EXHIBIT 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS

        We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 31, 2002 relating to the
financial statements of KLA-Tencor Corporation, which appears in KLA-Tencor
Corporation's Annual Report on Form 10-K for the year ended June 30, 2002. We
also consent to the incorporation by reference of our report dated July 31, 2002
relating to the financial statement schedule, which appears in such Annual
Report on Form 10-K.

/s/  PricewaterhouseCoopers

San Jose, California
September 27, 2002