 | Nanometrics Incorporated 1550 Buckeye Drive Milpitas, CA 95035 | Tel: 408.435.9600 Fax: 408.232.5910 www.nanometrics.com |
November 4, 2010
VIA EDGAR FILING AND OVERNIGHT DELIVERY
Jeff Jaramillo
Legal Branch Chief
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 4631
Washington, D.C. 20549
| Re: | Nanometrics Incorporated |
Form 10-K for the Fiscal Year Ended January 2, 2010
Form 10-Q for the Quarterly Period Ended July 3, 2010
File Number 000-13470
Dear Mr. Jaramillo:
Reference is made to (i) the comments of the Commission’s staff (the “Staff”) in regard to Nanometrics Incorporated’s (the “Company”) Form 10-K for the fiscal year ended January 2, 2010 and Form 10-Q for the quarterly period ended July 3, 2010, as set forth in your comment letter dated September 17, 2010 (the “Comment Letter”); and (ii) the responses of the Company to the Comment Letter provided on behalf of the Company by Perkins Coie LLP, counsel to the Company, pursuant to the letter dated October 14, 2010.
As requested by the Staff, the Company hereby acknowledges the following:
| • | the Company is responsible for the adequacy and accuracy of the disclosure in its filings; |
| • | Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| • | the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
If you have any further comments or questions regarding this letter, please contact me at (408) 545-6145.
| Very truly yours, | ||
| Nanometrics Incorporated | ||
| By: | /s/ James P. Moniz | |
| Name: | James P. Moniz | |
| Title: | Chief Financial Officer | |
| cc: | Timothy J. Stultz, Ph.D., Nanometrics Incorporated |
Buddy Arnheim, Perkins Coie LLP
Sonny Allison, Perkins Coie LLP