For geographical reporting, revenues are attributed to the geographic location in which the customer is located.  Revenue by geographic region is as follows: 

        Customers comprising 10% or more of revenue:

			Three Months Ended
			March 31,
			2007		2006
	Customer A		12.3%		22.7%
	Customer B		10.9%		5.4%
	Customer C		10.3%		0.9%
	Customer D		2.0%		10.7%

NOTE 16.   Recent Accounting Pronouncements        

        In February 2007, the Financial Accounting Standards Board (FASB)  issued SFAS No. 159 ("SFAS 159"), "The Fair Value Option for Financial Assets and Financial Liabilities- Including an amendment of FASB Statement No. 115."  SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value.  The object is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reporting earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.  SFAS 159 is effective for fiscal years that begin after November 15, 2007.  The Company is currently evaluating the potential impact of adopting SFAS 159.

       In September 2006, the FASB issued SFAS No. 157 ("SFAS 157"), "Fair Value Measurements." SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the potential impact of adopting SFAS 157.

      
NOTE 17.   Reclassifications

        Certain prior period amounts have been reclassified to conform to current financial statement presentation.

       In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159 ("SFAS 159"), "The Fair Value Option for Financial Assets and Financial Liabilities- Including an amendment of FASB Statement No. 115."  SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value.  The object is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reporting earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.  SFAS 159 is effective for fiscal years that begin after November 15, 2007.  The Company is currently evaluating the potential impact of adopting SFAS 159.

       In September 2006, the FASB issued SFAS No. 157 ("SFAS 157"), "Fair Value Measurements." SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the potential impact of adopting SFAS 157.

     
Results of Operations for the Three Month Periods Ended March 31, 2007 and 2006

        We are a worldwide leader in the design, development, manufacture and support of high-performance process control metrology, defect inspection, and data analysis systems used by semiconductor device manufacturers. We provide yield management solutions used in both wafer processing and final manufacturing through a family of standalone systems and integrated modules for both transparent and opaque thin film measurements and macro-defect inspection. All of these systems feature production-worthy automation and are backed by worldwide customer support.

        On February 15, 2006, the merger with August Technology was completed. The combined company continues to be known as Rudolph Technologies, Inc. Under the terms of the agreement, we paid an aggregate of $37.2 million in cash and issued an aggregate of 11.3 million shares of our common stock to former August Technology shareholders. The results of operations of August Technology have been included in our consolidated financial statements since the date of the merger. Due to the size of August Technology and the effects of purchase accounting, our financial position, results of operations and cash flows may not be comparable to prior periods. With the exception of future tax adjustments related to the merger, the effects of purchase accounting were completed in 2006.

        August Technology was a world-class provider of automated defect detection and product characterization systems for microelectronic device manufacturers. Their systems provided manufacturers with information that enables process-enhancing decisions, to ultimately lower manufacturing costs and decrease time-to-market. They had traditionally provided systems to address the automated inspection needs of the early stages of the final manufacturing or back-end of the microelectronic device manufacturing process. In addition, they had introduced new products for edge and backside inspection systems for advanced macro defect detection primarily in the front-end of the wafer manufacturing process. When used in conjunction with one another these systems allow a manufacturer to inspect the top, edge and back of a wafer’s surface.

        Rudolph's business is affected by the annual spending patterns of our customers on semiconductor capital equipment. The amount that our customers devote to capital equipment spending depends on a number of factors, including general worldwide economic conditions as well as other economic drivers such as personal computer and cell phone sales. Current forecasts by industry analysts for the semiconductor device manufacturing industry project a year-over-year increase in capital spending of 5-10% for 2007. We monitor capital equipment spending through announced capital spending plans by our customers and monthly-published industry data such as the book-to-bill ratio. The book-to-bill ratio is a 3-month running statistic that compares bookings or orders placed with capital equipment suppliers to billings or shipments. A book-to-bill above one shows that semiconductor device equipment manufacturers are ordering equipment at a pace that exceeds the equipment suppliers' shipments for the period. The three month rolling average North American semiconductor equipment book-to-bill ratio was 1.00 for the month of March 2007, decreasing from the December 2006 book-to-bill ratio of 1.01.

