Filed Pursuant to Rule 424(b)(3)

Registration No. 333-149704

 
PROSPECTUS
SUPPLEMENT

To
Prospectus dated April 21, 2008
  



1,307,341 Shares

Rudolph Technologies, Inc.

Common Stock
 

This prospectus supplement relates
to resales by selling stockholders of up to 1,307,341 shares of our common
stock. This prospectus supplement must be read in conjunction with our
Prospectus dated April 21, 2008 (the "Prospectus").  

INVESTING IN
OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. PLEASE CONSIDER THE "RISK
FACTORS" BEGINNING ON PAGE 4 OF THE PROSPECTUS.

NEITHER THE SECURITIES AND
EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus
supplement is June 6, 2008
 

SELLING STOCKHOLDERS
            The information
in the table appearing in the Prospectus under the heading "Selling Stockholder"
is superseded by the information appearing in the following table based on
information provided to us by the selling stockholder as of May 23, 2008.


           
The following table sets forth the name of each of the selling stockholders, the
number of shares of common stock beneficially owned by each of the selling
stockholders immediately prior to the date of this prospectus, and the total
number of shares that may be offered pursuant to this prospectus. The table also
provides information regarding the beneficial ownership of our common stock by
each of the selling stockholders as adjusted to reflect the assumed sale of all
of the shares offered under this prospectus. Percentage of beneficial ownership
is based on 30,587,060 shares of our common stock outstanding as of May 26,
2008. The selling stockholders may offer the shares for sale from time to time
in whole or in part. Except where otherwise noted, the selling stockholders
named in the following table have, to our knowledge, sole voting and investment
power with respect to the shares beneficially owned by them.

	
		
		

		 
		
		

		 
		

		 
		

		Beneficial Ownership Before
		Offering
		
		

		Number of Shares Offered
		Hereby
		
		

		 
		

		 
		

		Beneficial Ownership After
		Offering
	
	
		
		

		Selling Stockholders
		
		

		Number of Shares Owned
		
		

		Percent
		
		

		 
		
		

		Number of Shares Owned
		
		

		Percent
	
	
		
		
AP Stock Company
		
		

		641,852
		
		

		2.1%
		
		

		641,852
		
		

		0
		
		

		-
	
	
		
		
Riverside Fund II, L.P.
		(1)
		
		

		552,667
		
		

		1.8%
		
		

		552,667
		
		

		0
		
		

		-
	
	
		
		
Landmark Co-Investment Partners IX,
		L.P.
		
		

		82,336
		
		

		*
		
		

		82,336
		
		

		0
		
		

		-
	
	
		
		
DRW Venture Partners LP
		
		

		22,126
		
		

		*
		
		

		22,126
		
		

		0
		
		

		-
	
	
		
		
Lund Engineering, Inc.
		
		

		1,899
		
		

		*
		
		

		1,899
		
		

		0
		
		

		-
	
	
		
		
Joseph J. Victor, Sr.
		
		

		1,871
		
		

		*
		
		

		1,871
		
		

		0
		
		

		-
	
	
		
		
Joseph J. Victor, Jr.
		
		

		1,399
		
		

		*
		
		

		1,399
		
		

		0
		
		

		-
	
	
		
		
Philip P. Gutry
		
		

		692
		
		

		*
		
		

		692
		
		

		0
		
		

		-
	
	
		
		
Philip S. Curatilo
		
		

		681
		
		

		*
		
		

		681
		
		

		0
		
		

		-
	
	
		
		
Diane M. Huff
		
		

		192
		
		

		*
		
		

		192
		
		

		0
		
		

		-
	
	
		
		
Amy S. Wagner
		
		

		857
		
		

		*
		
		

		857
		
		

		0
		
		

		-
	
	
		
		
Ryan Sacco
		
		

		769
		
		

		*
		
		

		769
		
		

		0
		
		

		-
	
	

	
		
		
  
		
		
 
		
		
 
		
		
 
		
		
 
		
		
 
		
		
 
		
		
 
		
		
 
		
		
 
		
		
 
		
		
 
	

___________
* Less than
1%
(1) Daniel H.
Berry, a Director of the Company, is an Operating Partner of Riverside Partners,
LLC, an affiliate of Riverside Fund II, L.P. From July 2004 to August 2007, Mr.
Berry also served as Executive Vice President of Applied Precision, LLC. Paul
Craig, a Director of the Company, is President of Riverside Partners, Inc., an
affiliate of Riverside Fund II, L.P.