<PAGE>   1

                          KLA INSTRUMENTS CORPORATION


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                          To Be Held November 16, 1994




 The Annual Meeting of Stockholders of KLA INSTRUMENTS CORPORATION (the
"Company") will be held at the offices of the Company, 160 Rio Robles, San
Jose, California 95134 on Wednesday, November 16, 1994 at 11:00 a.m. for the
following purposes:

 1.   To elect two (2) directors to Class II of the Board of Directors.

 2.   To approve an amendment to the 1981 Employee Stock Purchase Plan (the
"Purchase Plan") to increase the number of shares reserved for issuance under
the Purchase Plan by 300,000 shares.

 3.   To approve amendments to the 1982 Stock Option Plan (the "Option Plan")
to increase the number of shares reserved for issuance under the Option Plan by
1,600,000 shares and to implement a per optionee share limitation.

 4.   To ratify the appointment of Price Waterhouse as the independent
accountants of the Company for the fiscal year ending June 30, 1995.

 5.   To transact such other business as may properly come before the meeting,
or any adjournment thereof.

 Stockholders of record at the close of business on October 7, 1994, shall be
entitled to vote at the meeting.

                                              By order of the Board of Directors



                                              PAUL E. KREUTZ
                                              Secretary
San Jose, California
O
ctober 24, 1994


IMPORTANT:  PLEASE FILL IN, DATE, SIGN AND MAIL PROMPTLY THE ENCLOSED PROXY IN
THE POSTAGE-PAID ENVELOPE PROVIDED TO ASSURE THAT YOUR SHARES ARE REPRESENTED
AT THE MEETING.  IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH
TO DO SO EVEN THOUGH YOU HAVE SENT IN YOUR PROXY.

<PAGE>   2
                          KLA INSTRUMENTS CORPORATION

                                PROXY STATEMENT


         The accompanying Proxy is solicited by the Board of Directors of KLA
Instruments Corporation, a Delaware corporation, for use at the Annual Meeting
of Stockholders to be held on Wednesday, November 16, 1994, at 11:00 a.m.,
local time, or at any adjournment thereof.  The meeting will be held at the
Company's offices located at 160 Rio Robles, San Jose, California 95134.  The
Company's telephone number at that location is (408) 434-4200.  At the meeting,
only stockholders of record at the close of business on October 7, 1994, shall
be entitled to vote.  On that date, the Company had outstanding 22,998,614
shares of Common Stock.  The date of this Proxy Statement is October 24, 1994,
the approximate date on which the Proxy Statement and form of Proxy were first
sent or given to stockholders.

         Each stockholder is entitled to one vote for each share of stock held
by him or her on all matters.  If no instructions are given on the executed
Proxy, the Proxy will be voted in favor of the proposals described.

         The cost of solicitation of Proxies will be borne by the Company.  In
addition, the Company may reimburse brokerage houses and other custodians,
nominees and fiduciaries for their expenses incurred in forwarding solicitation
materials to the beneficial owners of the stock held of record by such persons.
It is contemplated that Proxies will be solicited principally through the mail,
but directors, officers and regular employees of the Company may, without
additional compensation, solicit Proxies, personally or by telephone, telegraph
or special letter.

         Any Proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by delivering to the Company a
written notice of revocation or duly executed Proxy bearing a later date or by
attending the meeting and voting in person.

         The Annual Report to Stockholders for the fiscal year ended June 30,
1994, accompanies this Proxy Statement.



                                   PROPOSAL 1

                             ELECTION OF DIRECTORS

         The Company has a classified Board of Directors consisting of three
Class I directors (Kenneth Levy, Robert Lorenzini and Samuel Rubinovitz), two
Class II directors (Leo Chamberlain and Dag Tellefsen), and two Class III
directors (Yoshio Nishi and Kenneth Schroeder), who will serve until the annual
meetings of stockholders to be held in 1996, 1994 and 1995, respectively, or
until their respective successors are duly elected and qualified.  At each
annual meeting of stockholders, directors are elected for a full term of three
years to succeed those directors whose terms expire at the annual meeting.

         The terms of the two directors in Class II will expire on the date of
the upcoming annual meeting.  Accordingly, two persons are to be elected to
Class II of the Board of Directors at the meeting.  The nominees for election
by the stockholders to these two positions are Leo Chamberlain and Dag
Tellefsen, the current members of the Board of Directors in Class II.  If
elected, the nominees will serve as directors until the Company's annual
meeting of stockholders in 1997, or until their successors are elected and
qualified.  If either of the nominees declines to serve or becomes unavailable
for any reason, or if a vacancy occurs before the election, the Proxies may be
voted for such substitute nominees as management may designate.  The proxy
holders have also advised that in the event any of the nominees shall not be
available for election, a circumstance that is not currently expected, they may
vote for the election of substitute nominees in accordance with their judgment.





                                       1

<PAGE>   3
         If a quorum is present and voting, the nominees for Class II director
receiving the highest number of votes will be elected as Class II directors.
Abstentions and shares held by brokers that are present, but not voted because
the brokers were prohibited from exercising discretionary authority, i.e.,
"broker non-votes," will be counted as present in determining if a quorum is
present.

         The following table indicates the name and age of each member of the
Company's Board of Directors, the year in which each such member became a
director of the Company and each such member's principal occupation.  The
principal occupation of each such member has been his principal occupation for
the past five (5) years unless otherwise noted.


<TABLE>
<CAPTION>
                                   DIRECTOR      EMPLOYMENT OR
NAME                      AGE       SINCE        PRINCIPAL OCCUPATION
- - ----                      ---    -----------     --------------------
<S>                       <C>        <C>         <C>
Kenneth Levy              51         1975        Co-Founder, Chairman of the Board and Chief Executive Officer.  Since May
                                                 1993, a Director of Ultratech Stepper, a semiconductor photolithography
                                                 manufacturer.  Since April 1993, a Director of Network Peripherals Inc., a
                                                 supplier of high-performance client-server networking solutions.
                                             
Kenneth L. Schroeder      48         1991        President, Chief Operating Officer and Director since November 1991.  Senior
                                                 Vice President from 1985 to 1987.  Vice President from 1979 to 1985.  From
                                                 mid-1989 to 1991, Chief Operating Officer and Director of Genus Corporation,
                                                 a manufacturer of thin film deposition and ion implant equipment.
                                             
Leo J. Chamberlain        64         1982        Private investor.  Since March 1989, a Director of Octel Communications
                                                 Corporation, a manufacturer of high-performance voice processing systems.
                                             
Robert E. Lorenzini       57         1976        Since October 1988, Chairman and Chief Executive Officer of SunPower
                                                 Corporation, a manufacturer of photovoltaic cells and silicon power devices.
                                                 Since October 1986, a Director of FSI International, a semiconductor process
                                                 equipment manufacturer.
                                             
Dag Tellefsen             52         1978        General Partner of the investment manager of Glenwood Ventures I and II,
                                                 venture capital funds.  Since January 1983, a Director of Arix Corporation, a
                                                 manufacturer of computers for transaction oriented applications.  Since
                                                 September 1982, a Director of Octel Communications Corporation.
                                             




</TABLE>

                                       2

<PAGE>   4

<TABLE>
<CAPTION>
                                    DIRECTOR     EMPLOYMENT OR
NAME                       AGE       SINCE       PRINCIPAL OCCUPATION
- - ----                       ---    -----------    --------------------
<S>                        <C>       <C>         <C>
Yoshio Nishi               54        1989        Director of Silicon Process Laboratory, Hewlett-Packard Laboratories, a
                                                 semiconductor technology research facility affiliated with Hewlett-Packard
                                                 Company and also consultant professor in the Stanford University Department
                                                 of Electrical Engineering.
                                             