        Historically, a significant portion of our revenues in each quarter and year has been derived from sales to relatively few customers, and we expect this trend to continue. For the three month period ended March 31, 2007 and for the years ended December 31, 2004, 2005 and 2006, sales to customers that individually represented at least five percent of our revenues accounted for 44.6%, 53.4%, 62.6%, and 40.9% of our revenues, respectively. For the three month period ended March 31, 2007 and for the years ended December 31, 2004, 2005 and 2006, sales to Intel accounted for 12.3%, 23.2%, 20.3% and 14.0% of our revenues, respectively. Sales to Samsung and Tokyo Electron Limited during the three months ended March 31, 2007 were 10.9% and 10.3% of revenues, respectively. 

        We do not have purchase contracts with any of our customers that obligate them to continue to purchase our products, and they could cease purchasing products from us at any time. A delay in purchase or cancellation by any of our large customers could cause quarterly revenues to vary significantly. In addition, during a given quarter, a significant portion of our revenues may be derived from the sale of a relatively small number of systems. Our transparent film measurement systems range in average selling price from approximately $250,000 to $1.0 million per system, our opaque film measurement systems range in average selling price from approximately $900,000 to $2.0 million per system and our macro-defect inspection systems range in average selling price from approximately $250,000 to $1.4 million per system. Accordingly, a small change in the number of systems we sell may also cause significant changes in our operating results. Because fluctuations in the timing of orders from our major customers or in the number of our individual systems we sell could cause our revenues to fluctuate significantly in any given quarter or year, we do not believe that period-to-period comparisons of our financial results are necessarily meaningful, and they should not be relied upon exclusively as an indication of our future performance.

       A significant portion of our revenues has been derived from customers outside of the United States.  In the three-month period ended March 31, 2007, approximately 82.2% of our revenues were derived from customers outside of the United States, of which 57.6% were derived from customers in Asia and 24.6% were derived from customers in Europe.  In 2006, approximately 70.6% of our revenues were derived from customers outside of the United States, of which 59.9% were derived from customers in Asia and 10.7% were derived from customers in Europe.  In 2005, approximately 77.5% of our revenues were derived from customers outside of the United States, of which 56.3% were derived from customers in Asia and 21.2% were derived from customers in Europe.  In 2004, approximately 69.1% of our revenues were derived from customers outside of the United States, of which 59.6% were derived from customers in Asia and 9.5% were derived from customers in Europe. We expect that revenues generated from customers outside of the United States will continue to account for a significant percentage of our revenues.

        Revenues. Our revenues are primarily derived from the sale of our systems, services, spare parts and software licensing.  Our revenues were $48.4 million for the three month periods ended March 31, 2007, compared to $31.8 million for the three month periods ended March 31, 2006, representing an increase of 51.8%. 

        The following table lists the different sources of our revenue:

         The year-over-year increase in systems revenue for the three month periods ended March 31, 2007 and 2006 reflects an increase in inspection systems revenues of $13.9 million offset by a decrease in metrology systems revenue of $2.7 million. Systems revenue generated by our latest product releases and major enhancements in each of our product families amounted to 24% of total revenues for the three month period ended March 31, 2007 compared to 41% of total revenues for the three month period ended March 31, 2006.  The year-over-year increase in total parts and services revenue for the three month period ended March 31, 2007 and 2006 is primarily due to customers continuing to spend more on repair and maintenance of their existing equipment. Parts and services revenues are generated from part sales, maintenance service contracts, system upgrades, as well as time and material billable service calls.  The year-over-year increase in software licensing revenues is primarily due to the sale of certain technology rights to Tokyo Electron.

        Deferred revenues of $7.9 million are recorded in other current liabilities at March 31, 2007 and primarily consist of $2.0 million for licensing agreements, $4.8 million for deferred maintenance agreements and $1.1 million for systems awaiting acceptance and outstanding deliverables.

        Gross Profit.   Our gross profit has been and will continue to be affected by a variety of factors, including manufacturing efficiencies, excess and obsolete inventory write-offs, pricing by competitors or suppliers, new product introductions, product sales mix, production volume, customization and reconfiguration of systems, international and domestic sales mix, and parts and service margins.  Our gross profit was $26.3 million for the three month period ended March 31, 2007, compared to $9.2 million for the three month period ended March 31, 2006.  Our gross profit represented 54.3% of our revenues for the three month period ended March 31, 2007 and 29.0% and of our revenues for the same period in the prior year.  The increase in gross profit as a percentage of revenue for the three month period ended March 31, 2007, compared to the three month period ended March 31, 2006 is primarily due to higher systems sales volume in 2007, the transfer of certain technology rights to Tokyo Electron and higher charges to cost of goods sold in the 2006 period including a $2.5 million charge for the sale of inventory written-up to fair value upon merger,$2.4 million in charges related to duplicative inventory and $0.9 million for charges related to slow moving inventory.  We anticipate our  gross profit will be approximately 53-54% of revenues for the three month period ending June 30, 2007.

