  or the  "Registrant")  are hereby  incorporated  by reference in this
Registration Statement:

                  (1) the  Company's  Annual  Report on Form 10-K for the fiscal
         year  ended  December  31,  2002  filed  pursuant  to Section 13 of the
         Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  on
         March 28, 2003;

                  (2) the Company's quarterly report on Form 10-Q for the fiscal
         quarter ended March 31, 2003, filed with the SEC on May 13, 2003;

                  (3) the Company's quarterly report on Form 10-Q for the fiscal
         quarter ended June 30, 2003, filed with the SEC on August 11, 2003; and

                  (4) the description of the Company's Common Stock contained in
         the Company's Registration Statement on Form 8-A, dated April 29, 1985,
         filed  pursuant to Section  12(g) of the Exchange  Act,  including  any
         amendment or report filed for the purpose of updating such description.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  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,  shall be deemed
to be  incorporated by reference in this  Registration  Statement and to be part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

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 Bylaws
provide for  indemnification  of its  directors,  officers,  employees and

                                      II-1
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 Exhibit Index are filed as part
hereof,  or incorporated by reference  into,  this  registration  statement (see
Exhibit Index below).

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, 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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  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 the initial bona
fide offering thereof.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act 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  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  Securities  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 this 29th day of
August, 2003.

                                         NANOMETRICS INCORPORATED

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

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below hereby  constitutes and appoints John D. Heaton and Paul B. Nolan,
jointly and severally,  his  attorney-in-fact,  each with power of substitution,
for him in any and all capacities,  to sign any amendments to this  Registration
Statement on Form S-8,  and to file the same,  with  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact,  or his
substitute or substitutes, may do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement has been signed below by the following persons on behalf
of the Registrant in the capacities  indicated below on this 29th day of August,
2003.

/s/ Vincent J. Coates
-----------------------------   Chairman of the Board of Directors and Secretary
Vincent J. Coates

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

/s/ Nathaniel Brenner
-----------------------------   Director
Nathaniel Brenner

/s/ John D. Heaton
-----------------------------   President, Chief Executive Officer and Director
John D. Heaton

/s/ Edmond R. Ward
-----------------------------   Director
Edmond R. Ward

/s/ William G. Oldham
-----------------------------   Director
William G. Oldham

                                      II-3
NANOMETRICS INCORPORATED

                       REGISTRATION STATEMENT ON FORM S-8

                                  EXHIBIT INDEX

        Exhibit
         Number                               Description
------------------------   -----------------------------------------------------

          4.1              Nanometrics Incorporated 2003 Employee Stock Purchase
                           Plan.

          5.1              Opinion   of  Wilson   Sonsini   Goodrich  &  Rosati,
                           Professional   Corporation,   as   to   legality   of
                           securities being registered.

          23.1             Independent Auditors' Consent.

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

          24.1             Power  of  Attorney   (contained  on  signature  page
                           hereto).