Samuel Rubinovitz          64        1990        Previously served as a director of the Company from October 1979 to January
                                                 1989.  From April 1989 to January 1994, Executive Vice President and since
                                                 April 1989 Director of EG&G, Inc., a diversified manufacturer of scientific
                                                 instruments and electronic, optical and mechanical equipment.  Since October
                                                 1984, a Director of Richardson Electronics, Inc., a manufacturer and
                                                 distributor of electron tubes and semiconductors.
</TABLE>
                                     

         The Board of Directors has an Audit Committee, a Compensation
Committee and a Nominating Committee.  Messrs. Lorenzini and Tellefsen are the
members of the Audit Committee, which held one (1) meeting during fiscal 1994.
The functions of the Audit Committee include recommending the independent
accountants to the Board of Directors and providing oversight of the services
rendered by the independent accountants.  Messrs. Chamberlain and Tellefsen are
the members of the Compensation Committee, which held two (2) meetings in
fiscal 1994.  The Compensation Committee reviews and recommends salaries for
corporate officers and key employees.  Mr. Chamberlain is the sole member of
the Nominating Committee, which held one (1) meeting in fiscal 1994.  The
Nominating Committee was formed for purposes of identifying and evaluating the
qualifications of all candidates for election to the Board of Directors.  The
Nominating Committee will consider nominations recommended by stockholders.
Stockholders wishing to submit nominations must notify the Company of their
intent to do so (and provide the Company with certain information set forth in
the Company's bylaws, a copy of which may be obtained from the Company) on or
before the date on which stockholder proposals to be included in the proxy
statement for the stockholder meeting must be received by the Company.

         During fiscal 1994, the Board of Directors held five (5) meetings.
Mr. Tellefsen attended three (3) Board of Directors meetings.  No other
director attended less than 75% of such meetings of the Board of Directors or
the committees on which he serves.





                                       3

<PAGE>   5

                     STOCK OWNERSHIP OF CERTAIN BENEFICIAL
                             OWNERS AND MANAGEMENT

         The following table sets forth certain information regarding the
Company's Common Stock owned on August 31, 1994, by (i) each person who is
known to the Company to own beneficially more than five percent (5%) of the
Company's Common Stock, (ii) each of the directors and director-nominees of the
Company, (iii) the Chief Executive Officer and the four other most highly
compensated executive officers of the Company as of June 30, 1994 whose salary
and bonus for the year ended June 30, 1994 exceeded $100,000, and (iv) all
directors and executive officers of the Company as a group.


<TABLE>
<CAPTION>
 
          NAME OR IDENTITY                    NUMBER OF
               OF GROUP                      SHARES OWNED                    PERCENT OWNED
         --------------------                ------------                    -------------
<S>                                             <C>                               <C>
FMR Corporation                                 3,389,600                         14.8
     82 Devonshire Street             
     Boston, MA  02109                
Essex Investment Management Company             1,646,825                          7.2
     125 High Street                  
     Boston, MA  02110                
Kenneth Levy                                    1,106,331(1)                       4.8
     160 Rio Robles                   
     San Jose, CA  95134              
Kenneth L. Schroeder                              127,817(2)                        *
     160 Rio Robles                   
     San Jose, CA  95134              
Robert E. Lorenzini                                17,442(2)                        *
     625 Ellis Street, Suite 209      
     Mountain View, CA  94043         
Samuel Rubinovitz                                   7,749(2)                        *
     45 William Street                
     Wellesley, MA 02181              
Leo J. Chamberlain                                 19,755(2)                        *
     P.O. Box 204                     
     Captain Cook, HI  96704          
Dag Tellefsen                                       2,428(2)                        *
     Glenwood Ventures                
     3000 Sand Hill Road              
     Bldg. 4, Suite 230               
     Menlo Park, CA  94025            
Yoshio Nishi                                        7,442(2)                        *
     3500 Deer Creek Road             
     Palo Alto, CA  94303             
Robert J. Boehlke                                  49,697(2)                        *
     160 Rio Robles                   
     San Jose, CA  95134              
Arthur P. Schnitzer                                54,612(2)                        *
     160 Rio Robles                   
     San Jose, CA  95134              
Michael D. McCarver                                13,975(2)                        *
     160 Rio Robles                   
     San Jose, CA  95134              
                                      
All directors and executive           
officers as a group:                  
(17 persons)                                    1,435,178(3)                       6.1
</TABLE>
                              





                                       4

<PAGE>   6
_______________
  *      Represents less than one percent (1%).

(1)      Includes 162,500 shares held in trusts for the benefit of Mr. Levy's
         children, as to which Mr. Levy, who is co-trustee of the trusts,
         disclaims beneficial ownership.  Also includes 141,293 shares issuable
         upon exercise of options held by Mr. Levy, which are currently
         exercisable or exercisable within 60 days of August 31, 1994, granted
         under the Company's 1982 Stock Option Plan.

(2)      Includes 58,055, 7,442, 5,749, 555, 2,428, 7,442, 49,642, 54,044 and
         11,907 shares issuable upon exercise of options held by Messrs.
         Schroeder, Lorenzini, Rubinovitz, Chamberlain, Tellefsen, Nishi,
         Boehlke, Schnitzer and McCarver, respectively, which are currently
         exercisable or exercisable within 60 days of August 31, 1994, granted
         under the Company's 1982 Stock Option Plan and the 1990 Outside
         Directors Stock Option Plan.

(3)      Includes 364,003 shares issuable upon exercise of options, which are
         currently exercisable or exercisable within 60 days of August 31,
         1994, granted under the Company's 1982 Stock Option Plan and the 1990
         Outside Directors Stock Option Plan.





                                       5

<PAGE>   7

                    EXECUTIVE COMPENSATION AND OTHER MATTERS

COMPENSATION OF EXECUTIVE OFFICERS

         The following table sets forth information concerning the compensation
of the Chief Executive Officer of the Company and the four other most highly
compensated executive officers of the Company as of June 30, 1994 whose total
salary and bonus for the fiscal year ended June 30, 1994 exceeded $100,000
during the fiscal years ended June 30, 1992, 1993, and 1994.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                   Long Term
                                 Annual Compensation                              Compensation
                              -------------------------                           ------------
                                                                                   Securities
     Name and Principal                                        Other Annual        Underlying          All Other
          Position            Year     Salary     Bonus        Compensation         Options           Compensation
     ------------------       ----     ------     -----        ------------        ----------         ------------
 <S>                          <C>     <C>        <C>              <C>                <C>                <C>
 Kenneth Levy                 1994    $256,823   $220,000           (1)                  -0-            $48,016(3)
 Chairman of the Board,       1993    $216,000   $113,022           (1)               15,000             $9,028(4)
 and Chief Executive          1992    $215,463    $70,200           (1)                  -0-             $8,250(4)
 Officer

 Kenneth L. Schroeder         1994    $248,100   $211,200           (1)                  -0-            $40,771(3)
 President, Chief             1993    $206,550   $110,200           (1)              165,000(2)          $9,008(4)
 Operating  Officer, and      1992    $123,930    $69,926           (1)              150,000             $5,125(4)
 Director

 Robert J. Boehlke            1994    $223,808   $152,995         $33,875                -0-            $16,664(3)
 Vice President,              1993    $203,000   $106,200           (1)               14,000             $8,981(4)
 Administration and           1992    $202,444    $65,975           (1)                  -0-             $8,250(4)
 Finance and Chief
 Financial Officer

 Arthur P. Schnitzer          1994    $177,154   $110,223           (1)                  -0-            $14,994(3)
 Group Vice President         1993    $160,000   $100,000           (1)               17,500             $8,826(4)
 Wafer and Reticle            1992    $159,423    $81,600           (1)                  -0-             $8,250(4)
 Inspection

 Michael D. McCarver          1994    $171,385   $118,650           (1)                  -0-            $14,844(3)
 Vice President, Corporate    1993    $160,000    $25,262           (1)               12,000             $8,826(4)
 Sales                        1992    $162,932    $42,200           (1)                  -0-             $8,250(4)
</TABLE>


- - --------------------
1        Total amount of personal benefits paid to this executive officer
         during the fiscal year was less than the lesser of (i) $50,000 or (ii)
         10% of such executive officer's total reported salary and bonus.

