FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
KISPERT JOHN H
   2. Issuer Name and Ticker or Trading Symbol
KLA TENCOR CORP [KLAC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last)
(First)
(Middle)
160 RIO ROBLES		 3. Date of Earliest Transaction (Month/Day/Year)
12/22/2006
(Street)

SAN JOSE, CA 95130		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 44.6875 12/22/2006   D(1)     8,658   (2) 08/13/2010 Common Stock 8,658 (1) 0 D  
Non-Qualified Stock Option (right to buy) $ 68.81 12/22/2006   A(1)   8,658     (2) 08/13/2010 Common Stock 8,658 (1) 8,658 D  
Non-Qualified Stock Option (right to buy) $ 26.25 12/22/2006   D(1)     1,000   (2) 11/10/2010 Common Stock 1,000 (1) 0 D  
Non-Qualified Stock Option (right to buy) $ 32.88 12/22/2006   A(1)   1,000     (2) 11/10/2010 Common Stock 1,000 (1) 1,000 D  
Non-Qualified Stock Option (right to buy) $ 32.75 12/22/2006   D(1)     2,667   (2) 10/02/2011 Common Stock 2,667 (1) 0 D  
Non-Qualified Stock Option (right to buy) $ 50.82 12/22/2006   A(1)   2,667     (2) 10/02/2011 Common Stock 2,667 (1) 2,667 D  
Non-Qualified Stock Option (right to buy) $ 29.31 12/22/2006   D(1)     14,000   (2) 04/04/2011 Common Stock 14,000 (1) 0 D  
Non-Qualified Stock Option (right to buy) $ 45.25 12/22/2006   A(1)   14,000     (2) 04/04/2011 Common Stock 14,000 (1) 14,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KISPERT JOHN H
160 RIO ROBLES
SAN JOSE, CA 95130		       Chief Operating Officer  

Signatures

 /s/ Jeff Hall, Attorney in fact for John Kispert   12/29/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The reported transactions are exempt under SEC Rule 16-b-3, and the related disposition and acquisition transactions for each option involved an amendment to a portion of that option increasing the exercise price per share of such portion to comply with the requirements of Section 409A of the Internal Revenue Code. Such amendment is deemed the cancellation of the portion of the lower-priced option and the grant a replacement option at the higher exercise price per share.
(2) The option is currently exercisable for vested shares.

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