APPLIED MATERIALS INC /DE — Director's Dealing 2008

Dec 24, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2008-12-19

Reporting Person: Thakur Randhir (SVP & General Manager)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-19	Common Stock	F	7039	$10.13	Disposed	218461	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1607.62	Indirect

Footnotes

F1: Represents shares that were automatically withheld upon vesting of performance shares (restricted stock units) to cover tax withholding obligations in a transaction exempt under Rule 16b-3.

F2: Number of shares includes 205,313 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) 19,687 performance shares are scheduled to vest on 12/19/09; (b) 39,376 performance shares are scheduled to vest in two equal annual installments beginning 12/19/10; and (c) provided specified performance goals are achieved, 146,250 performance shares are scheduled to vest no earlier than in three equal annual installments beginning 12/19/09 (all vesting is subject to continued employment).

F3: Increased number of shares reflects periodic payroll acquisitions, dividend reinvestment and 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.