1


                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                  FORM 10-Q/A
(Mark One)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
          For the quarterly period ended:   December 31, 1994

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
        For the transition period from_____________ to ___________

                         COMMISSION FILE NUMBER 0-9992


                          KLA INSTRUMENTS CORPORATION
             (Exact name of registrant as specified in its charter)

                                                                     
               DELAWARE                                                    04-2564110
               --------                                                    ----------
(STATE OR OTHER JURISDICTION OF                                         (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                                         IDENTIFICATION NO.)




                                 160 Rio Robles
                              San Jose, California
                    (Address of principal executive offices)

                                     95134
                                   (Zip Code)

      Registrant's telephone number, including area code:  (408) 434-4200

                ______________________________________________


         Indicate by check mark whether the registrant  (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and  (2) has been subject to
such filing requirements for the past 90 days.

                          Yes  ___X___       No______


          Common shares outstanding at December 31, 1994:  23,224,000

                     THIS AMENDMENT 10-Q/A CONTAINS 4 PAGES
   2
                             FORM 10-Q/A AMENDMENT


           The registrant hereby amends Part II Item 4 Submission of Matters to
a Vote of Security holders by filing herewith Item 4 Submission of Matters to a
Vote of Security Holders.
   3
                                   SIGNATURES

           Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                          KLA INSTRUMENTS CORPORATION


                                          By: /s/    William Turner          
                                              -------------------------------
                                                     William Turner
                                          Vice President/Corporate Controller
Date: February 15, 1995
   4

                                    ITEM 4

              SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

An annual meeting of the stockholders was held on November 16, 1994 at the
Company's San Jose headquarters.

At the meeting Mr. Leo Chamberlain and Mr. Dag Tellefsen were elected directors
of the Company.  Mr. Kenneth Levy, Mr. Robert Lorenzini, Mr.  Samuel
Rubinovitz, Dr. Yoshio Nishi, and Mr. Kenneth Schroeder continued in the office
as directors after the meeting.

At the meeting four items were put to a vote of stockholders:

1.     Election of two directors

2.     Approval of an amendment to the 1981 Employee Stock Purchase Plan to
       increase the number of shares reserved for issuance under the Purchase
       Plan by 300,000 shares.

3.     Approval of an amendment to the 1982 Stock Option Plan to increase the
       number of shares reserved for issuance by 1,600,000 shares and to
       implement a per optionee share limitation.

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

The voting results were:



Item                             For           Against        Withheld       Abstain        No Vote
- ----                             ---           -------        --------       -------        -------
                                                                         

1.   Directors
     ---------
     Mr. Chamberlain          19,838,660              0          24,503
     Mr. Tellefsen            18,070,362              0       1,792,801

2.                            17,040,867        532,920                      32,141        2,257,235

3.                            12,993,823      4,529,327                      36,762        2,303,251

4.                            19,830,633          6,501                      26,029