APPLIED MATERIALS INC /DE — Director's Dealing 2008

Sep 4, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2008-08-31

Reporting Person: SPLINTER MICHAEL R (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-08-31	Common Stock	F	4469	$17.92	Disposed	933964	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	300000	Indirect
Common Stock	253.267	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: Increased number of shares reflects periodic payroll acquisitions under Employees' Stock Purchase Plan that are exempt under Rule 16a-10 and Rule 16b-3. Number of shares includes (a) 112,500 shares of restricted stock previously reported that are scheduled to vest in three equal annual installments beginning 12/19/08 (subject to continued employment), (b) 100,000 shares of restricted stock previously reported that, provided specified performance goals are achieved, are scheduled to vest no earlier than in four equal annual installments beginning 12/19/08 (subject to continued employment), and (c) 625,000 performance shares (or restricted stock units) previously reported that in the future will be converted on a one-for-one basis into shares of Applied Materials, Inc. (Continued in footnote 3)

F3: common stock upon vesting, which vesting is scheduled to occur as follows: 12,500 performance shares are scheduled to vest on 8/31/09; 262,500 performance shares are scheduled to vest in three equal annual installments beginning 12/19/08; and, provided specified performance goals are achieved, 350,000 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).

F4: Increased number of shares reflects 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.