EXHIBIT 23.2



                       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 28, 1997, which appears on page
30 of the 1997 Annual Report to Stockholders of KLA-Tencor Corporation, which
is incorporated by reference in KLA-Tencor Corporation's Annual Report on Form
10-K for the year ended June 30, 1997.

/s/ PricewaterhouseCoopers
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PricewaterhouseCoopers

San Jose, California
August 3, 1998