SecProbe.io

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Mail Stop 6010

September 6, 2005

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

Re:	Rudolph Technologies, Inc.
	Joint Proxy Statement/Prospectus on Form S-4
      Filed August 10, 2005
	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.

Outside Front Cover Page of Joint Proxy Statement/Prospectus

1. In the forepart of your prospectus, please highlight the
trading
price of August`s and Rudolph`s common stock as of June 27, 2005
and
as of a recent practical date.  Clearly compare this information
with
the pro forma equivalent value per share (assuming application of
the
0.7625 exchange ratio) of August`s common stock as of June 27,
2005
and as of a recent practicable date.  Also disclose the implied
value
of the total consideration to be paid for August based on the
closing
price of Rudolph`s common stock as of June 27, 2005 and as of a
recent practical date.

2. Please indicate the minimum and maximum number of shares of
Rudolph common stock that may be issued in connection with the
merger
on the cover page of the joint proxy statement/prospectus.

3. We note your disclosure that the merger agreement requires that
the total consideration to be paid by Rudolph in the merger
includes
a minimum of $37.2 million and up to a maximum of $60 million of
cash.  We also that as of June 30, 2005 Rudolph had approximately
$26,396,000 in cash and cash equivalents.  In an appropriate place
in
the joint proxy statement/prospectus, please disclose how Rudolph
will fund its minimum and maximum cash obligations with respect to
the merger consideration.

What do I need to do to make an election, page 7

4. Provide us your analysis of the applicability of the tender
offer
rules to the cash election.

5. We may have further comment after you file the election form,
letter of transmittal and instructions.

How will August Technology stock options..., page 9

6. Briefly clarify which "certain" stock options will be
accelerated.
If affiliates of either company will receive a benefit from this
selected acceleration or other aspects of the merger, please
quantify
the aggregate benefit for each affiliate in the forepart of your
document.  Also, with a view toward disclosure, please tell us the
amount of each benefit that each affiliate would have received
under
the abandoned Nanometrics transaction.

What are the United States federal income tax consequences...,
page 9

7. You should unequivocally state what the tax consequences will
be,
not what you expect them to be (page 9) or what they "should" or
"could" be (page 102).  Also, the disclosure and the tax opinion
you
file as an exhibit should not assume legal conclusions that
underlie
the tax opinion, like you do by your disclosure "if the merger
qualifies as a reorganization..."  If doubt exists, you should
explain the reasons for the doubt, the degree of uncertainty and
the
possible outcomes and provide appropriate risk factors.

8. Please revise the last sentence to remove any implication that
your disclosure does not include all material federal income tax
consequences.  Expand your disclosure so that the statement in the
revised sentence is true.

Merger Consideration, page 15

9. Clarify how you determined the stock fraction in footnotes 2
and 3
on page 16.

Rudolph Proposal No. 1 and August Technology Proposal No. 1 - The
Merger, page 63

10. We note the structure of the proposed merger consideration.
In
appropriate location in your joint proxy statement/prospectus,
please
explain the business purposes of this structure.

Background of the Merger, page 63

11. We note your disclosure in the last paragraph of page 64 that
KLA
was not among the six potential strategic business combination
partners considered because any combination with KLA would be an
acquisition rather than a strategic combination.
* Please disclose why August`s Board considered a strategic
combination to be in the best of August`s shareholders as compared
to
an acquisition.
* Clarify how the agreements you executed differ from an
acquisition
and how you knew that a KLA transaction would be an acquisition.

12. Please disclose, in the first full paragraph on page 65, the
price proposed by August to KLA.  Please also indicate any reasons
offered by KLA as to why it was offering less than half of that
original price and August`s views, if any, of those reasons.
Please
disclose the price per share at which August`s shares of common
stock
were trading at or around the time of these events.

13. We note your disclosure at the top of page 68 that Rudolph
purchased 100 shares of August`s common stock.  Please disclose
the
price, seller and business purposes for this transaction.

