Filed pursuant to Rule 433

Filed pursuant to Rule 433
Registration No. 333-150473

Pricing Term Sheet
April 29, 2008



Final Terms and Conditions as of April 29, 2008

The following information supplements the preliminary prospectus dated April 28, 2008


Issuer:    KLA-Tencor Corporation
Ratings:    Baa1 / BBB / BBB
Format:    SEC Registered
Ranking:    Senior Unsecured
Trade Date:    April 29, 2008
Settlement Date (T+3):    May 2, 2008
Securities:    Senior Notes due 2018
Principal Amount:    $750,000,000
Maturity Date:    May 1, 2018
Price to Public:    99.276%
Coupon:    6.900%
Yield to Maturity:    7.002%
Spread to Benchmark Treasury:    T + 320 basis points
Benchmark Treasury:    T 3.500% due 02/15/2018
Benchmark Treasury Yield:    3.802%
Coupon Payment Dates:    November 1 and May 1
First Coupon Payment Date:    November 1, 2008
Make-Whole Call:    T + 50 basis points
Denominations:    $2,000 X $1,000
Day Count:    30/360
CUSIP# / ISIN#    482480 AA8 / US482480AA80
Mandatory Offer to Repurchase Notes:    In the event of a “Change of Control Triggering Event”, as defined in the preliminary prospectus, at 101% of their principal amount, plus accrued and unpaid interest.

Sole Book-Running Manager:

   Merrill Lynch, Pierce, Fenner & Smith Incorporated
Joint Lead Managers:   

Lehman Brothers Inc.

Credit Suisse Securities (USA) LLC


The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free to Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-866-500-5408.

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