SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
MARKS MICHAEL E

(Last) (First) (Middle)
C/O KLA-TENCOR CORPORATION
160 RIO ROBLES

(Street)
SAN JOSE CA 95130

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/05/2003
3. Issuer Name and Ticker or Trading Symbol
KLA TENCOR CORP [ KLAC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
No securities are beneficially owned.
By: Stuart J. Nichols For: Michael E. Marks 11/07/2003
** 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 5 (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.
Limited Power of Attorney - Securities Law Compliance
	LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE


The undersigned, as an officer or director of KLA-Tencor Corporation
(the "Corporation"), hereby constitutes and appoints Stuart J. Nichols
and John H Kispert, and each of them, the undersigned's true and lawful
attorney-in-fact and agent to complete and execute such Forms 144, Forms
3, 4 and 5 and other forms as such attorney shall in his or her discretion
determine to be required or advisable pursuant to Rule 144 promulgated under
the Securities Act of 1933 (as amended), Section 16 of the Securities Exchange
Act of 1934 (as amended) and the rules and regulations promulgated thereunder,
or any successor laws and regulations, as a consequence of the undersigned's
ownership, acquisition or disposition of securities of the Corporation, and
to do all acts necessary in order to file such forms with the Securities and
Exchange Commission, any securities exchange or national association, the
Corporation and such other person or agency as the attorney shall deem
appropriate.
The undersigned hereby ratifies and confirms all that said attorneys-in-fact
and agents shall do or cause to be done by virtue hereof.

This Limited Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5 with respect
to the undersigned's holdings of and transactions in securities issued by
the Corporation unless earlier revoked by the undersigned in a writing
delivered to the foregoing attorneys-in-fact.

This Limited Power of Attorney is executed as of the date set forth below.


___Michael E. Marks
Signature


	Dated: November 6, 2003


Witness:


                Jill Cartagena


Dated:   November 6, 2003