AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                           OF NANOMETRICS INCORPORATED

The undersigned certify that:

1. They are the president and the secretary, respectively, of Nanometrics
Incorporated, a California corporation.

2. The Articles of Incorporation of the corporation are hereby amended and
restated to read as follows:

                                    ARTICLE I

         "The name of this corporation is: "Nanometrics Incorporated."

                                   ARTICLE II

The purpose of this corporation is to engage in any lawful act or activity for
which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.

                                   ARTICLE III

This corporation is authorized to issue only one class of shares of stock which
shall be designated "Common Stock." The total number of shares of Common Stock
which this corporation is authorized to issue is 50,000,000 shares.

                                   ARTICLE IV

Pursuant to Section 23O2 of the California Corporations Code, this corporation
elects to be governed by all the provisions of the California Corporations Code
effective January 1,1977, not otherwise applicable to it.

                                    ARTICLE V

         1.       Limitation of Directors' Liability. The liability of the
                  directors of this corporation for monetary damages shall be
                  eliminated to the fullest extent permissible under California
                  law.

         2.       Indemnification of Corporate Agents. This corporation is
                  authorized to provide for, through bylaw provisions or through
                  agreements with the agents, or both, the indemnification of
                  agents (as defined in Section 317 of the California
                  Corporations Code) of the corporation in excess of that
                  expressly permitted by said Section 317 for




                  said agents to the fullest extent permissible under California
                  law, subject to the limitations set forth in Section 204 of
                  the California Corporations Code in actions brought by or on
                  behalf of this corporation for breach of duty to this
                  corporation or its shareholders.

         3.       Repeal or Modification. Any repeal or modification of the
                  foregoing provisions of this Article V shall not adversely
                  affect any right of indemnification or limitation of liability
                  of an agent of this corporation relating to acts or omissions
                  occurring prior to such repeal or modification.

3. The foregoing Amended and Restated Articles of Incorporation have been
approved by the board of directors.

4. The foregoing Amended and Restated Articles of Incorporation have been duly
approved by the required vote of shareholders in accordance with Section 902 of
the California Corporations Code. The total number of outstanding shares of this
corporation is l1,8Ol,199. The total number of shares voting in favor of the
amendment equaled or exceeded the vote required was more than 50%. No shares of
Junior Common were outstanding. All shares of Series B were previously converted
to Common Stock.

         We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of our own knowledge.



         Date:       June 7, 2002
              ----------------------



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


                                           /s/ Vincent J. Coates
                                           -------------------------------------
                                           Vincent J. Coates
                                           Secretary