RUDOLPH TECHNOLOGIES INC
10-Q/A, 2000-05-22
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL
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                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                  FORM 10-Q/A

(Mark One)

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

For the quarterly period ended: March 31, 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                                         22-1628009
     (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
April 27, 2000 was 14,684,706.
<PAGE>

                                  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
                                  By:  ____________________________________
                                           Paul F. McLaughlin
                                       Chairman and Chief Executive Officer

                                       /s/ Steven R. Roth
                                  By:  ____________________________________
                                           Steven R. Roth
                                       Vice President, Chief Financial Officer

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