On January 27, 2009, the Board of Directors of Rudolph Technologies Inc., (the "Company") approved an amendment to Section 2.10 of the Company's Amended and Restated Bylaws (the "Bylaws") effective immediately. Section 2.10 of the Bylaws, as amended, provides for election of directors by a majority of the votes cast for each director in uncontested elections. Previously, directors were elected by plurality of the vote.

The foregoing summary of the amendment to the Bylaws is qualified in its entirely by reference to the text of the New Section 2.10 to the Company's Bylaws, as amended and restated on January 27, 2009, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

(d) Exhibits

Exhibit No.   Description
3.1           Text of new Section 2.10 to the Company's Amended and Restated
              Bylaws as included in the Amended and Restated Bylaws by
              amendment dated January 27, 2009.