Mail Stop 6010

                                                January 12, 2006


Paul F. McLaughlin
Chairman and Chief Executive Officer
Rudolph Technologies, Inc.
One Rudolph Road
Flanders, New Jersey 07836

Re:	Rudolph Technologies, Inc.
	Amendment No. 3 to Joint Proxy Statement/Prospectus on Form
S-4
      Filed January 6, 2006
	File No. 333-127371

Dear Mr. McLaughlin:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your filings in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Conditions to obligations of Complete the Merger, page 132

1. We note the disclosure in response to comment 6.  We also that
your disclosure in response to comment 7 differs from the second
paragraph in response 20 in your counsel`s letter to us dated
December 29, 2005.  Please be aware that events in addition to
those
that you disclose might require resolicitation.

Exhibits

2. Given your revisions to your tax disclosure, please file
updated
Exhibit 8 opinions.

3. We note your response to comment 10.  If the agreement contains
a
material provision, such as the standstill provision, quoting the
substance of that provision in your prospectus does not eliminate
your obligation to file the agreement as an exhibit.  As such, we
continue to seek an analysis that demonstrates with sufficient
detail
how you concluded that the confidentiality agreement entered into
between Rudolph and August is immaterial given the circumstances
of
your transaction.

Exhibit 5.2

4. Please file via EDGAR an unconditional opinion regarding the
rights.  For example, the opinion should not assume legal
conclusions
that are a necessary requirement of the ultimate opinion such as
the
numerous assumptions on pages 2 and 7 of the opinion you provided
us.
Also, the opinion should not imply that investors are not entitled
to
rely on the opinion and should not refer to a Securities Act
registration statement on Form S-4 as a registration statement
filed
under the Exchange Act.

* * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Tim Buchmiller at (202) 551-3635 or me at
(202)
551-3617 with questions regarding our comments.

            Sincerely,



            Russell Mancuso
            Branch Chief


cc:	David M. Schwartzbaum, Esq. (via fax)
	Thomas R. King, Esq. (via fax)
	Robert K. Ranum, Esq. (via fax)
??

??

??

??

Paul F. McLaughlin
Rudolph Technologies, Inc.
January 12, 2006
Page 3