2        Includes options to purchase 150,000 shares which were repriced on
         August 14, 1992, replacing options granted in October 1991, in
         connection with a repricing offered to all option holders who were not
         officers during all of fiscal 1992.

3        Includes payments by the Company pursuant to the Company's profit
         sharing plan to Messrs. Levy, Schroeder, Boehlke, Schnitzer and
         McCarver of $9,791, $9,411, $8,414, $6,744, and $6,594, respectively.
         Includes a matching contribution of $750 made by the Company pursuant
         to the Company's 401(k) Plan to each of the above named officers.
         Includes a matching contribution of $7,500 made by the Company
         pursuant to the Supplemental Executive Benefit Plan to each of the
         above-named officers.  Includes payments by the Company to Messrs.
         Levy and Schroeder of $29,975 and $23,110, respectively, paid in lieu
         of Messrs. Levy's and Schroeder's participation in the Company's 1981
         Employee Stock Purchase Plan.

4        For fiscal 1993 includes payments by the Company pursuant to the
         Company's profit sharing plan to Messrs. Levy, Schroeder, Boehlke,
         Schnitzer and McCarver of $778, $758, $731, $576, and $576,
         respectively.  Includes a matching contribution of $750 made by the
         Company pursuant to the Company's 401(k) plan to each of the above
         named officers.  Includes a matching contribution of $7,500 made by
         the Company pursuant to the Supplemental Executive Benefit Plan to
         each of the above named officers, except for Mr. Schroeder who
         received $4,375 in fiscal 1992.




                                       6

<PAGE>   8
STOCK OPTIONS GRANTED IN FISCAL 1994

         No grants of options to purchase the Company's Common Stock were made
during the fiscal year ended June 30, 1994, to the persons named in the Summary
Compensation Table.

OPTION EXERCISES AND FISCAL 1994 YEAR-END VALUES

          The following table provides the specified information concerning
exercises of options to purchase the Company's Common Stock in the fiscal year
ended June 30, 1994, and unexercised options held as of June 30, 1994, by the
persons named in the Summary Compensation Table.


                          AGGREGATED OPTION EXERCISES
                           AND FISCAL YEAR-END VALUES



<TABLE>
<CAPTION>
                                                       Number of Securities              
                                                       Underlying Unexercised             Value of Unexercised In-the-
                                                       Options at 6/30/94                 Money Options at 6/30/94(2)
                                                       -------------------------------   -------------------------------
                               Shares
                              Acquired
                                 on        Value  
        Name                  Exercise    Realized      Exercisable(1)    Unexercisable  Exercisable(1)    Unexercisable
        ----                  --------    --------      --------------    -------------  --------------    -------------
        <S>                  <C>         <C>                 <C>             <C>           <C>                <C>
        Kenneth Levy              -0-            $0          131,662          47,688       $4,013,436         $1,432,365

        Kenneth L. Schroder       -0-            $0           45,832         119,168       $1,373,399         $3,559,727

        Robert J. Boehlke     125,000    $3,445,244           52,675          32,181       $1,598,463           $956,092

        Arthur P. Schnitzer    12,037      $424,227           46,659          39,049       $1,419,615         $1,165,041

        Michael D. McCarver    64,000    $2,079,324            4,987          35,013         $151,350         $1,050,202
</TABLE>


- - ---------------------
1        Generally, Company stock options vest over a five year period at the
         rate of 1/54 per month beginning six (6) months after the date of
         grant, conditional upon continued employment with the Company.

2        Based on the value of $37.50 which was the closing price of the
         Company's Common Stock on June 30, 1994.  The value shown is for all
         outstanding in-the-money options regardless of vesting restrictions.


CHANGE OF CONTROL ARRANGEMENTS

         Options granted under the Company's 1982 Stock Option Plan and the
Company's 1990 Outside Directors Stock Option Plan (the "Directors Plan")
contain provisions pursuant to which, under certain circumstances, all
outstanding options and shares granted under such plans shall become fully
vested and immediately exercisable upon a "transfer of control" as defined in
such plans.

COMPENSATION OF DIRECTORS

         The Company pays each non-employee director an annual retainer of
$8,000 per year plus $1,000 for each Board meeting attended and $500 for each
Board committee meeting attended.  The Company reimburses expenses incurred by
directors in attending Board meetings.  In addition, the Company reimbursed
directors a total of $23,422 in fiscal 1994 for travel expenses for their
spouses to attend one meeting at a site away from the Company's executive
offices.  In addition to his services as director, Samuel Rubinovitz provides
consulting services to the Company for which he receives $1,200 per day, plus
expenses.  During fiscal 1994 Mr. Rubinovitz received $6,142 for his consulting
services.





                                       7

<PAGE>   9
         The Company's Directors Plan provides that upon the effective date of
the Directors Plan or initial election to the Board of Directors, each
non-employee director (an "Outside Director") will receive a one-time grant of
an option to purchase 2,500 shares of the Company's Common Stock.  The
Directors Plan also provides for subsequent grants to each Outside Director of
an option to purchase 2,500 shares of Common Stock automatically on each of the
anniversary dates of the initial grant.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

         In October 1991, the Company and Kenneth Schroeder, the President and
Chief Operating Officer of the Company, entered into an employment agreement
(the "Agreement") in connection with Mr. Schroeder's reemployment by the
Company.  Mr. Schroeder previously served as Vice President of the Company from
1979 to 1985 and Senior Vice President from 1985 to 1987.  The Agreement has a
term of three (3) years and provides for an annual salary of $210,600, subject
to periodic review and adjustment in accordance with the Company's salary
review policy.  In addition, the Agreement provides that Mr. Schroeder shall
receive a stock option to purchase 150,000 shares of the Company's Common Stock
(the "Option Shares") pursuant to the 1982 Stock Option Plan.  The Option
Shares vest ratably over 54 months beginning six months after the date of
grant.  In the event Mr. Schroeder's employment with the Company is terminated
by the Company without cause (as defined in the Agreement) during the term of
the Agreement, the Agreement provides that he shall continue to receive salary
payments and certain benefits for the longer of (i) the remaining term of the
Agreement or (ii) twelve months and that the Option Shares shall continue to
vest for the same period as Mr.  Schroeder continues to receive salary
payments.

C
ERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In June and July 1994, Robert R. Anderson, formerly Vice Chairman of
the Board of Directors paid the Company an aggregate of $63,500 for claimed
violations of Section 16(b) of the Securities Exchange Act of 1934, as amended.
Mr. Anderson resigned from the Company's Board of Directors in March 1994.

