NANOMETRICS INCORPORATED
1550 Buckeye Drive
Milpitas, California 95035
tel. (408) 435-9600
VIA FACSIMILE
June 15, 2006
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
| Re: | Nanometrics Incorporated | |||
| Registration Statement on Form S-4 (File: 333-133033) |
Ladies and Gentlemen:
Pursuant to Rule 461(a) of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-4 (the “Registration Statement”) for Nanometrics Incorporated so that such Registration Statement will be declared effective at 4:00 p.m., Eastern Time, on Friday, June 16, 2006, or as soon thereafter as practicable.
Please advise the undersigned and the persons indicated on the cover of the Registration Statement when the order permitting such Registration Statement to become effective is issued.
| Sincerely, | ||
| NANOMETRICS INCORPORATED | ||
| By: | /s/ Quentin Wright | |
| Quentin Wright | ||
| Chief Accounting Officer | ||
