United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 9 )
Nanometrics Incorporated
(name of issuer)
Common Stock, No par value
(title of class securities)
630077105
(CUSIP number)
Check if a fee is being paid with this statement. (A fee
is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsquent thereto reporting beneficial ownership
of five percent or less of such class.) (See rule 13d-7).
CUSIP No. 630077105 13G
1 - NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eaton Vance Management
#04-3101341
2 - CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ___ (a)
_X_ (b)
Group Disclaimed
3 - SEC USE ONLY
4 - CITIZENSHIP OF PLACE OF ORGANIZATION
Boston, Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5 - SOLE VOTING POWER
6 - SHARED VOTING POWER
7 - SOLE DISPOSITIVE POWER
441,850
8 - SHARED DISPOSITIVE POWER
9 - AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
441,850 (see item 4)
10 - CHECK BOX IF THE AGGREGATE AMOUNT ON ROW (9) EXCLUDES CERTAIN
SHARES
11 - PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW 9
6.00%
12 - TYPE OF REPORTING PERSON
IA
<PAGE>
Amendment to Schedule 13G
Item 1(a) Name of Issuer:
Nanometrics Incorporated
Item 1(b) Address of Issuer's Principal Executive Office:
310 Deguigne Drive, Sunnyvale, California 94086
Item 2(a) Name of Person Filing:
Eaton Vance Management
Item 2(b) Address of Principal Business Office of Person Filing:
24 Federal Street, Boston, Massachusetts 02110
Item 2(c) Citizenship:
United States
Item 2(d) Title of Class of Securities:
Common Stock, No par value
Item 2(e) CUSIP Number
630077105
Item 3 Eligibility to File Schedule 13G:
Eaton Vance Management is an investment adviser registered under
Section 203 of the Investment Adviser Act of 1940, and acts as
investment adviser to Fiduciary Exchange Fund, Inc. and Second
Fiduciary Exchange Fund, Inc. which are investment companies
registered under Section 8 of the Investment Company Act of 1940.
Item 4 Ownership:
(a) As of December 31, 1994:
(1) Fiduciary Exchange Fund, Inc. beneficially owned 132,000
shares of the issuer's Common Stock (or 1.79% of the
7,363,000 shares believed to be outstanding).
(2) Diversification Fund, Inc. beneficially owned
309,850 shares of the issuer's Common Stock (or 4.21% of
the 7,363,000 shares believed to be outstanding).
(3) By virtue of new Rule 13d-3(a)(2) under the Securities
Exchange Act of 1934, Eaton Vance Management, in its
capacity as investment adviser to Fiduciary Exchange
Fund, Inc. and Diversification Fund, Inc. may
be deemed the "beneficial owner" of 441,850 shares of the
issuer's Common Stock (or 6.00% of the 7,363,000 shares
believed to be outstanding), inasmuch as said investment
adviser has investment power with respect to such shares.
(b) As of December 31, 1994:
(1) Fiduciary Exchange Fund, Inc. had the sole power to
vote or to direct the voting of 132,000 shares of
the issuer's Common Stock, and will exercise such
power through its authorized officers and
representatives.
(2) Diversification Fund, Inc. had the sole
power to vote or to direct the voting of 309,850
shares of the issuer's Common Stock, and will
exercise such power through its authorized officers
and representatives.
(3) Eaton Vance Management has the sole power to
dispose, or direct the disposition of 441,850 shares
of the issuer's Common Stock, in its capacity as
investment adviser to Fiduciary Exchange Fund, Inc.
and Second Fiduciary Exchange Fund, Inc.
Item 5 Ownership of Five Percent of Less of a Class:
Not applicable
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Not applicable
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
See Items 4(a)(3) and 4(b)(3)
Item 8 Identification and Classification of Members of the
Group:
See Item 3
Item 9 Notice of Dissolution of Group:
Not applicable
Item 10 Certification:
See below
This is Amendment No. 9 to Schedule 13G dated as of February 14,
1986 of Eaton Vance Management, Inc.
All disclaimers set forth in the previous filings are incorporated
herein by reference.
After reasonable inquiry and to the best of its knowledge and
belief, Eaton Vance Management certifies that the information set
forth in this Amendment is true, complete and correct.
EATON VANCE MANAGEMENT
January 31, 1995 By: Douglas C. Miller
Assistant Vice President
