EXHIBIT 23.3


                       CONSENT OF INDEPENDENT ACCOUNTANTS

        We hereby consent to the incorporation by reference in the Joint Proxy
Statement/Prospectus on Form S-4 of our report dated August 7, 1996, which
appears on page 24 of the 1996 Annual Report to Stockholders of KLA Instruments
Corporation ("KLA"), which is incorporated by reference in KLA's Annual Report
on Form 10-K for the year ended June 30, 1996. We also consent to the references
to us under the heading "Experts" in such Joint Proxy Statement/Prospectus.

/s/ PRICE WATERHOUSE LLP
San Jose, California
March 10, 1997