EXHIBIT 3.6

                            CERTIFICATE OF AMENDMENT
                        OF ARTICLES OF INCORPORATION OF
                            NANOMETRICS INCORPORATED


     Vincent J. Coates and Gary O. Rhea certify that:

     1.   They are the President and Secretary, respectively, of Nanometrics
Incorporated, a California corporation.

     2.   Section (3)(iv) of the Certificate of Determination of Preferences of
Series B Common Stock of this corporation, filed on January 31, 1983, is hereby
amended in its entirety to read as follows:

     (iv) immediately prior to the closing of an underwritten public offering of
     the corporation's Common Stock which the price per share to the public is
     at least $46.75, as adjusted for splits and recombination of the Common
     Stock after January 31, 1983 and rounded to the nearest multiple of $.125
     (being the lowest price differential at which common shares are normally
     offered in initial public offerings), and the net proceeds to the
     corporation are at least $5,000,000.

     3.   The foregoing Amendment of Articles of Incorporation has been duly
approved by the Board of Directors of this corporation.

     4.   The foregoing Amendment of Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 903 of
the California Corporations Code. The total number of outstanding shares of
Common Stock entitled to vote with respect to the foregoing Amendment is
6,414,532.  No vote of the outstanding Junior Common Stock was required.  The
number of shares voting in favor of the Amendment equaled or exceeded the vote
required.  The percentage vote required was more than 50%.

 
     IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Amendment on November 28, 1984.
                                    /s/ Vincent J. Coates
                                    --------------------------------- 
                                    Vincent J. Coates, President

                                    /s/ Gary O. Rhea
                                    ---------------------------------
                                    Gary O. Rhea, Secretary


     The undersigned each declare under penalty of perjury that the matters set
forth in the foregoing Certificate of Amendment are true of his own knowledge.
     Executed at Sunnyvale, California on November 28, 1984.
  
                                    /s/ Vincent J. Coates
                                    --------------------------------- 
                                    Vincent J. Coates

                                    /s/ Gary O. Rhea
                                    --------------------------------- 
                                    Gary O. Rhea


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