KLA INSTRUMENTS AND
                          TENCOR INSTRUMENTS TO MERGE

          Merger to Create Global Leader in Yield Management Solutions


San Jose, Calif. And Milpitas, Calif. - January 14, 1997 - KLA Instruments
Corporation (NASDAQ:KLAC) and Tencor Instruments (NASDAQ:TNCR) jointly
announced today a definitive merger agreement to create a combined company
providing the most comprehensive measurement and analysis systems for yield
management available to the semiconductor industry.

Under the terms of the merger agreement, shares and options for KLA Instruments
common stock will be exchanged for all outstanding shares and options of Tencor
Instruments on the basis of one share of KLA Instruments for each share of
Tencor Instruments.  The transaction will be accounted for as pooling of
interests and structured to qualify as a tax-free reorganization.  The
transaction is conditioned on obtaining both companies' shareholder approval,
regulatory clearance and other customary closing conditions.  It is expected to
close during the June 30, 1997 quarter.

The new company, KLA-Tencor, will combine complementary product lines to create
a full line supplier with best-of-class yield management products and services
for semiconductor manufacturers worldwide.  The agreement, which was
unanimously approved by the board of directors of each company, will create a
combined company employing over 3,900 people worldwide with combined revenues
in excess of $1 billion.

"We believe our customers will benefit from this merger because we will be able
to provide a complete set of integrated yield management solutions," said Ken
Levy, KLA's chairman and chief executive officer.  "In addition, our combined
investments in future products will provide customers with the continued flow
of cost effective solutions needed to meet the fast-paced demands of this
industry."

"The industry's current emphasis on enhancing yield management make it very
timely for Tencor and KLA to join forces," said Jon D. Tompkins, Tencor's
chairman, president and chief executive officer. "As a single company, the
combined KLA and Tencor will be significantly stronger and more efficient in
developing and delivering a broader range of yield management solutions to
customers worldwide."

Kenneth Levy, currently chairman and CEO of KLA Instruments, will be chairman
of the board of directors of KLA-Tencor and Jon D. Tompkins, currently
chairman, president and CEO of Tencor Instruments, will be the CEO of the new
corporation.  Kenneth L. Schroeder, currently president and chief operating
officer of KLA Instruments, will retain the same positions in the new company.
The board of directors of the combined company will consist of the seven
current KLA Instruments directors, including Mr. Levy and Mr. Schroeder, and
five of the current Tencor Instruments directors, including Mr. Tompkins.

KLA Instruments is the world's leading manufacturer of yield management and
process control systems for the semiconductor industry.  KLA is a publicly held
corporation, traded on the NASDAQ National Market under the symbol "KLAC."

Tencor Instruments, founded in 1976, is a recognized leader in the design and
manufacture of innovative wafer defect inspection, software-based yield
management, film measurement and metrology systems used in semiconductor
manufacturing and related industries.  More than 1,400 employees are located at
the company's corporate headquarters in Milpitas, Calif., and sales and service
offices worldwide.  Tencor's homepage can be found on the World Wide Web at
http://www.tencor.com.