FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.SeeInstruction 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 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*
SCHROEDER KENNETH L
2. Issuer NameandTicker or Trading Symbol
KLA TENCOR CORP [KLAC]		 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
C/O KLA-TENCOR CORPORATION, 160 RIO ROBLES		 3. Date of Earliest Transaction (Month/Day/Year)
12/16/2003
(街)

SAN JOSE, CA 95130		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(检查适用行)
_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
Common Stock 12/16/2003 S(1) 50,000 D $ 55.08(1) 161,230 D

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
Non-Qualified Stock Option (right to buy) $ 10.63 08/31/1999 08/31/2008 Common Stock 129,272 129,272 D
Non-Qualified Stock Option (right to buy) $ 16.97 10/23/1999 10/23/2008 Common Stock 220728年 220728年 D
Non-Qualified Stock Option (right to buy) $ 26.25 11/10/2001 11/10/2010 Common Stock 37,900 37,900 D
Non-Qualified Stock Option (right to buy) $ 29.31 10/02/2002 10/02/2011 Common Stock 341,100 341,100 D
Non-Qualified Stock Option (right to buy) $ 32.75 04/04/2002 04/04/2011 Common Stock 37,900 37,900 D
Non-Qualified Stock Option (right to buy) $ 33.75 10/27/2000 10/27/2009 Common Stock 150,000 150,000 D
Non-Qualified Stock Option (right to buy) $ 34.67 11/08/2003 01/28/2013 Common Stock 62,900 62,900 D
Non-Qualified Stock Option (right to buy) $ 37.05 11/08/2003 11/08/2012 Common Stock 31,450 31,450 D
Non-Qualified Stock Option (right to buy) $ 44.6875 08/13/2000 08/13/2010 Common Stock 75,800 75,800 D
Non-Qualified Stock Option (right to buy) $ 51.229 11/08/2003 07/30/2013 Common Stock 31,450 31,450 D
Non-Qualified Stock Option (right to buy) $ 53.86 10/27/2004 10/27/2013 Common Stock 60,000 60,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SCHROEDER KENNETH L
C/O KLA-TENCOR CORPORATION
160 RIO ROBLES
SAN JOSE, CA 95130		 X Chief Executive Officer

Signatures

By: Stuart J. Nichols For: Kenneth L. Schroeder 12/17/2003
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person,seeInstruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.See18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The reporting person contributed KLAC common stock to an exchange fund in exchange for shares of the exchange fund. The KLAC common stock was valued at $55.08 per share for the purpose of determining the number of shares of the exchange fund issuable to the reporting person.

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