Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
JOHNSON ARDELLE R
  2. Issuer Name and Ticker or Trading Symbol
RUDOLPH TECHNOLOGIES INC [RTEC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Corporate Marketing
(Last)
(First)
(Middle)
C/O RUDOLPH TECHNOLOGIES, INC., ONE RUDOLPH ROAD, PO BOX 1000
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2006
(Street)

FLANDERS, NJ 07836
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy) $ 10 02/15/2006   A   315     (1) 10/22/2014 Common Stock 315 $ 0 315 D  
Incentive Stock Option (right to buy) $ 14.12 02/15/2006   A   20,763     (2) 08/18/2010 Common Stock 20,763 $ 0 20,763 D  
Incentive Stock Option (right to buy) $ 14.81 02/15/2006   A   212     (3) 01/25/2016 Common Stock 212 $ 0 212 D  
Incentive Stock Option (right to buy) $ 24.2 02/15/2006   A   130     (4) 02/06/2014 Common Stock 130 $ 0 130 D  
Non-Qualified Stock Option (right to buy) $ 10 02/15/2006   A   605     (5) 10/22/2014 Common Stock 605 $ 0 605 D  
Non-Qualified Stock Option (right to buy) $ 13.59 02/15/2006   A   1,906     (6) 07/30/2014 Common Stock 1,906 $ 0 1,906 D  
Non-Qualified Stock Option (right to buy) $ 13.62 02/15/2006   A   7,625     (7) 12/30/2014 Common Stock 7,625 $ 0 7,625 D  
Non-Qualified Stock Option (right to buy) $ 14.12 02/15/2006   A   13,549     (2) 08/18/2010 Common Stock 13,549 $ 0 13,549 D  
Non-Qualified Stock Option (right to buy) $ 14.81 02/15/2006   A   10,051     (3) 01/25/2016 Common Stock 10,051 $ 0 10,051 D  
Non-Qualified Stock Option (right to buy) $ 15.87 02/15/2006   A   4,772     (8) 03/07/2015 Common Stock 4,772 $ 0 4,772 D  
Non-Qualified Stock Option (right to buy) $ 16.71 02/15/2006   A   287     (9) 07/21/2015 Common Stock 287 $ 0 287 D  
Non-Qualified Stock Option (right to buy) $ 24.2 02/15/2006   A   2,168     (10) 02/06/2014 Common Stock 2,168 $ 0 2,168 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JOHNSON ARDELLE R
C/O RUDOLPH TECHNOLOGIES, INC.
ONE RUDOLPH ROAD, PO BOX 1000
FLANDERS, NJ 07836
      VP, Corporate Marketing  

Signatures

 By: /s/ Robert A. Koch For: Ardelle R. Johnson   02/17/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The option to purchase 414 shares of August common stock for $7.62 per share, initially granted by August on October 22, 2004, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
(2) Pursuant to a merger agreement by and among the August Technology Corporation ("August"), Rudolph Technologies, Inc. ("Rudolph") and NS Merger Sub, Inc., a wholly-owned subsidiary of Rudolph (the "Merger"), the option to purchase 45,000 shares of August common stock for $10.76 per share, initially granted by August on August 18, 2003, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested options.
(3) The option to purchase 13,461 shares of August common stock for $11.29 per share, initially granted by August on January 25, 2006, which provided for vesting in annual increments of 20% of the shares beginning January 25, 2006, was assumed by Rudolph in the Merger and replaced with the referenced options with the same vesting terms.
(4) The option to purchase 171 shares of August common stock for $18.45 per share, initially granted by August on February 6, 2004, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
(5) The option to purchase 794 shares of August common stock for $7.62 per share, initially granted by August on October 22, 2004, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
(6) The option to purchase 2,500 shares of August common stock for $10.36 per share, initially granted by August on July 30, 2004, which provided for vesting in annual increments of 20% of the shares beginning July 30, 2004, was assumed by Rudolph in the Merger and replaced with the referenced option with the same vesting terms.
(7) The option to purchase 10,000 shares of August common stock for $10.38 per share, initially granted by August on December 30, 2004, which provided for vesting 34% of the shares on December 30, 2005 and 33% on December 30, 2006 and 2007, was assumed by Rudolph in the Merger and replaced with the referenced option with the same vesting terms.
(8) The option to purchase 6,259 shares of August common stock for $12.10 per share, initially granted by August on March 7, 2005, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
(9) The option to purchase 377 shares of August common stock for $12.74 per share, initially granted by August on July 21, 2005, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.
(10) The option to purchase 2,844 shares of August common stock for $18.45 per share, initially granted by August on February 6, 2004, which was fully vested, was assumed by Rudolph in the Merger and replaced with the referenced fully vested option.

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