        Research and Development.  Our research and development expense was $8.7 million for the three month period ended March 31, 2007, compared to $5.7 million for the same period in the prior year.  Research and development expense represented 17.9% of our revenues for the three month period ended March 31, 2007, compared to 18.0% of revenues for the same period in the prior year.   The year-over-year dollar increase for the three month period ended March 31, 2007 and 2006 in research and development expenses primarily reflects the engineering team from the August Technology merger being included for the full quarter ended March 31, 2007, increased compensation costs and the write-off of $0.5 million for certain software project costs.  We anticipate research and development expense will be approximately 16-17% of revenues for the three month period ending June 30, 2007.

        Selling, General and Administrative.    Our selling, general and administrative expense was $8.8 million for the three month period ended March 31, 2007, compared to $6.6 million for the same periods in the prior year.  Selling, general and administrative expense represented 18.1% of our revenues for the three month period ended March 31, 2007 compared to 20.1% of our revenues for the same period in the prior year.  The year-over-year dollar increase for the three month periods ended March 31, 2007 and 2006 in selling, general and administrative expense was primarily due to administrative costs associated with the merged activities of August Technology being included for the full quarter ended March 31, 2007 and increased compensation costs.  We currently anticipate that selling, general and administrative expenses will represent approximately 18-20% of revenue for the three month period ending June 30, 2007.

        Interest income and other, net.    Interest income and other, net was $1.0 million for the three month period ended March 31, 2007, compared to $0.7 million for the same periods in the prior year.  Interest income and other, net consisted primarily of interest income and realized gains and losses on sales of marketable securities.  The year-over-year increase in interest income and other, net was primarily attributable to a higher average cash and marketable securities balance and higher interest rates.

        Income Taxes.    We use the asset and liability method of accounting for income taxes prescribed by SFAS No. 109, "Accounting for Income Taxes."  Income tax expense was $3.1 million for the three month period ended March 31, 2007 compared to an income tax benefit of $1.2 million for the same period in the prior year.  Our effective tax rate for the three month period ended March 31, 2007 is 36%, compared to (9)% in the prior year period.  Our effective tax rate differs from the statutory rate of 35% primarily as a function of state income taxes offset by benefits realized from research and development tax credits, the domestic manufacturing production deduction, and tax exempt interest.  In addition, in the 2006 period, our effective tax rate was impacted by the non-deductibility of the $9.9 million IPRD charge for tax purposes.

 
Liquidity and Capital Resources

        At March 31, 2007, we had $107.1 million of cash, cash equivalents and marketable securities and $212.2 million in working capital.  At December 31, 2006, we had $106.2 million of cash, cash equivalents and marketable securities and $200.4 million in working capital. 

        Typically during periods of revenue growth, changes in accounts receivable and inventories represent a use of cash as we incur costs and expend cash in advance of receiving cash from our customers.   Similarly, during periods of declining revenue, changes in accounts receivable and inventories represent a source of cash as inventory purchases decline and revenue from prior periods is collected.  However, for the three months ended March 31, 2007, as our revenues declined our change in inventories represented a use of cash. This was primarily due to increasing inventory related to new products, the slow down in the back-end of the inspection business and prior tool shipments awaiting acceptance. 

        Operating activities provided $0.9 million in cash and cash equivalents for the three month period ended March 31, 2007.  The net cash and cash equivalents provided by operating activities during the three month period ended March 31, 2007 was primarily a result of net income, adjusted to exclude the effect of non-cash charges, of $8.6 million and a decrease in accounts receivable of $2.2 million, partially offset by a decrease in deferred revenue of $4.0 million and an increase in inventories of $5.3 million.  The net cash and cash equivalents used for operating activities during the three month period ended March 31, 2006 of $5.1 million was primarily a result of an increase in account receivable of $8.6 million and an increase in inventories of $1.6 million, partially offset by the net loss, adjusted to exclude the effect of non-cash charges, of $3.7 million.

        Net cash and cash equivalents used for investing activities during the three month period ended March 31, 2007 of $18.6 million was due to purchases of marketable securities of $24.6 million, capital expenditures of $0.5 million and costs incurred for capitalized software of $0.4 million, offset by proceeds from sales of marketable securities of $6.8 million.  Net cash and cash equivalents  provided by investing activities during the three month period ended March 31, 2006 of $4.8 million was primarily due to proceeds from sales of marketable securities of $23.1 million, offset by purchases of marketable securities of $6.4 million, acquisition costs for the August Technology merger of $9.1 million net of cash acquired of $29.9 million, capital expenditures of $2.3 million and costs incurred for capitalized software of $0.5 million.

