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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OMB Number:			3235-0287
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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^*

BINGHAM H RAYMOND

(Last)

(First)

(Middle)

C/O KLA-TENCOR CORPORATION

160 RIO ROBLES

(Street)

SAN JOSE

95130

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2007

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	05/01/2007		S		275	D	$55.56	112	D
Common Stock	05/01/2007		M		1,010	A	$44.76	1,122	D
Common Stock	05/01/2007		S		1,010	D	$55.55	112	D
Common Stock	05/01/2007		M		643	A	$44.76	755	D
Common Stock	05/01/2007		S		643	D	$55.54	112	D
Common Stock	05/01/2007		M		276	A	$44.76	388	D
Common Stock	05/01/2007		S		276	D	$55.53	112	D
Common Stock	05/01/2007		M		597	A	$44.76	709	D
Common Stock	05/01/2007		S		597	D	$55.52	112	D
Common Stock	05/01/2007		M		750	A	$44.76	862	D
Common Stock	05/01/2007		S		750	D	$55.51	112	D
Common Stock	05/01/2007		M		168	A	$41.45	280	D
Common Stock	05/01/2007		M		1,082	A	$41.45	1,362	D
Common Stock	05/01/2007		S		1,082	D	$55.5	280	D
Common Stock	05/01/2007		M		20	A	$40.24	300	D
Common Stock	05/01/2007		S		20	D	$55.5	280	D
Common Stock	05/01/2007		M		1,745	A	$40.24	2,025	D
Common Stock	05/01/2007		S		1,745	D	$55.49	280	D
Common Stock	05/01/2007		M		735	A	$40.24	1,015	D
Common Stock	05/01/2007		S		735	D	$55.48	280	D
Common Stock	05/01/2007		S		112	D	$55.59	168	D
Common Stock	05/01/2007		S		168	D	$55.51	0	D
Common Stock-Restricted Stock Units⁽¹⁾								1,935	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)	$40.24	05/01/2007		M			20	05/11/2005	05/11/2015	Common Stock	20	$55.55	2,480	D
Non-Qualified Stock Option (right to buy)	$40.24	05/01/2007		M			1,745	05/11/2005	05/11/2015	Common Stock	1,745	$55.49	735	D
Non-Qualified Stock Option (right to buy)	$40.24	05/01/2007		M			735	05/11/2005	05/11/2015	Common Stock	735	$55.48	0	D
Non-Qualified Stock Option (right to buy)	$40.68	05/01/2007		M			92	10/18/2004	10/18/2014	Common Stock	92	$55.81	2,408	D
Non-Qualified Stock Option (right to buy)	$40.68	05/01/2007		M			92	10/18/2004	10/18/2014	Common Stock	92	$55.8	2,316	D
Non-Qualified Stock Option (right to buy)	$40.68	05/01/2007		M			92	10/18/2004	10/18/2014	Common Stock	92	$55.79	2,224	D
Non-Qualified Stock Option (right to buy)	$40.68	05/01/2007		M			184	10/18/2004	10/18/2014	Common Stock	184	$55.77	2,040	D
Non-Qualified Stock Option (right to buy)	$40.68	05/01/2007		M			312	10/18/2004	10/18/2014	Common Stock	312	$55.76	1,728	D
Non-Qualified Stock Option (right to buy)	$40.68	05/01/2007		M			514	10/18/2004	10/18/2014	Common Stock	514	$55.75	1,214	D
Non-Qualified Stock Option (right to buy)	$40.68	05/01/2007		M			459	10/18/2004	10/18/2014	Common Stock	459	$55.74	755	D
Non-Qualified Stock Option (right to buy)	$40.68	05/01/2007		M			92	10/18/2004	10/18/2014	Common Stock	92	$55.66	663	D
Non-Qualified Stock Option (right to buy)	$40.68	05/01/2007		M			275	10/18/2004	10/18/2014	Common Stock	275	$55.65	388	D
Non-Qualified Stock Option (right to buy)	$40.68	05/01/2007		M			184	10/18/2004	10/18/2014	Common Stock	184	$55.64	204	D
Non-Qualified Stock Option (right to buy)	$40.68	05/01/2007		M			92	10/18/2004	10/18/2014	Common Stock	92	$55.62	112	D
Non-Qualified Stock Option (right to buy)	$40.68	05/01/2007		M			112	10/18/2004	10/18/2014	Common Stock	112	$55.59	0	D
Non-Qualified Stock Option (right to buy)	$41.45	05/01/2007		M			168	08/01/2006	08/01/2013	Common Stock	168	$55.51	1,082	D
Non-Qualified Stock Option (right to buy)	$41.45	05/01/2007		M			1,082	08/01/2006	08/01/2013	Common Stock	1,082	$55.5	0	D
Non-Qualified Stock Option (right to buy)	$44.76	05/01/2007		M			898	01/25/2005	01/25/2015	Common Stock	898	$55.59	4,102	D
Non-Qualified Stock Option (right to buy)	$44.76	05/01/2007		M			367	01/25/2005	01/25/2015	Common Stock	367	$55.58	3,735	D
Non-Qualified Stock Option (right to buy)	$44.76	05/01/2007		M			184	01/25/2005	01/25/2015	Common Stock	184	$55.57	3,551	D
Non-Qualified Stock Option (right to buy)	$44.76	05/01/2007		M			275	01/25/2005	01/25/2015	Common Stock	275	$55.56	3,276	D
Non-Qualified Stock Option (right to buy)	$44.76	05/01/2007		M			1,010	01/25/2005	01/25/2015	Common Stock	1,010	$55.55	2,266	D
Non-Qualified Stock Option (right to buy)	$44.76	05/01/2007		M			643	01/25/2005	01/25/2015	Common Stock	643	$55.54	1,623	D
Non-Qualified Stock Option (right to buy)	$44.76	05/01/2007		M			276	01/25/2005	01/25/2015	Common Stock	276	$55.53	1,347	D
Non-Qualified Stock Option (right to buy)	$44.76	05/01/2007		M			597	01/25/2005	01/25/2015	Common Stock	597	$55.52	750	D
Non-Qualified Stock Option (right to buy)	$44.76	05/01/2007		M			750	01/25/2005	01/25/2015	Common Stock	750	$55.51	0	D
Non-Qualified Stock Option (right to buy)	$47.23							11/09/2001	11/09/2011	Common Stock	10,000		10,000	D
Non-Qualified Stock Option (right to buy)	$47.86							05/02/2006	05/02/2013	Common Stock	1,250		1,250	D
Non-Qualified Stock Option (right to buy)	$49.99							11/04/2005	11/04/2012	Common Stock	3,750		3,750	D
Non-Qualified Stock Option (right to buy)	$50.39							02/14/2007	02/14/2014	Common Stock	2,500		2,500	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of KLAC common stock.

	By: John Kispert For: Raymond H. Bingham	05/04/2007
	** 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.
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