C
HANGES TO BENEFIT PLANS

         1981 EMPLOYEE STOCK PURCHASE PLAN.  The Board of Directors has adopted
an amendment to the 1981 Employee Stock Purchase Plan (the "Purchase Plan")
subject to stockholder approval, to increase the number of shares reserved for
issuance pursuant to the Purchase Plan by 300,000 shares.  See "PROPOSAL 2 -
APPROVAL OF AMENDMENT TO 1981 EMPLOYEE STOCK PURCHASE PLAN."  The New Plan
Benefits Table sets forth purchases of stock under the Purchase Plan during the
fiscal year ended June 30, 1994 by (i) the Chief Executive Officer of the
Company and the four other most highly compensated executive officers of the
Company as of June 30, 1994 whose total salary and bonus for the year ended
June 30, 1994 exceeded $100,000; (ii) all current executive officers as a
group; (iii) all current directors who are not executive officers as a group;
and (iv) all employees, including all officers who are not executive officers,
as a group.  Purchases of stock under the Purchase Plan are made at the
discretion of the participants.  Accordingly, future purchases under the
Purchase Plan are not yet determinable.

         1982 STOCK OPTION PLAN.  The Board of Directors has adopted amendments
to the 1982 Stock Option Plan (the "Option Plan"), subject to stockholder
approval, to increase the number of shares reserved for issuance pursuant to
the Option Plan by 1,600,000 shares and to implement a per optionee share
limitation under the Option Plan.  See "PROPOSAL 3 - APPROVAL OF AMENDMENTS TO
1982 STOCK OPTION PLAN."





                                       8

<PAGE>   10
         On July 26, 1994 the Board of Directors granted pursuant to the Option
Plan options to purchase an aggregate of 958,000 shares, contingent on
stockholder approval of a share reserve increase to the Option Plan (the
"Contingent Options").  The New Plan Benefits Table sets forth the Contingent
Options granted to (i) the Chief Executive Officer of the Company and the four
other most highly compensated executive officers of the Company whose total
salary and bonus for the year ended June 30, 1994 exceeded $100,000; (ii) all
current executive officers as a group; and (iii) all employees, including all
officers who are not executive officers, as a group.  Non-employee directors
are not eligible to participate in the Option Plan.  Grants under the Option
Plan are made at the discretion of the Board of Directors.  Other than the
Contingent Options, future grants under the Option Plan are not yet
determinable.


                               NEW PLAN BENEFITS

<TABLE>
<CAPTION>
                                            KLA Instruments Corporation           KLA Instruments Corporation
                                         1981 Employee Stock Purchase Plan          1982 Stock Option Plan

                                         Exercise Price        Number of       Exercise Price
              Name and Position            (per share)           Shares         (per share)      Number of Shares
              -----------------          --------------        ---------       --------------    ----------------
        <S>                                  <C>                <C>                <C>               <C>
        Kenneth Levy                           --                 -0-              $37.25             60,000

        Kenneth L. Schroeder                 $23.59               527              $37.25             60,000

        Robert J. Boehlke                      --                 -0-              $37.25             40,000

        Arthur P. Schnitzer                    --                 -0-              $37.25             40,000

        Michael D. McCarver                  $14.23              1,295             $37.25             20,000

        All Executive Officers as a          $13.37(2)           8,966             $37.25            319,500
        Group

        Non-Executive Director Group            0                  0                 0                  0
        (5 persons)(1)

        All employees as a group             $9.167(2)          196,467            $37.25            638,500
        (excluding current executive
        officers)
</TABLE>


- - --------------------
1        Nonemployee directors are not eligible to participate in the 1981
         Employee Stock Purchase Plan or the 1982 Stock Option Plan.

2        The price per share is a weighted average.





                                       9

<PAGE>   11
                      REPORT OF THE COMPENSATION COMMITTEE
                           ON EXECUTIVE COMPENSATION

COMPENSATION PHILOSOPHY

         The goals of the Company's compensation policy are to attract, retain
and reward executive officers who contribute to the overall success of the
Company by offering compensation which is competitive in the industry, to
motivate executives to achieve the Company's business objectives and to align
the interests of officers with the long term interests of stockholders.   The
Company currently uses salary, a management incentive plan, and stock options
to meet these goals.

COMPENSATION COMMITTEE

         The Compensation Committee is composed of two non-management directors
of the Board of Directors, Leo Chamberlain and Dag Tellefsen.  The Committee is
responsible for setting and administering the policies governing annual
compensation of executive officers, including cash compensation and grants of
stock options.  The Committee reviews compensation levels of executive
officers, considers their performance and makes recommendations regarding their
cash compensation and stock options to the full Board of Directors.

FORMS OF COMPENSATION

         The Company provides its executive officers with a compensation
package consisting of base salary variable incentive pay, and participation in
benefit plans generally available to other employees.  In setting total
compensation, the Committee considers individual and Company performance, as
well as market information from published survey data provided to the Committee
by the Company's human resources staff.  The market data consist primarily of
base salary and total cash compensation rates, as well as incentive bonus and
stock programs of the companies considered by the Committee to be peer
companies in the Company's industry.

         BASE SALARY.  Salaries for executive officers are initially set, based
on negotiation with individual executive officers at the time of recruitment
and with reference to salaries for comparable positions among companies in the
Company's industry or in industries which employ individuals of similar
education and background to the executive officers being recruited, and
considering the individual's experience, reputation in his or her industry and
expected contributions to the Company.  Salary adjustments are made for each
executive officer at the end of each fiscal year.

         The size of annual salary adjustments for individual executive
officers are primarily based on the Committee's determination that an executive
officer has met or exceeded individual goals.  Individual goals of executive
officers are determined in consultation with management, subject to review and
approval by the Board of Directors, and generally relate to strategic goals
within the responsibility of the executive officer.  The Chief Executive
Officer's goals also include the Company's financial performance, measured
primarily by the adherence to predetermined expense levels and maintenance of
adequate cash reserves.

         BENEFIT PLANS.  Executive officers may participate in several benefit
plans, including the Company's profit sharing plan, 401(k) plan and
Supplemental Executive Benefit Plan (the "SEBP"), a nonqualified deferred
compensation plan.  The Company in its discretion may make matching
contributions to the SEBP and 401(k) plan.

         MANAGEMENT INCENTIVE PLAN.  Since fiscal 1979, the Company has adopted
each year a management incentive plan (the "Incentive Plan") which provides for
payments to officers and key employees based on the financial performance of
the Company, the business unit and the achievement of the person's individual
performance objectives.  In fiscal 1994 the Incentive Plan set goals for
profitability, asset management, and new product introductions, among other
things.

         LONG-TERM INCENTIVES.  Longer term incentives are provided through the
Company's 1982 Stock Option Plan (the "Option Plan") and the Company's 1981
Employee Stock Purchase Plan (the "Purchase Plan"), both of which reward
executives through the growth in value of the Company's stock.  The Committee
believes that employee equity ownership is highly motivating, provides a major
incentive to employees in building stockholder value and serves to align the
interests of employees with those of stockholders.





                                       10

<PAGE>   12
         Grants of stock options to executive officers are based upon his or
her relative position, responsibilities, historical and expected contributions
to the Company, and the officer's existing stock ownership and previous option
grants, with primary weight given to the executive officer's relative rank and
responsibilities.  Initial stock option grants designed to recruit an executive
officer to join the Company are based on negotiations with the officer and with
reference to historical option grants to existing officers.  Stock options are
granted at market price on the date of grant and will provide value to the
executive officers only when the price of the Company's Common Stock increases
over the exercise price.

