Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
JOHNSON ARDELLE R
   2. Issuer Name and Ticker or Trading Symbol
AUGUST TECHNOLOGY CORP [AUGT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Strategic Marketing
(Last)
(First)
(Middle)
4900 WEST 78TH STREET		 3. Date of Earliest Transaction (Month/Day/Year)
02/15/2006
(Street)

BLOOMINGTON, MN 55435		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 10.76 02/15/2006   D     45,000   (1) 08/18/2010 Common Stock 45,000 (1) 0 D  
Stock Option (right to buy) $ 18.45 02/15/2006   D     171   (2) 02/06/2014 Common Stock 171 (2) 0 D  
Stock Option (right to buy) $ 18.45 02/15/2006   D     2,844   (3) 02/06/2014 Common Stock 2,844 (3) 0 D  
Stock Option (right to buy) $ 10.36 02/15/2006   D     2,500   (4) 07/30/2014 Common Stock 2,500 (4) 0 D  
Stock Option (right to buy) $ 7.62 02/15/2006   D     414   (5) 10/22/2014 Common Stock 414 (5) 0 D  
Stock Option (right to buy) $ 7.62 02/15/2006   D     794   (6) 10/22/2014 Common Stock 794 (6) 0 D  
Stock Option (right to buy) $ 10.38 02/15/2006   D     10,000   (7) 12/30/2014 Common Stock 10,000 (7) 0 D  
Stock Option (right to buy) $ 12.1 02/15/2006   D     6,259   (8) 03/07/2015 Common Stock 6,259 (8) 0 D  
Stock Option (right to buy) $ 12.74 02/15/2006   D     377   (9) 07/21/2015 Common Stock 377 (9) 0 D  
Stock Option (right to buy) $ 11.29 02/15/2006   D     13,461   (10) 01/25/2016 Common Stock 13,461 $ 0 (10) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JOHNSON ARDELLE R
4900 WEST 78TH STREET
BLOOMINGTON, MN 55435		       VP, Strategic Marketing  

Signatures

 /s/ Robert K. Ranum as Attorney in Fact for Ardelle R. Johnson pursuant to Power of Attorney previously filed   02/16/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Pursuant to a merger agreement by and among the Issuer, Rudolph Technologies, Inc. ("Rudolph") and NS Merger Sub, Inc., a wholly-owned subsidiary of Rudolph (the "Merger"), the option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 34,312 shares of Rudolph common stock for $14.12 per share.
(2) The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 130 shares of Rudolph common stock for $24.20 per share.
(3) The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 2,168 shares of Rudolph common stock for $24.20 per share.
(4) The option, which provided for vesting in annual increments of 20% of the shares beginning July 30, 2004, was assumed by Rudolph in the Merger and replaced with an option to purchase 1,906 shares of Rudolph common stock for $13.59 per share with the same vesting terms.
(5) The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 315 shares of Rudolph common stock for $10.00 per share.
(6) The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 605 shares of Rudolph common stock for $10.00 per share.
(7) The option, which provided for vesting 34% of the shares on December 30, 2005 and 33% on December 30, 2006 and 2007, was assumed by Rudolph in the Merger and replaced with an option to purchase 7,625 shares of Rudolph common stock for $13.62 per share with the same vesting terms.
(8) The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 4,772 shares of Rudolph common stock for $15.87 per share.
(9) The option, which was fully vested, was assumed by Rudolph in the Merger and replaced with an option to purchase 287 shares of Rudolph common stock for $16.71 per share.
(10) The option, which provided for vesting in annual increments of 20% of the shares beginning January 25, 2006, was assumed by Rudolph in the Merger and replaced with an option to purchase 10,263 shares of Rudolph common stock for $14.81 per share with the same vesting terms.

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