FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
SCHROEDER KENNETH L
 2. Issuer Name and Ticker 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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
06/30/2004
(Street)


SAN JOSE, CA 95130		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 06/30/2004   J(1) 500 A $ 31.756 161,938 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(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
79,272
  79,272
D
 
Non-Qualified Stock Option (right to buy) $ 16.97           10/23/1999 10/23/2008 Common Stock
220,728
  220,728
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) $ 45.16           10/27/2004 04/26/2014 Common Stock
37,500
  37,500
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
 
Non-Qualified Stock Option (right to buy) $ 58.10           10/27/2006 01/27/2014 Common Stock
30,000
  30,000
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 08/12/2004
**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) Voluntary reporting of ESPP shares Purchased on 6/30/2004.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.