IMPACT OF SECTION 162(m)

         The Company has considered the potential impact of section 162(m) (the
"Section") of the Internal Revenue Code adopted under the federal Revenue
Reconciliation Act of 1993.  The Section disallows a tax deduction by any
publicly held corporation for individual compensation exceeding $1 million in
any taxable year for any of the named executed officers, unless compensation is
performance based.  To enable the Company to preserve the benefit of receiving
a tax deduction for the full amount of income recognized by the Company's
executive officers upon exercise of stock options, the Board of Directors has
adopted, subject to stockholder approval, amendments to the 1982 Stock Option
Plan which provide that no optionee may be granted options to purchase in
excess of 100,000 shares per fiscal year, provided that the foregoing limit
shall be 300,000 shares with respect to options granted to any person during
the first fiscal year of such person's employment with the Company.
Historically, grants by the Company have not usually approached the foregoing
limits.

FISCAL 1994 COMPENSATION

         Compensation for the Chief Executive Officer and other executive
officers was set according to the Company's established compensation policy
described above.  The executive officers of the Company, including the Chief
Executive Officer, received increases in base salary in fiscal 1994 based upon
the Company's successes and the individual executives' contributions to these
successes in fiscal 1993, including the Company's return to profitability, the
successful introduction of new products, particularly in the wafer inspection
division, and increased sales of metrology and prober equipment.  The Chief
Executive Officer's base salary for fiscal 1994 was $256,823.

         During fiscal 1995, the Company paid bonuses to the Company's
executive officers pursuant to the Incentive Plan, including a bonus of
$220,000 to the Chief Executive Officer.  These payments were based upon both
the overall performance of the Company and the individual officers' performance
with respect to certain objectives.  These payments recognized that during
fiscal 1994 the Company posted the best financial results in the Company's
18-year history, including new records in bookings, sales, and profits, and the
strongest balance sheet in its history after completing a successful equity
offering in February 1994.  These bonuses recognized not only the financial
achievements of fiscal 1994, but also the operational successes, including
improved margins in manufacturing and a record $125 million backlog, which
should set the stage for continued success in future years.

         At the beginning of fiscal 1995, the Company granted stock options to
the executive officers and other employees, including an option for 60,000
shares to the Chief Executive Officer, under the Company's 1982 Stock Option
Plan.  These option grants are contingent upon stockholder approval of an
increase in the number of shares reserved for issuance under the Option Plan,
as described in Proposal 3 of this proxy statement.  These grants recognized
both the record-setting financial results of fiscal 1994, and the dramatic
improvement in stockholder value during the period.  However, the options
granted to the executive officers have a different vesting period than has been
traditional under the Company's 1982 Stock Option Plan.  The options granted in
fiscal 1995 become exercisable ratably over 30 months, beginning 30 months
after the date of grant.  The Company believes that the extended waiting period
before the options vest will serve to retain key executives and thereby help
ensure that the Company can capitalize on its current opportunities.

                                                      THE COMPENSATION COMMITTEE

                                                      Leo Chamberlain
                                                      Dag Tellefsen





                                       11

<PAGE>   13
                        COMPARISON OF STOCKHOLDER RETURN

         Set forth below is a line graph comparing the annual percentage change
in the cumulative total return on the Company's Common Stock with the
cumulative total return of the CRSP Total Return Index for The Nasdaq Stock
Market (U.S. Companies) ("Nasdaq Market Index") and the CRSP Total Return for
the H&Q Technology Index ("H&Q Technology Index") for the period commencing on
June 30, 1989, and ending on June 30, 1994.

  COMPARISON OF CUMULATIVE TOTAL RETURN FROM JUNE 30, 1989, THROUGH JUNE 30,
                                  1994(1)(2)

                          KLA INSTRUMENTS CORPORATION


<TABLE>
                                                 YEAR ENDING
                         -------------------------------------------------------------
                         6/30/89    6/30/90    6/30/91    6/30/92    6/30/93   6/30/94
                         -------    -------    -------    -------    -------   -------
<S>                      <C>        <C>        <C>        <C>        <C>        <C>
KLA ...................   $100.0    $103.2     $107.5     $ 75.3     $148.4     $322.5
NASDAQ ................   $100.0    $107.8     $114.2     $137.1     $172.3     $173.0
H&Q Tech ..............   $100.0    $114.5     $115.2     $130.9     $150.0     $162.3

</TABLE>

- - --------------------
(1)      Assumes that $100.00 was invested on June 30, 1989, in the Company's
         Common Stock at the price of $11.625 per share and at the closing
         sales price for each index on that date and that all dividends were
         reinvested.  No cash dividends have been declared on the Company's
         Common Stock.  Stockholder returns over the indicated period should
         not be considered indicative of future stockholder returns.

(2)      The information contained in the chart was prepared for the Company by
         KMPG Peat Marwick.





                                       12

<PAGE>   14


COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors, and persons who
beneficially own more than 10% of a registered class of the Company's equity
securities, to file with the Securities and Exchange Commission (the "SEC")
initial reports of beneficial ownership on Form 3 and reports of changes in
beneficial ownership on Forms 4 and 5 with respect to the Company's Common
Stock and other equity securities.  Such officers, directors and
greater-than-10% beneficial owners are also required by SEC rules to furnish
the Company with copies of all Section 16(a) reports they file with the SEC.

         Based solely on a review of copies of such forms received by the
Company, and written representations from certain reporting persons that no
other reports were required for such persons, the Company believes that, during
the fiscal year ended June 30, 1994, all Section 16(a) filing requirements
applicable to its officers, directors and greater-than-10% beneficial owners
were complied with.

C
OMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         Leo Chamberlain and Dag Tellefsen served as members of the
Compensation Committee of the Company's Board of Directors during the year
ended June 30, 1994.  See "REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE
COMPENSATION."


 
                                  PROPOSAL 2

           APPROVAL OF AMENDMENT TO 1981 EMPLOYEE STOCK PURCHASE PLAN

         The Company established the 1981 Employee Stock Purchase Plan (the
"Purchase Plan") in October 1981.  The Company has reserved 1,700,000 shares of
the Company's Common Stock (subject to adjustment in the event of a stock
dividend, stock split, reverse stock split or like change in the corporate
structure of the Company) for issuance under the Purchase Plan.  The Purchase
Plan enables employees of the Company to purchase Common Stock of the Company
through payroll deductions.  The Purchase Plan is intended to be an "employee
stock purchase plan" under section 423 of the Internal Revenue Code of 1986, as
amended (the "Code").

         In October 1994, the Board of Directors adopted an amendment to the
Purchase Plan, subject to stockholder approval, to increase the number of
shares reserved for issuance under the Purchase Plan by a total of 300,000
shares.

SUMMARY OF THE PROVISIONS OF THE EMPLOYEE STOCK PURCHASE PLAN

         The following summary of the Purchase Plan is qualified in its
entirety by the specific language of the Purchase Plan, a copy of which is
available to any stockholder upon request.

         The Purchase Plan enables employees of the Company or any present or
future parent or subsidiary corporation of the Company to purchase shares of
Common Stock through payroll deductions, so long as the employee is customarily
employed for more than 20 hours per week.  However, employees who own or hold
options to purchase or who, as a result of participation in the Purchase Plan,
would own or hold options to purchase, stock of the Company possessing five
percent or more of the voting power of the Company are not eligible to
participate in the Purchase Plan.

