SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KISPERT JOHN H

(Last)

(First)

(Middle)

C/O KLA-TENCOR CORP.

160 RIO ROBLES

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2003

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/21/2003		M		535	A	$10.63	6,812	D
Common Stock	08/21/2003		S		535	D	$56	6,277	D
Common Stock	08/21/2003		M		2,000	A	$10.63	8,277	D
Common Stock	08/21/2003		S		2,000	D	$56	6,277	D
Common Stock	08/21/2003		M		18,790	A	$33.75	25,067	D
Common Stock	08/21/2003		S		18,790	D	$56	6,277	D
Common Stock	08/21/2003		M		5,370	A	$44.6875	11,647	D
Common Stock	08/21/2003		S		5,370	D	$56	6,277	D
Common Stock	08/21/2003		M		25,972	A	$44.6875	32,249	D
Common Stock	08/21/2003		S		25,972	D	$56	6,277	D
Common Stock	08/21/2003		M		11,000	A	$26.25	17,277	D
Common Stock	08/21/2003		S		11,000	D	$56	6,277	D
Common Stock	08/21/2003		M		9,333	A	$32.75	15,610	D
Common Stock	08/21/2003		S		9,333	D	$56	6,277	D
Common Stock	08/21/2003		M		22,000	A	$29.31	28,277	D
Common Stock	08/21/2003		S		22,000	D	$56	6,277	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$10.63	08/21/2003		M			535	08/31/1999	08/31/2008	Common Stock	535	$56	7,000	D
Non-Qualified Stock Option (right to buy)	$10.63	08/21/2003		M			2,000	08/31/1999	08/31/2008	Common Stock	2,000	$56	5,000	D
Non-Qualified Stock Option (right to buy)	$26.25	08/21/2003		M			11,000	11/10/2001	11/10/2010	Common Stock	11,000	$56	9,000	D
Non-Qualified Stock Option (right to buy)	$29.31	08/21/2003		M			22,000	10/02/2002	10/02/2011	Common Stock	22,000	$56	38,000	D
Non-Qualified Stock Option (right to buy)	$32.75	08/21/2003		M			9,333	04/04/2002	04/04/2011	Common Stock	9,333	$56	10,667	D
Non-Qualified Stock Option (right to buy)	$33.75	08/21/2003		M			18,790	10/27/2000	10/27/2009	Common Stock	18,790	$56	1,875	D
Non-Qualified Stock Option (right to buy)	$44.6875	08/21/2003		M			5,370	08/13/2000	08/11/2010	Common Stock	5,370	$56	0	D
Non-Qualified Stock Option (right to buy)	$44.6875	08/21/2003		M			25,972	08/13/2001	08/13/2010	Common Stock	25,972	$56	8,658	D
Non-Qualified Stock Option (right to buy)	$34.67							11/08/2003	01/28/2013	Common Stock	25,000		25,000	D
Non-Qualified Stock Option (right to buy)	$37.05							11/08/2003	11/08/2012	Common Stock	12,500		12,500	D
Non-Qualified Stock Option (right to buy)	$51.229							11/08/2003	07/30/2013	Common Stock	12,500		12,500	D

Explanation of Responses:

	John H Kispert	08/21/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.