14. Please describe for investors not familiar with a "hostile
takeover strategy" what is meant by that term and clarify why
August`s Board perceived that it would not be in the best
interests
of the August shareholders if KLA implemented such a strategy.

15. We note generally from the discussion that after August
conducted
further due diligence on Rudolph that it came to believe, contrary
to
its earlier assumptions, that the combination of the two companies
would be more complementary and would provide greater synergies
and
savings as compared to August`s initial assessment.  We also note
August`s disclosure under the caption "Analysis of Rudolph Offer"
on
page 86 of the joint proxy statement/prospectus included in the
amended registration statement filed by Nanometrics on June 8,
2005
that the projected equity value per share of the Rudolph proposal
was
less than that project equity value per share of the Nanometrics
proposal.  Please revise your disclosure to provide a more
detailed
discussion and identification of the assumptions underlying the
initial analysis of the Rudolph offer, how those assumptions
changed,
how those assumptions affected August`s assessment of the
synergies
and savings that could be achieved by a business combination with
Rudolph, how those synergies and savings compared with those
identified in the initial analysis of Rudolph`s offer, and how the
projected equity value of that initial analysis of the Rudolph
offer
compares to August`s current view of the projected equity value
per
share of the combined company`s stock.  Also disclose how the
second
valuation of the combination with Rudolph compared to the
valuation
of the transaction agreed to with Nanometrics and of the
transaction
currently proposed by KLA.

16. Disclose the recommendation that the August board made to its
shareholders included in the March 28, 2005 S-4.

17. Describe the "increased risks that the transaction would not
receive shareholder approval" mentioned in your discussion of the
April 12, 2005 meeting on page 70.

18. Please provide more specific disclosure about your April 14-15
discovery that the two companies were more complementary than
conflicting and overlapping.  Disclose what August previously
believed to be conflicting and overlapping and clarify how it
discovered these factors to be complementary.

19. We note your references throughout your discussion to the
potential for synergies and cost savings from the proposed merger.
Please expand your discussion to describe in greater detail these
synergies and savings, and quantify the various synergies and
savings
to the extent practicable.  In addition, please disclose the
assumptions upon which the synergies are based in a manner that
will
provide investors a framework for analysis of the synergies.

20. Please expand your discussion of the April 22 meeting to
clarify
what factors prevented reaching agreement on the concept of a COO.
Also clarify what you mean by "lack of process on integration
planning" to identify the significant issues that caused concern.
With a view toward disclosure, tell us why a break-up fee was due
given these issues.

21. Disclose the basis for the belief of "greater long-term value
than either the Nanometrics merger or remaining independent"
mentioned on page 73.

22. Throughout this section where your discuss the reasons
supporting
a board`s action, like on page 73, balance your disclosure with
equally prominent and complete discussion of countervailing
factors.

23. We note your disclosure that August desired KLA to enter into
a
confidentiality agreement which would contain provisions that
would
limit KLA`s ability to make a proposal directly to August`s board
or
its shareholders and be substantially similar to the provisions
contained in the confidentiality agreement entered into with each
of
Nanometrics and Rudolph.  Please disclose why those provisions
were
included in the confidentiality agreements with Nanometrics and
Rudolph.  For example, who proposed those provisions and why were
they proposed, what were the business reasons for proposing and
accepting those provisions?

24. Please disclose the reasons why Rudolph determined it was
necessary to implement a shareholder rights plan.

25. You refer to reports or opinions of outside parties throughout
this section, like the advice of the financial advisor in the
penultimate paragraph on page 65 and in the second paragraph on
page
68.  Please provide all disclosure required by Item 4(b) of Form
S-4
for each of those reports or opinions.

Joint Reasons for the Merger, page 77

26. Please clearly explain to investors who may not work in your
industry how the technologies are complementary as mentioned in
the
second bullet point.

27. Expand the fourth bullet point to explain which company adds a
presence in Japan.

Recommendation of August Technology`s Board of Directors..., page
78

28. Based on the second bullet list beginning on page 79, it
appears
that the board conducted quantitative analyses in addition to
those
provided by the financial advisor.  Summarize those quantitative
analyses.  Likewise, summarize the additional quantitative
analyses
conducted by the Rudolph board.