        Net cash and cash equivalents provided by financing activities for the three month periods ended March 31, 2007 of $0.8 million was due to proceeds received and tax benefit for sales of shares through share-based compensation plans.  Net cash and cash equivalents provided by financing activities for the three month period ended March 31, 2006 of $1.4 million was a result of proceeds received and tax benefit for sales of shares through share-based compensation plans.

        From time to time we evaluate whether to acquire new or complementary businesses, products and/or technologies.  We may fund all or a portion of the purchase price for these acquisitions in cash.  On February 15, 2006, we announced that our merger with August Technology Corporation had been completed.  Under the terms of the agreement, we paid an aggregate of $37.2 million in cash and issued an aggregate of 11.3 million shares of our common stock to former August Technology shareholders.

       Our future capital requirements will depend on many factors, including the timing and amount of our revenues and our investment decisions, which will affect our ability to generate additional cash.   We believe that our existing cash, cash equivalents and marketable securities will be sufficient to meet our anticipated cash requirements for working capital and capital expenditures for the foreseeable future.  Thereafter, if cash generated from operations and financing activities is insufficient to satisfy our working capital requirements, we may seek additional funding through bank borrowings, sales of securities or other means.  There can be no assurance that we will be able to raise any such capital on terms acceptable to us or at all.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

       We are exposed to changes in interest rates primarily from our investments in certain available-for-sale securities. Our available-for-sale securities consist primarily of fixed income investments (U.S. Treasury and Agency securities and corporate bonds). We continually monitor our exposure to changes in interest rates and credit ratings of issuers from our available-for-sale securities. It is possible that we are at risk if interest rates or credit ratings of issuers change in an unfavorable direction. The magnitude of any gain or loss will be a function of the difference between the fixed rate of the financial instrument and the market rate and our financial condition and results of operations could be materially affected. Based on sensitivity analysis performed on our financial investments held as of March 31, 2007, an immediate adverse change of 10% in interest rates (e.g. 3.00% to 3.30%) would result in a $0.1 million decrease in the fair value of our available for sale securities.

Foreign Currency Risk

        We have branch operations in Taiwan, Singapore, China and Korea and wholly-owned subsidiaries in Europe and Japan.  Our international subsidiaries and branches operate primarily using local functional currencies.  These foreign branches and subsidiaries are limited in their operations and level of investment so that the risk of currency fluctuations is not material. A substantial portion of our international sales are denominated in U.S. dollars and, as a result, we have relatively little exposure to foreign currency exchange risk with respect to these sales. Substantially all our sales in Japan are denominated in Japanese yen. From time to time, we may enter into forward exchange contracts to economically hedge a portion of, but not all, existing and anticipated foreign currency denominated transactions expected to occur within 12 months. The change in fair value of the forward contracts is recognized in the Consolidated Statements of Operations each reporting period. As of March 31, 2007, we had fourteen forward contracts outstanding with a total notional contract value of $4.7 million. We do not use derivative financial instruments for trading or speculative purposes.

        The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate, to allow for timely decisions regarding required disclosure. The disclosure controls and procedures are designed to provide reasonable assurance of achieving the desired control objectives. As of March 31, 2007, an evaluation was carried out under the supervision and with the participation of the Company's management, including the CEO and CFO. Based on this evaluation, the CEO and CFO have concluded that the Company's disclosure controls and procedures were effective at the reasonable assurance level.

        There have been no significant changes in the Company's internal controls over financial reporting during the Company's most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.

PART II    OTHER INFORMATION

Item 1.   Legal Proceedings

      A discussion regarding pending legal proceedings is included in Part 1, Item 3, "Legal Proceedings," included in our Annual Report on Form 10-K for the year ended December 31, 2006.

