EXHIBIT 23.2


                    INDEPENDENT AUDITORS' REPORT ON SCHEDULE


To the Board of Directors and Shareholders of
   Nanometrics, Incorporated

We  have  audited  the   consolidated   financial   statements  of   Nanometrics
Incorporated  as of December 31, 1999 and 2000,  and for each of the three years
in the period ended  December 31, 2000, and have issued our report thereon dated
February 15, 2001.  Our audits also  included the financial  statement  schedule
listed in Item 14(a)(2). This financial statement schedule is the responsibility
of the Company's  management.  Our responsibility is to express an opinion based
on  our  audits.  In  our  opinion,  such  financial  statement  schedule,  when
considered  in  relation  to the basic  financial  statements  taken as a whole,
present fairly in all material respects the information set forth therein.


Deloitte & Touche LLP
San Jose, California
February 15, 2001