EXHIBIT 24.1

                         POWER OF ATTORNEY OF DIRECTORS

KNOW ALL PERSONS BY THESE PRESENTS:

        Each of the undersigned directors of KLA-Tencor Corporation, a Delaware
corporation (the "Company"), hereby constitutes and appoints STUART J. NICHOLS
as his or her true and lawful attorney-in-fact, for him or her and in his or her
name, place and stead, in any and all capacities, to execute a Registration
Statement or Registration Statements on Form S-8 or other appropriate form,
under the Securities Act of 1933, as amended, relating to up to 1,500,000
additional shares of common stock, $0.001 par value, of the Company, and an
indeterminate number of plan interests issuable under the KLA-Tencor 401(k)
Plan, as amended, and any and all amendments (including post-effective
amendments) to such Registration Statements, and to file such Registration
Statements and any and all amendments thereto, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact full power and authority to do and perform
each and every act and thing necessary or desirable to be done in and about the
premises, as fully to all intents and purposes, as he or she might or could do
in person, thereby ratifying and confirming all that said attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of
November, 2000.


<TABLE>
<S>                                       <C>
    /s/ Kenneth Levy                         /s/ Kenneth L. Schroeder
- --------------------------------          --------------------------------
        Kenneth Levy                             Kenneth L. Schroeder


   /s/ Edward W. Barnholt                    /s/ Richard J. Elkus, Jr.
- --------------------------------          --------------------------------
       Edward W. Barnholt                        Richard J. Elkus, Jr.


   /s/ Dean O. Morton                        /s/ Jon D. Tompkins
- --------------------------------          --------------------------------
       Dean O. Morton                            Jon D. Tompkins


   /s/ Lida Urbanek                          /s/ H. Raymond Bingham
- --------------------------------          --------------------------------
       Lida Urbanek                              H. Raymond Bingham


   /s/ Robert T. Bond
- --------------------------------
       Robert T. Bond
</TABLE>