Opinion of Rudolph`s Financial Advisor, page 83

29. Please provide us with copies of any materials prepared by
Piper
Jaffray in connection with its fairness opinion, including, among
other things, any "board books," drafts of fairness opinions
provided
to Rudolph`s board, and any summaries of presentations made to
Rudolph`s board.  We may have further comments once we have had
the
opportunity to review the requested materials.

30. Please provide us with the internal financial projections with
respect to August and Rudolph used by Piper Jaffray in preparing
their analyses.  We may have further comment.

31. Please revise to quantify the amount of the fees and any
expense
reimbursements or other payments previously made or to be made to
Piper Jaffray in connection with its fairness opinion or any other
financial advisory services provided to Rudolph.  In addition,
please
indicate the portion of those fees that is contingent upon
consummation of the proposed merger.

Opinion of August Technology`s Financial Advisor, page 89

32. Please provide us with copies of any materials prepared by
Needham & Company in connection with its fairness opinion,
including,
among other things, any "board books," drafts of fairness opinions
provided to the August board, and any summaries of presentations
made
to the August board.  We may have further comments once we have
had
the opportunity to review the requested materials.

33. Please provide us with the financial forecasts with respect to
August and Rudolph used by Needham & Company in preparing their
analyses.  We may have further comment.

34. We note the closing prices for August`s common stock on the
Nasdaq National Market on June 27, 2005.  Please revise to
indicate
what consideration, if any, Needham & Company gave to the apparent
discount to market price represented by the merger consideration.

35. Please revise to quantify the amount of the fees and any
expense
reimbursements or other payments previously made or to be made to
Needham & Company in connection with its fairness opinion or any
other financial advisory services provided to August.  In
addition,
please indicate the portion of those fees that is contingent upon
consummation of the merger.

36. Identify and discuss the reasons for any materially different
advice or materially different analyses that the financial advisor
provided in connection with the Nanometrics transaction.  For
example, we note the differences in comparable companies and
transactions.

Interests of August Technology Directors and Executive Officers in
the Merger, page 96

37. Disclose the differences between existing compensation
arrangements of affiliates and the arrangements after the merger.

38. Disclose the date you entered into the most recent version of
the
severance arrangements.

Regulatory Matters Relating to the Merger, page 103

39. We note your disclosure that the transaction may be subject to
regulatory review by foreign authorities.  With a view toward
disclosure, please tell us the reason for this uncertainty and how
it
could affect the timing of the transaction and the period between
which shareholders make their cash election and receive their
proceeds.

Litigation Related to the Merger, page 105

40. Please provide us a copy of the complaint.

The Merger Agreement, page 106

Scenario 2, page 109

41. Please clarify how you calculated the cash in lieu of the
fractional share in the example.

Election Deadline, page 112

42. Please disclose the time period anticipated between the votes
at
the special meetings, the election deadline and the closing.

43. Please indicate how the August shareholders will know the date
of
the election deadline and how they will be informed of any
extensions
of that deadline.

Representations and Warranties, page 114

44. We note your statement in the first paragraph on page 116 that
the description of the representations and warranties "is not
intended to provide any other factual information about Rudolph or
August Technology."  Please revise to remove any potential
implication that the referenced disclosure does not constitute
public
disclosure under the federal securities laws.

45. Please be advised that, notwithstanding the inclusion of a
general disclaimer, you are responsible for considering whether
additional specific disclosures of material information regarding
material contractual provisions are required to make the
statements
included in the joint proxy statement/prospectus not misleading.
Include disclosure acknowledging that, if specific material facts
exist that contradict the representations or warranties in the
merger
agreement, you have provided corrective disclosure.

Conditions to Obligations to Complete the Merger, page 124

46. We note that specified conditions to the closing of the merger
may be waived.  Revise to disclose how you will notify the
shareholders and stockholders of the respective companies of any
waiver or amendment prior to the respective meetings.  Plea