APPLIED MATERIALS INC /DE — Director's Dealing 2007

Dec 22, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2007-12-19

Reporting Person: Davis George S (Senior Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-12-19	Common Stock	F	19354	$17.59	Disposed	369576.5476	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	220	Indirect
Common Stock	1313.50	Indirect

Footnotes

F1: Represents shares that were automatically withheld to cover tax withholding obligations in a transaction exempt under Rule 16b-3.

F2: Number of shares includes 329,000 performance shares (restricted stock units) previously reported that in the future will be converted on a one-for-one basis into shares of Applied Materials, Inc. common stock upon vesting, which vesting is scheduled to occur as follows: (a) 4,000 performance shares are scheduled to vest in two equal annual installments beginning 8/31/08, (b) 150,000 performance shares are scheduled to vest in three equal annual installments beginning 12/19/08, and (c) provided specified performance goals are achieved, 175,000 performance shares are scheduled to vest no earlier than in four equal annual installments beginning 12/19/08 (all vesting is subject to continued employment).

F3: Increased number of shares reflects periodic allocation of accrued interest (which interest was automatically converted into shares) to all participants under 401(k) Plan that are exempt under Rule 16b-3.