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, 1998, which appears on page
34 of the 1998 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, 1998.


PRICEWATERHOUSECOOPERS LLP


San Jose, California
December 3, 1998