UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    Form 8-K


                                 Current Report

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): July 24, 2003


                             KLA-Tencor Corporation
             (Exact name of registrant as specified in its charter)


                                    000-09992
                            (Commission File Number)


         Delaware                                 04-2564110
 ---------------------------           ---------------------------------
(State or other jurisdiction          (I.R.S. Employer Identification No.)
      of incorporation)


                                 160 Rio Robles
                              San Jose, California
                                      95134
             (Address of principal executive offices, with zip code)


                                 (408) 875-3000
              (Registrant's telephone number, including area code)


                                       N/A
          (Former name or former address, if changed since last report)



                                       -1-




Item 7.    Financial Statements and Exhibits.

     (c) Exhibits.

 Exhibit   Description
 -------   -----------

  99.1     Press Release issued by KLA-Tencor Corporation dated July 24, 2003.




Item 9.    Information being furnished under Item 12

         In accordance with Securities and Exchange Commission Release No.
33-8216, the following information, which is intended to be furnished under Item
12, "Results of Operations and Financial Condition," is instead being furnished
under Item 9, "Regulation FD Disclosure." This information shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities under that
Section. Furthermore, the information in this Current Report on Form 8-K,
including the exhibit, shall not be deemed to be incorporated by reference into
any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.

      On July 24, 2003, KLA-Tencor Corporation, (the Company) issued a press
release regarding its financials results for the quarter and fiscal year ending
June 30, 2003 the full text of which is furnished as Exhibit 99.1 to this
report.



                                       -2-






                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                               KLA-TENCOR CORPORATION


Date:  July 24, 2003                           By:  /s/  John H. Kispert
- --------------------                               -----------------------------
                                                    John H. Kispert
                                                    Executive Vice President
                                                    and Chief Financial Officer





INDEX TO EXHIBITS

 Exhibit   Description
 -------   -----------

  99.1     Press Release issued by KLA-Tencor Corporation dated July 24, 2003.