Item 1A.    Risk Factors

There are no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for the year 2006, except as set forth below:

Our largest customers account for a significant portion of our revenues, and our revenues and cash flows would significantly decline if one or more of these customers were to purchase significantly fewer of our systems or they delayed or cancelled a large order

        In 2004, 2005,  2006 and the three month ended March 31, 2007, sales to customers that individually represented at least five percent of our revenues accounted for, in the aggregate, 53.4%, 62.6%, 40.9% and 44.6% of our revenues.  In 2004, 2005, 2006 and the three month ended March 31, 2007, sales to Intel Corporation, a key customer, accounted for 23.2%, 20.3%, 14.0% and 12.3% of our revenues, respectively.  Sales to Samsung and Tokyo Electron Limited during the three months ended March 31, 2007 were 10.9% and 10.3% of revenues, respectively.  We operate in the highly concentrated, capital-intensive semiconductor device manufacturing industry. Historically, a significant portion of our revenues in each quarter and year has been derived from sales to relatively few customers, and this trend is expected to continue. If any of our key customers were to purchase significantly fewer of our systems in the future, or if a large order were delayed or cancelled, our revenues and cash flows would significantly decline. We expect that we will continue to depend on a small number of large customers for a significant portion of our revenues for at least the next several years. In addition, as large semiconductor device manufacturers seek to establish closer relationships with their suppliers, we expect that our customer base will become even more concentrated.

Our efforts to protect our intellectual property may be less effective in certain foreign countries, where intellectual property rights are not as well protected as in the United States

        In 2004, 2005, 2006 and the three months ended March 31, 2007, 69.1%, 77.5%, 70.6% and 82.2%, respectively, of our revenue was derived from sales in foreign countries, including certain countries in Asia, such as Taiwan, China, Korea, Singapore and Japan and certain Western European countries. The laws of some foreign countries do not protect our proprietary rights to as great an extent as do the laws of the United States, and many U.S. companies have encountered substantial problems in protecting their proprietary rights against infringement abroad. For example, Taiwan is not a signatory of the Patent Cooperation Treaty, which is designed to specify rules and methods for defending intellectual property internationally. The publication of a patent in Taiwan prior to the filing of a patent in Taiwan would invalidate the ability of a company to obtain a patent in Taiwan. Similarly, in contrast to the United States where the contents of patents remain confidential during the patent application process, in Taiwan the contents of a patent are published upon filing which provides competitors an advance view of the contents of a patent application prior to the establishment of patent rights. Consequently, there is a risk that Rudolph may be unable to adequately protect its proprietary rights in certain foreign countries. If this occurs, it would be easier for our competitors to develop and sell competing products in these countries.

Because we derive a significant portion of our revenues from sales in Asia, our sales and results of operations could be adversely affected by the instability of Asian economies

        Our sales to customers in Asian markets represented approximately 59.6%, 56.3%, 59.9% and 57.6% of our revenues in 2004, 2005, 2006 and the three months ended March 31, 2007, respectively. Countries in the Asia Pacific region, including Japan, Korea, China, Singapore and Taiwan, each of which accounted for a significant portion of our business in that region, have experienced currency, banking and equity market weaknesses in the past. We expect that political or economic instability in the Asian markets we service could adversely affect our results of operations and cash flows in future periods.

Our significant level of international sales subjects us to operational, financial and political risks, such as unexpected changes in regulatory requirements, tariffs, political and economic instability, outbreaks of hostilities, and difficulties in managing foreign sales representatives and foreign branch operations

        International sales accounted for approximately 69.1%, 77.5% , 70.6% and 82.2%, respectively, of our revenues in 2004, 2005, 2006 and the three months ended March 31, 2007. We anticipate that international sales will account for a significant portion of our revenue during at least the next five years. Due to the significant level of our international sales, we are subject to a number of material risks, including:

        Unexpected changes in regulatory requirements including tariffs and other market barriers. The semiconductor device industry is a high-visibility industry in many of the European and Asian countries in which we sell our products. Because the governments of these countries have provided extensive financial support to our semiconductor device manufacturing customers in these countries, we believe that our customers could be disproportionately affected by any trade embargoes, excise taxes or other restrictions imposed by their governments on trade with United States companies such as ourselves. Any restrictions of these types could result in a reduction in our sales to customers in these countries.

        Political and economic instability. We are subject to various global risks related to political and economic instabilities in countries in which we derive sales. If terrorist activities, armed conflict, civil or military unrest or political instability occurs outside of the U.S., these events may result in reduced demand for our products. There is considerable political instability in Taiwan related to its disputes with China and in South Korea related to its disputes with North Korea. In addition, several Asian countries, particularly Japan, have experienced significant economic instability. An outbreak of hostilities or other political upheaval in China, Taiwan or South Korea, or an economic downturn in Japan or other countries, would likely harm the operations of our customers in these countries. The effect of these types of events on our revenues and cash flows could be material because we derive substantial revenues from sales to semiconductor device foundries in Taiwan such as TSMC and UMC, from memory chip manufacturers in South Korea such as Hynix and Samsung, and from semiconductor device manufacturers in Japan such as NEC and Toshiba.