         The Purchase Plan provides for offering periods of two years duration
(each of which is referred to herein as an "Offering") commencing on January 1
and July 1 of each year.  Each Offering consists of four consecutive purchase
periods of six months duration (each of which is referred to herein as a
"Purchase Period") ending on June 30 and December 31 of each year.





                                       13

<PAGE>   15
         At the beginning of each Offering, employees may elect to participate
in the Purchase Plan by authorizing payroll deductions.  Such payroll
deductions must be at least 1% but may not exceed 10% of an employee's
compensation (as defined in the Purchase Plan).  Once an employee becomes a
participant in the Purchase Plan, that employee will automatically participate
in each successive Offering until such time as the employee ceases to be
eligible to participate, withdraws from the Purchase Plan, or his or her
employment ceases.

         At the end of each Purchase Period, shares of the Company's Common
Stock may be purchased by participants at 85% of the lower of the fair market
value of the Common Stock on the first day of the Offering or the fair market
value of the Common Stock on the last day of the applicable Purchase Period.
If the fair market value of the Common Stock at the end of a Purchase Period of
an Offering is less than the fair market value of the Common Stock on the first
day of such Offering, every participant in the Offering is automatically
withdrawn from the offering at the close of the Purchase Period and enrolled in
the Offering commencing concurrently with the termination of such Purchase
Period.  Upon termination of employment, all amounts withheld under the
Purchase Plan are refunded, without interest, in lieu of any right to purchase
shares.

         The Purchase Plan is administered by the Board of Directors.  All
expenses incurred in connection with the administration of the Purchase Plan
are paid by the Company.  It is anticipated that the Purchase Plan will
continue until all shares of Common Stock reserved for issuance thereunder have
been issued, until December 31, 2000 or until otherwise terminated by the Board
of Directors, whichever occurs first.

         The Board of Directors may at any time amend or terminate the Purchase
Plan, except that approval by the stockholders of the Company is required
within 12 months of the adoption of any amendment which would increase the
number of shares of Common Stock authorized for issuance under the Purchase
Plan or would change the designation of corporations whose employees may be
eligible to participate in the Purchase Plan.

SUMMARY OF THE FEDERAL INCOME TAX CONSEQUENCES OF THE PURCHASE PLAN

         The following summary of the Purchase Plan is intended only as a
general guide to the United States federal income tax consequences of
participation in the Purchase Plan under current law and does not attempt to
describe all possible federal or other tax consequences of such participation.
Furthermore, the tax consequences are complex and subject to change, and a
taxpayer's particular situation may be such that some variation of the
described rules is applicable.  A participant recognizes no taxable income
either as a result of commencing participation in the Purchase Plan or
purchasing shares of the Company's Common Stock under the terms of the Purchase
Plan.

         If a participant disposes of his or her shares within two years from
the first day of the applicable Offering or within one year from the date of
purchase (which is the last day of a Purchase Period) (a "disqualifying
disposition"), the participant will realize ordinary income in the year of such
disposition equal to the amount by which the fair market value of the shares on
the date the shares were purchased exceeds the purchase price.  Such ordinary
income may be subject to withholding of income and employment taxes.  The
amount of the ordinary income will be added to the participant's basis in the
shares, and any additional gain or resulting loss recognized on the disposition
of the shares will be a capital gain or loss.  A capital gain or loss will be
long-term if the participant's holding period is more than 12 months.

         If the participant disposes of his or her shares more than two years
after the first day of the applicable Offering and more than one year after the
date of purchase, the participant will realize ordinary income in the year of
such disposition equal to the lesser of (i) the excess of the fair market value
of the shares on the date of disposition over the purchase price, or (ii) 15%
of the fair market value of the shares on the first day of the applicable
Offering.  Such ordinary income may be subject to withholding of income and
employment taxes.  The amount of any ordinary income will be added to the
participant's basis in the shares, and any additional gain recognized upon the
disposition after such basis adjustment will be long-


                                      14

<PAGE>   16
term capital gain.  If the fair market value of the shares on the date
of disposition is less than the purchase price, there will be no ordinary
income and any loss recognized will be a long-term capital loss.

         If the participant still owns the shares at the time of death, the
lesser of (i) the excess of the fair market value of the shares on the date of
death over the purchase price, or (ii) 15% of the fair market value of the
shares on the first day of the Offering in which the shares were purchased will
constitute ordinary income in the year of death.

         The Company will be entitled to a deduction in the year of a
disqualifying disposition equal to the amount of ordinary income recognized by
the participant as a result of the disposition.  In all other cases, no
deduction is allowed to the Company.

VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION

         The Company's management believes that the Purchase Plan is an
important incentive to retain and motivate qualified employees essential to the
success of the Company.  THEREFORE, THE BOARD OF DIRECTORS UNANIMOUSLY
R
ECOMMENDS A VOTE "FOR" THIS PROPOSAL TO AMEND THE PURCHASE PLAN TO INCREASE
THE NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER THE PURCHASE PLAN BY 300,000
SHARES.

         The affirmative vote of a majority of the votes present or represented
by proxy and entitled to vote at the Annual Meeting of Stockholders, at which a
quorum representing a majority of all outstanding shares of Common Stock of the
Company is present and voting, either in person or by proxy, is required for
approval of this proposal.  Abstentions and broker non-votes will each be
counted as present for purposes of determining the presence of a quorum.
Abstentions will have the same effect as a negative vote.  Broker non-votes, on
the other hand, will have no effect on the outcome of the vote.



                                   PROPOSAL 3

                APPROVAL OF AMENDMENTS TO 1982 STOCK OPTION PLAN

         Under the Company's 1982 Stock Option Plan (the "Option Plan"), the
Company has reserved 4,750,000 shares of the Company's Common Stock (subject to
adjustment in the event of a stock dividend, stock split, reverse stock split
or like change in the corporate structure of the Company) for issuance to
employees (including officers and employee directors), and consultants under
either incentive stock options meeting the requirements of section 422 of the
Code or originally nonqualified options for such grants which do not meet those
requirements.

         The Board may terminate or amend the Option Plan at any time.  The
approval of the Company's stockholders, however, is required to increase the
number of shares reserved for issuance thereunder or to change the class of
persons eligible to receive options under the Option Plan.  As of June 30,
1994, 2,008,580 shares of the Company's Common Stock were reserved for issuance
upon the exercise of previously granted and unexercised options and 2,498,810
shares had been issued under the Option Plan, leaving 242,610 shares available
for future grant.  On July 26, 1994 the Board of Directors granted pursuant to
the Option Plan options to purchase an aggregate of 958,000 shares, contingent
on stockholder approval of a share reserve increase to the Option Plan.  The
foregoing numbers for options granted and shares available for future grant do
not include such contingent option grants.

         In October 1994, the Board of Directors adopted an amendment to the
1982 Stock Option Plan, subject to stockholder approval, to increase the number
of shares reserved for issuance pursuant to the Option Plan by 1,600,000
shares.

