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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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                                  FORM 10-Q/A

                               (Amendment No. 1)

(Mark One)

[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934

  For the quarterly period ended: June 30, 2000

                                      OR

[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
   EXCHANGE ACT OF 1934

  For the transition period from       to

                         Commission File No. 000-27965

                          RUDOLPH TECHNOLOGIES, INC.
            (Exact name of registrant as specified in its charter)

                                              
                     DELAWARE                                      22-3531208
         (State or Other Jurisdiction of                        (I.R.S. Employer
          Incorporation or Organization)                     Identification Number)



                               One Rudolph Road
                          Flanders, New Jersey 07836
                   (Address of Principal Executive Offices)
                                  (Zip Code)

                                (973) 691-1300
               Registrants telephone number, including area code

   Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                                Yes [X] No [_]

   The number of outstanding shares of the Registrant's Common Stock on July
25, 2000 was 14,795,272.

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EXPLANATORY NOTE

         This Form 10-Q/A is being filed by Rudolph Technologies, Inc., a
Delaware corporation, as an amendment to its Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2000 to add Part II - Item 4, thereto.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         We held our Annual Meeting of Stockholders on May 26, 2000. Out of
14,684,706,shares of Common Stock entitled to vote at such meeting, there were
present in person or by proxy 13,233,060 shares. At the Annual Meeting, the
stockholders of Rudolph Technologies, Inc. approved the following matters:

(a) The elections of Paul Craig, Paul F. McLaughlin and Carl E. Ring, Jr. as
directors of Rudolph Technologies, Inc. for the ensuing year and until their
successors are elected, The vote for the nominated directors was as follows:

    Paul Craig, 13,219,940 votes cast for and 13,120 votes withheld;
                 ----------                    ------
    Paul F. McLaughlin, 13,219,940 votes cast for and 13,120 votes withheld;
                        ----------                    ------
    Carl E. Ring, Jr., 13,219,940 votes cast for and 13,120 votes withheld
                       ----------                    ------

(b) The ratification of the appointment of PricewaterhouseCoopers LLP as
independent public auditors of the Company for the fiscal year ending December
31, 2000.  13,230,073 votes were cast for and 792 votes were cast against with
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2,195 votes abstaining
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                                   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.

                                                  /s/ Paul F. McLaughlin
Date:  August 15, 2000                    By: _________________________________
                                                    Paul F. McLaughlin
                                               Chairman and Chief Executive
                                                          Officer

                                                    /s/ Steven R. Roth
Date:  August 15, 2000                    By: _________________________________
                                                      Steven R. Roth
                                              Vice President, Chief Financial
                                                          Officer

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