        Difficulties in staffing and managing foreign branch operations. During periods of tension between the governments of the United States and certain other countries, it is often difficult for United States companies such as ourselves to staff and manage operations in such countries.

Item 6.   Exhibits

        Exhibit No.      Description

2.1             Agreement and Plan of Merger, dated as of September 27, 2005, by and among the Registrant, NS
                  Merger Sub, Inc. and August Technology Corporation (incorporated by reference to
                  Exhibit 99.2 to the Company's Schedule 13D filed with the SEC on July 7, 2005).

2.2             Amendment No. 1, dated as of December 8, 2005, by and among the Registrant, NS Merger
                  Sub, Inc. and August Technology Corporation, to the Agreement and Plan of Merger, dated
                  as of September 27, 2005, by and among the Registrant, NS Merger Sub, Inc. and August
                  Technology Corporation (incorporated by reference to Exhibit 2.1 to the Registrant's
                  Current Report on Form 8-K filed with the SEC on December 9, 2005).

3.1              Restated Certificate of Incorporation of Registrant (incorporated herein by reference to
                   Exhibit (3.1(b)) to the Registrant's Registration Statement on Form S-1, as amended
                   (SEC File No. 333-86871 filed on September 9, 1999).

3.2              Amended and Restated Bylaws of Registrant (incorporated herein by reference to
                   Exhibit (3.2(b) to the Registrant's Registration Statement on Form S-1, as amended
                   (SEC File No. 333-86871), filed on September 9, 1999.

3.3              Amendment to Restated Bylaws of Registrant (incorporated by reference to Exhibit 3.1
                   to the Registrant's Current Report on Form 8-K filed with the Commission on
                   February 15, 2006, No. 000-27965).

4.1             Rights Agreement (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration
                  Statement on Form 8-A, filed with the Commission on June 28, 2005, No 000-27965).

                4.2             August Technology Corporation 1997 Stock Incentive Plan (incorporated by reference to
                  the Appendix to August Technology Corporation’s Proxy Statement for its 2004 Annual
                  Shareholders Meeting, filed with the Commission on March 11, 2004, No. 000-30637).

15               Letter re: Unaudited Interim Financial Information

31.1             Certification of Paul F. McLaughlin, Chief Executive Officer, pursuant to Securities Exchange
                    Act Rule 13a-14(a).

31.2             Certification of  Steven R. Roth, Chief Financial Officer, pursuant to Securities Exchange Act
                    Rule 13a-14(a).

32.1             Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002, signed by Paul F. McLaughlin, Chief Executive Officer
                    of Rudolph Technologies, Inc.

32.2             Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002, signed by Steven R. Roth, Chief Financial Officer of
                    Rudolph Technologies, Inc.

---

 

 

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

                                                                                                        Rudolph Technologies, Inc.

Date: May 10, 2007                                                                                     By:  /s/ Paul F. McLaughlin                                

                                                                                                                        Paul F. McLaughlin

                                                                                                                        Chairman and Chief Executive Officer

Date: May 10, 2007                                                                                      By:   /s/ Steven R. Roth                                     

                                                                                                                         Steven R. Roth

                                                                                                                         Senior Vice President, Chief Financial Officer

                                                                                                                         and Principal Accounting Officer

Date:  May 10, 2007

By:  /s/ Paul F. McLaughlin

Paul F. McLaughlin

Chairman and Chief Executive Officer

Date: May 10, 2007

By:  /s/ Steven R. Roth

Steven R. Roth

Senior Vice President, Chief Financial Officer

I, Paul F. McLaughlin, 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 Rudolph Technologies, Inc. on Form 10-Q for the quarter ended March 31, 2007 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 Rudolph Technologies, Inc.

 

A signed original of this written statement required by Section 906 has been provided to Rudolph Technologies, Inc. and will be retained by Rudolph Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

---

 

EXHIBIT 32.2

 

CERTIFICATION OF 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, Steven R. Roth, 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 Rudolph Technologies, Inc. on Form 10-Q for the quarter ended March 31, 2007 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 Rudolph Technologies, Inc.

 

  Date: May 10, 2007                                                                                   By:   /s/ Steven R. Roth                                     

                                                                                                                                    Steven R. Roth

                                                                                                                Senior Vice President, Chief Financial Officer

 

A signed original of this written statement required by Section 906 has been provided to Rudolph Technologies, Inc. and will be retained by Rudolph Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.