         The Revenue Reconciliation Act of 1993 added section 162(m) to the
Code.  Under section 162(m), the allowable deduction for compensation paid or
accrued with respect to the chief executive





                                       15

<PAGE>   17
officer and each of the four most highly compensated executive officers of a
publicly-held corporation is limited to no more than $1,000,000 per year for
fiscal years beginning on or after January 1, 1994.  To enable the Company to
preserve the benefit of receiving a tax deduction for the full amount of income
recognized by the Company's executive officers upon exercise of stock options,
as discussed below, the Board of Directors also adopted an amendment to the
Option Plan, subject to stockholder approval, to provide that no optionee may
be granted options to purchase in excess of 100,000 shares per fiscal year,
provided, however, that the foregoing limit shall be 300,000 shares with
respect to options granted to any person during the first fiscal year of such
person's employment with the Company.  Grants by the Company typically do not
approach the foregoing limits.  However, because the change in the Code is
fairly new and subject to clarification by the Internal Revenue Service, there
can be no assurance that the Company will be able to continue to deduct all
compensation paid to its employees.

SUMMARY OF THE PROVISIONS OF THE OPTION PLAN

         The following summary of the Option Plan is qualified in its entirety
by the specific language of the Option Plan, a copy of which may be obtained
from the Company by any stockholder upon written request.

         The Option Plan is administered by the Board and/or by a duly
appointed committee of the Board having such powers as specified by the Board.
All employees (including directors who are also employees) and consultants of
the Company and its subsidiaries may be granted options under the Option Plan.
The Option Plan provides for the grant of incentive stock options within the
meaning of section 422 of the Code and nonqualified stock options.  Incentive
stock options may not be granted to consultants.  No optionee may be granted
options to purchase in excess of 100,000 shares per fiscal year, or 300,000
shares with respect to options granted to any person during the first fiscal
year of such person's employment with the Company (such limits to be adjusted
in the event of a stock dividend, stock split, reverse stock split or like
change in the corporate structure of the Company).  Absent approval of the
proposed amendments by the stockholders, there is no limit on the number of
shares that may be granted to any one optionee per fiscal year.  All options
must be granted, if at all, within 10 years from July 20, 1990.

         Options granted under the Option Plan must have an exercise price not
less than 100% of the fair market value of the Common Stock of the Company, as
determined by the Board, on the date that the option is granted.  The Board may
set the time or times within which each option is exercisable or the event or
events upon the occurrence of which all or a portion of each option shall be
exercisable and the term of each option, which may not exceed 10 years for
incentive stock options and 10 years and one day for nonqualified stock
options.  Unless otherwise specified by the Board, an option (i) becomes
exercisable ratably over 54 months beginning six months after the grant date
and (ii) terminates 10 years (10 years and one day for nonqualified stock
options) from the date of grant.

         Options may be exercised by payment of the exercise price (1) in cash,
by check or in cash equivalent, (2) by tender of shares of Common Stock of the
Company which (a) have a fair market value equal to the exercise price and (b)
have been owned by the optionee for more than six months or were not acquired
either directly or indirectly from the Company, or (3) by such other
consideration as the Board may approve at the time the option is granted.  The
Board has the authority under the Option Plan, with respect to optionees who
are not subject to Section 16(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), to permit such optionees to pay the exercise
price by assigning the proceeds of the sale of some or all of the shares
acquired by the exercise to the Company.  The Board also has the authority
under the Option Plan, with respect to optionees who are subject to Section
16(b) of the Exchange Act, to permit the payment of the exercise price by a
combination of cash for a part of the exercise price and the optionee's
promissory note for the balance.  No option may be exercised until the optionee
has made adequate provision for federal and state withholding obligations of
the Company, if any, relating to the exercise of the option.

         During the lifetime of the optionee, the option may be exercised only
by the optionee.  An option may not be transferred or assigned, except by will
or the laws of descent and distribution.





                                       16

<PAGE>   18
         In the event an optionee ceases to be an employee of the Company for
any reason, except death or disability, the optionee may exercise an option (to
the extent unexercised and exercisable on the date of termination of
employment) within one month after such date of termination of employment.  In
the event of termination of employment due to death or disability, an optionee
(or his legal representative) may exercise an option (to the extent unexercised
and exercisable on the date of termination of employment) within 12 months
after such date of termination of employment.  An optionee's employment will be
deemed to have terminated on account of death if the Optionee dies within three
months of such termination.  For consultants who are granted options,
termination of their status as a consultant constitutes termination of
employment.

         In the event of a merger or consolidation in which the stockholders of
the Company before such transaction do not retain, directly or indirectly, at
least a majority of the beneficial interest in the voting stock of the
surviving entity, or the sale of all or substantially all of the Company's
assets (other than to a subsidiary of the Company) all outstanding options will
become fully exercisable prior to the consummation of such transaction at such
times as the Board shall determine or the surviving or acquiring corporation,
as a condition precedent to the consummation of such transaction, shall assume
the outstanding options or issue substitute options in place thereof.

SUMMARY OF THE FEDERAL INCOME TAX CONSEQUENCES OF THE OPTION PLAN

         The following summary is intended only as a general guide as to the
United States federal income tax consequences under current law with respect to
participation in the Option Plan and does not attempt to describe all possible
federal or other tax consequences of such participation.  Furthermore, the tax
consequences of options are complex and subject to change, and a taxpayer's
particular situation may be such that some variation of the described rules is
applicable.  For example, special tax rules apply to affiliates of the Company
or if shares acquired upon the exercise of an option are unvested and therefore
subject to repurchase restrictions.

         Incentive Stock Options.  Options designated as incentive stock
options are intended to fall within the provisions of section 422 of the Code.
An optionee recognizes no taxable income as the result of the grant or exercise
of such an option.

         For optionees who do not dispose of their shares within two years
following the date the option was granted or within one year following the
transfer of the shares upon exercise of the option, the gain on sale of the
shares (which is defined to be the difference between the sale price and the
purchase price of the shares) will be taxed as long-term capital gain.  If an
optionee is entitled to long-term capital gain treatment upon a sale of the
shares, the Company will not be entitled to any deduction for federal income
tax purposes.  If an optionee disposes of shares within two years after the
date of grant or within one year from the date of exercise (a "disqualifying
disposition"), the lesser of (i) the difference between the option exercise
price and the fair market value of the shares on the determination date of the
option (see discussion under "Nonqualified Stock Options" below) or (ii) the
gain recognized on the disposition will be taxed as ordinary income at the time
of disposition.  Any additional gain and any loss will constitute a capital
gain or loss.  A capital gain or loss will be long-term if the optionee's
holding period is more than 12 months.  Generally, any ordinary income
recognized by the optionee upon the disposition of the shares should be
deductible by the Company for federal income tax purposes.

         The difference between the option exercise price and the fair market
value of the shares on the determination date of an incentive stock option (see
discussion under "Nonqualified Stock Options" below) is an adjustment in
computing the optionee's alternative minimum taxable income and may be subject
to an alternative minimum tax which is paid if such tax exceeds the regular tax
for the year.  Special rules may apply with respect to certain subsequent sales
of the shares in a disqualifying disposition, certain basis adjustments for
purposes of computing the alternative minimum taxable income on a subsequent
sale of the shares, and certain tax credits which may arise with respect to
optionees subject to the alternative minimum tax.





