Exhibit 32.1


      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, John D.  Heaton,  certify,  pursuant to 18 U.S.C.  Section  1350,  as adopted
pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002,  that the Quarterly
Report of Nanometrics  Incorporated on Form 10-Q for the quarterly  period ended
October 2, 2004 fully complies with the  requirements  of Section 13(a) or 15(d)
of the Securities  Exchange Act of 1934 and that  information  contained in such
Quarterly  Report on Form 10-Q fairly  presents  in all  material  respects  the
financial condition and results of operations of Nanometrics Incorporated.



November 15, 2004                           By: /s/ John D. Heaton
                                               ---------------------------------
                                            Name:   John D. Heaton
                                            Title:  Chief Executive Officer




I, Paul B.  Nolan,  certify,  pursuant  to 18 U.S.C.  Section  1350,  as adopted
pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002,  that the Quarterly
Report of Nanometrics  Incorporated on Form 10-Q for the quarterly  period ended
October 2, 2004 fully complies with the  requirements  of Section 13(a) or 15(d)
of the Securities  Exchange Act of 1934 and that  information  contained in such
Quarterly  Report on Form 10-Q fairly  presents  in all  material  respects  the
financial condition and results of operations of Nanometrics Incorporated.



November 15, 2004                           By: /s/ Paul B. Nolan
                                               ---------------------------------
                                            Name:   Paul B. Nolan
                                            Title:  Chief Financial Officer




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