Statement of Changes of Beneficial Ownership

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Martin Brian 		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)
Senior VP & General Counsel
(Last)          (First)          (Middle)

C/O KLA-TENCOR CORPORATION, ONE TECHNOLOGY DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/9/2011
(Street)

MILPITAS, CA 95035
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   2/9/2011     S    4748   D $46.0301   979   D    
Common Stock - Restricted Stock Units   (1)                74861   (2) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Each restricted stock unit ("RSU") represents a contingent right to receive one share of KLA-Tencor common stock.
( 2)  Does not include performance-based RSUs, if any, held by the Reporting Person for which an assessment has not yet been made regarding the achievement of the applicable performance goals. Any such holdings will be reported on Form 4 within two business days of the date such assessment is made.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Martin Brian
C/O KLA-TENCOR CORPORATION
ONE TECHNOLOGY DRIVE
MILPITAS, CA 95035

Senior VP & General Counsel

Signatures
Brian M. Martin 2/10/2011
** 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 control number. 
Exhibit 24.1



Limited Power of Attorney - Securities Law Compliance

        This statement confirms that the undersigned, as an executive officer of KLA-Tencor Corporation
(the "Corporation"), hereby appoints Jeffrey Eisenberg (in his role as corporate assistant secretary) the
undersigned's true and lawful attorney-in-fact and agent to:

1.      complete and execute Forms ID, 3, 4 and 5 and other forms (including any
amendments thereto) as such attorney-in-fact shall in his discretion determine to be
required or advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as
amended, the "Act") and the rules and regulations promulgated thereunder, or any successor laws
and regulations, as a consequence of or in connection with the undersigned's appointment as a director
of the Corporation, the undersigned's request for filing codes from the Securities and Exchange Commission ("SEC"),
or the undersigned's ownership, acquisition or disposition of securities of the Corporation; and

2.      to do all acts necessary in order to file such forms with the SEC, or any securities exchange
or national association, that the Corporation and such other person or agency as the
attorney-in-fact shall deem appropriate.

The undersigned hereby ratifies and confirms all that said attorney-in-fact and agent
shall do or cause to be done by virtue hereof.  The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned,
is not assuming, nor is the Corporation assuming, any of the undersigned's
responsibilities to comply with the Act.  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 ownership of and transactions in securities of the Corporation, unless
earlier revoked by the undersigned in a signed writing delivered to the Corporation and
the foregoing attorney-in-fact.

        This Limited Power of Attorney is executed at Milpitas, California as of the date
set forth below.

Signature: /s/ BRIAN M. MARTIN
Print Name: Brian M. Martin
Dated: February 10, 2011

Witness:

Signature: /s/ KERRY BIRD
Print Name: Kerry Bird
Dated: February 10, 2011