EX-24 2 odell.htm
POWER OF ATTORNEY





 The undersigned hereby constitutes and appoints Robert K. Ranum and Diane

Heney, or either one of them acting alone, the undersigned's true and lawful

attorney-in-fact and agent with full power of substitution and resubstitution,

for the undersigned and in the undersigned's name, place and stead, in any and

all capacities, to sign any or all Forms 3, 4 or Form 5 relating to beneficial

ownership of securities of Rudolph Technologies, Inc. (the "Issuer"), to file

the same, with all exhibits thereto and other documents in connection

therewith, with the Securities and Exchange Commission and to deliver a copy of

the same to the Issuer, granting unto said attorney-in-fact and agent full

power and authority to do and perform each and every act and thing requisite

and necessary to be done in and about the premises, as fully to all intents and

purposes as the undersigned might or could do in person, hereby ratifying and

confirming all said attorney-in-fact and agent, or his substitute or

substitutes, may lawfully do or cause to be done by virtue thereof.  The

undersigned acknowledges that the foregoing attorney-in-fact, in serving in

such capacity at the request of the undersigned, is not assuming any of the

undersigned's responsibilities to comply with Section 16 of the Securities

Exchange Act of 1934.



 This Power of Attorney shall remain in effect until such time as the

undersigned is no longer subject to the provisions of Section 16 of the

Securities Exchange Act of 1934 with respect to securities of the Issuer.



 The undersigned hereby indemnifies the attorneys-in-fact for all losses

and costs the attorneys-in-fact may incur in connection with or arising from

the attorneys-in-fact's execution of their authorities granted hereunder.



 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to

be executed as of this 1st day March, 2006.







      /s/ Jeff L. O'Dell

      Jeff L. O'Dell