                                       17

<PAGE>   19
         Nonqualified Stock Options.  Nonqualified stock options have no
special tax status.  An optionee recognizes no taxable income as the result of
the grant of such an option.  Upon exercise of a nonqualified stock option, the
optionee recognizes ordinary income equal to the excess (if any) of the fair
market value of the shares on the determination date (as defined below) over
the purchase price of the shares.  Such ordinary income generally is subject to
withholding of income and employment taxes.  The "determination date" is the
date on which the option is exercised unless the shares are not vested and/or
the sale of the shares at a profit would subject the Optionee to suit under
Section 16(b) of the Exchange Act, in which case the determination date is the
later of (i) the date on which the shares vest or (ii) the date the sale of the
shares would no longer subject the Optionee to suit under Section 16(b) of the
Exchange Act.  If the determination date is after the exercise date, the
optionee may elect, pursuant to section 83(b) of the Code, to have the exercise
date be the determination date by filing an election with the Internal Revenue
Service not later than 30 days after the date the option is exercised.  Upon
the sale of shares acquired by the exercise of a nonqualified stock option, any
gain or loss, based on the difference between the sale price and the fair
market value on the determination date, will be taxed as capital gain or loss.
A capital gain or loss will be long-term if the optionee's holding period is
more than 12 months from the determination date of recognition of income.  No
tax deduction is available to the Company with respect to the grant of a
nonqualified stock option or the sale of the stock acquired pursuant to the
grant.  The Company should be entitled to a deduction equal to the amount of
ordinary income recognized by the optionee as a result of the exercise of a
nonqualified stock option if the Company satisfies any applicable tax
withholding requirements.

VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION

         The Company's management believes that the Option Plan is an important
incentive to retain and motivate qualified employees and is essential to the
success of the Company.  THEREFORE, THE BOARD OF DIRECTORS UNANIMOUSLY
R
ECOMMENDS A VOTE "FOR" THIS PROPOSAL TO AMEND THE OPTION PLAN TO INCREASE THE
NUMBER OF SHARES RESERVED FOR ISSUANCE UNDER THE OPTION PLAN BY 1,600,000
SHARES AND TO IMPLEMENT A PER OPTIONEE SHARE LIMITATION UNDER THE OPTION PLAN.

         The affirmative vote of a majority of the votes present or represented
by proxy and entitled to vote at the Annual Meeting of Stockholders, at which a
quorum representing a majority of all outstanding shares of Common Stock of the
Company is present and voting, either in person or by proxy, is required for
approval of this proposal.  Abstentions and broker non-votes will each be
counted as present for purposes of determining the presence of a quorum.
Abstentions will have the same effect as a negative vote.  Broker non-votes, on
the other hand, will have no effect on the outcome of the vote.



                                   PROPOSAL 4

                     APPOINTMENT OF INDEPENDENT ACCOUNTANTS

         The Board, upon recommendation of the Company's Audit Committee, has
selected Price Waterhouse as the independent accountants of the Company for
fiscal 1995.  Price Waterhouse has acted in such capacity since its appointment
for fiscal 1977.  A representative of Price Waterhouse, who will be present at
the Annual Meeting, will be given the opportunity to make a statement if he or
she so desires and will be available to respond to appropriate questions.

         In the event that ratification by the stockholders of the appointment
of Price Waterhouse as the Company's independent accountants is not obtained,
the Board will reconsider said appointment.

 
        THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" RATIFICATION OF PRICE
WATERHOUSE AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR FISCAL 1995.  The
affirmative vote of a majority of the votes cast at the Annual Meeting of
Stockholders, at which a quorum representing a majority of all outstanding
shares of Common Stock of the Company is present





                                       18

<PAGE>   20
and voting, either in person or by proxy, is required for approval of this
proposal.  Abstentions and broker non-votes will each be counted as present for
purposes of determining the presence of a quorum, but will not be counted as
having been voted on the proposal.


                     STOCKHOLDER PROPOSALS TO BE PRESENTED
                           AT THE NEXT ANNUAL MEETING

         Proposals of stockholders intended to be presented at the next Annual
Meeting of Stockholders of the Company (i) must be received by the Company at
its offices at 160 Rio Robles, San Jose, California 95134, no later than June
15, 1995, and (ii) must satisfy the conditions established by the Securities
and Exchange Commission for stockholder proposals to be included in the
Company's Proxy Statement for that meeting.


                         TRANSACTION OF OTHER BUSINESS

         At the date of this Proxy Statement, the only business which the Board
of Directors intends to present or knows that others will present at the
meeting is as set forth above.  If any other matter or matters are properly
brought before the meeting, or any adjournment thereof, it is the intention of
the proxy holders named in the accompanying Proxy to vote the Proxy on such
matters in accordance with their best judgment.


                                                     Paul E. Kreutz
                                                     Secretary

October 24, 1994





                                       19

<PAGE>   21





                          KLA INSTRUMENTS CORPORATION

                    PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
                      SOLICITED BY THE BOARD OF DIRECTORS


  The undersigned, revoking all prior proxies, hereby appoints Kenneth Levy and
Kenneth Schroeder, or either, with full power of substitution as proxies to
represent and vote as designated in this proxy any and all of the shares of
stock in KLA Instruments Corporation, held or owned by or standing in the name
of the undersigned on the Company's books on October 7, 1994 at the Annual
Meeting of Stockholders of the Company to be held at the principal executive
offices of the Company at 11:00 a.m. on November 16, 1994, and any continuation
or adjournment thereof, with all powers the undersigned would possess if
personally present at the meeting.

  The undersigned hereby directs and authorizes said proxies, and each of them,
or their substitute or substitutes, to vote as specified with respect to the
proposals listed on the reverse side, or, if no specification is made, to vote
in favor thereof.

  The undersigned hereby further confers upon said proxies, and each of them,
or their substitute or substitutes, discretionary authority to vote with
respect to all other matters, which may properly come before the meeting or any
continuation or adjournment thereof.
  
  The undersigned hereby acknowledges receipt of: (a) Notice of Annual Meeting
of Stockholders of the Company, (b) accompanying Proxy Statement, and (c)
Annual Report to Stockholders for the year ending June 30, 1994.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR AND FOR
PROPOSALS 2, 3 AND 4.

         /X/  PLEASE MARK VOTES AS IN THIS EXAMPLE.

         1.      Election of two (2) directors to Class II of the Board of 
Directors.

                 NOMINEES:  Leo Chamberlain and Dag Tellefsen

                       / /  FOR         / /  WITHHELD

           / /    _________________________________________
                  For both nominees except as noted above.


         2.      To approve an amendment to the 1981 Employee Stock Purchase 
Plan (the "Purchase Plan") to increase the number of shares reserved for 
issuance under the Purchase Plan by 300,000 shares.

                 / /  FOR        / /  AGAINST        / /  ABSTAIN 

         3.      To approve amendments to the 1982 Stock Option Plan (the
"Option Plan") to increase the number of shares reserved for issuance under the
Option Plan by 1,600,000 shares and to implement a per optionee share
limitation.
                 / /  FOR        / /  AGAINST        / /  ABSTAIN 


PA1\341463.01                                                           1

<PAGE>   22
         4.      To ratify the appointment of Price Waterhouse as independent
accountants of the Company for the fiscal year ending June 30, 1995.

                 / /  FOR       / /  AGAINST       / /  ABSTAIN

                 / /  MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW.





         Sign exactly as your name(s) appears on your stock certificate.  If
shares of stock are held in the name of two or more persons or in the name of
husband and wife, whether as joint tenants or otherwise, both or all of such
persons should sign the above Proxy.  If shares of stock are held by a
corporation, the Proxy should be executed by the President or Vice President
and the Secretary or Assistant Secretary.  Executors or administrators or other
fiduciaries who execute the above Proxy for a deceased shareholder should give
their full title.  Please date the Proxy.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO SIGN
AND PROPERLY MAIL THIS PROXY IN THE RETURN ENVELOPE SO THAT YOUR STOCK MAY BE
REPRESENTED AT THE MEETING.


Signature:  ________________________________        Date:  _____________________

Signature:  ________________________________        Date:  _____________________





PA1\341463.01                                                           2