SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                   FORM 10-C
 
                REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM
 
                  Filed pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934 and Rule 13a-17
                              or 15d-17 thereunder
 
                          KLA Instruments Corporation
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                 (EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER)
 
                    160 Rio Robles, San Jose, CA 95161-9055
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                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
Issuer's telephone number, including area code (408) 434-4200
 
                   I.  CHANGE IN NUMBER OF SHARES OUTSTANDING
 
     Indicate any change (increase or decrease) of five percent or more in the
number of shares outstanding:
 
          1.  Title of security  Common Stock
 
          2.  Number of shares outstanding before the change  20,002,013
 
          3.  Number of shares outstanding after the change  22,302,013
 
          4.  Effective date of change  January 26, 1994
 
          5.  Method of change: Specify method (such as merger, acquisition,
     exchange, distribution, stock split, reverse split, acquisition of stock
     for treasury, etc.)  Public Offering
 
     Give brief description of transaction  On January 26, 1994, KLA Instruments
Corporation ("KLA") commenced an underwritten public offering of its Common
Stock. Pursuant to the offering, KLA issued an aggregate of 2,300,000 shares of
Common Stock.
 
Date: February 1, 1994
                                            /s/ Paul E. Kreutz
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                                            Paul E. Kreutz, Secretary