23.4独立会计师同意我们hereby consent to the incorporation by reference in the Joint Proxy Statement/Prospectus on Form S-4 of our report dated February 7, 1997 which appears on page 36 of Tencor Instrument's Annual Report on Form 10-K for the year ended December 31, 1996. We also consent to the reference to us under the heading "Experts" in such Joint Proxy Statement/Prospectus. /s/ PRICE WATERHOUSE LLP San Jose, California March 6, 1997