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: KIFER RON (Group VP & CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-08-31	Common Stock	F	16532	$17.92	Disposed	158172	Direct

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 115,250 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) 24,000 performance shares are scheduled to vest on 8/31/09; (b) 45,000 performance shares are scheduled to vest in two equal annual installments beginning 8/31/09; (c) 8,750 performance shares are scheduled to vest in two equal annual installments beginning 5/1/09; and (d) 37,500 performance shares are scheduled to vest in three equal annual installments beginning 8/31/09 (all vesting is subject to continued employment).