Sec Form 5 Filing - COHEN AVI @ KLA TENCOR CORP - 2006-06-30

FORM 5 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 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(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person COHEN AVI 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) VP, Pattern Solutions Group (Last) (First) (Middle) 160 RIO KOBLES 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2006 (Street) SAN JOSE, CA95130 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 3,196 ( 1 ) D Common Stock - Restricted Stock Units 33,333 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Non-Qualified Stock Option $ 26.25 11/10/2001 11/10/2010 Common Stock 8,750 8,750 D Non-Qualified Stock Option $ 29.31 10/02/2002 10/02/2011 Common Stock 22,500 22,500 D Non-Qualified Stock Option $ 32.75 04/04/2002 04/04/2011 Common Stock 8,750 8,750 D Non-Qualified Stock Option $ 33.75 10/27/2000 10/27/2009 Common Stock 24,000 24,000 D Non-Qualified Stock Option $ 34.67 11/08/2003 01/28/2013 Common Stock 12,500 12,500 D Non-Qualified Stock Option $ 37.05 11/08/2003 11/08/2012 Common Stock 6,250 6,250 D Non-Qualified Stock Option $ 40.66 10/27/2004 08/02/2014 Common Stock 6,000 6,000 D Non-Qualified Stock Option $ 41.79 09/21/2005 09/21/2014 Common Stock 75,000 75,000 D Non-Qualified Stock Option $ 44.6875 08/13/2001 08/13/2010 Common Stock 17,500 17,500 D Non-Qualified Stock Option $ 45.16 10/27/2004 04/26/2014 Common Stock 10,000 10,000 D Non-Qualified Stock Option $ 47.95 09/26/2006 09/26/2012 Common Stock 75,000 75,000 D Non-Qualified Stock Option $ 51.229 11/08/2003 07/30/2013 Common Stock 6,250 6,250 D Non-Qualified Stock Option $ 53.86 10/27/2004 10/27/2013 Common Stock 16,000 16,000 D Non-Qualified Stock Option $ 58.1 10/27/2004 01/27/2014 Common Stock 8,000 8,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COHEN AVI 160 RIO KOBLES SAN JOSE, CA95130 VP, Pattern Solutions Group Signatures Avi Cohen 08/11/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 574 shares purchased through the Employee Stock Purchase Plan during the fiscal year.

Remarks: Voluntary filing of form to show holdings as of 6/30/2006. No longer subject to Section 16 effective 8/3/2006.

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).

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