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 relating to the
Financial Statements, which appears in 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.




/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

San Jose, California
August 12, 1999