APPLIED MATERIALS INC /DE — Director's Dealing 2008

Aug 19, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2008-08-14

Reporting Person: Kerschbaum Manfred (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-08-14	Common Stock	M	40000	$16.275	Acquired	390689	Direct
2008-08-14	Common Stock	S	40000	$19.114	Disposed	350689	Direct
2008-08-14	Common Stock	M	70000	$16.275	Acquired	420689	Direct
2008-08-14	Common Stock	S	70000	$19.114	Disposed	350689	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-08-14	Employee Stock Option (right to buy)	$16.275	M	40000	Disposed	2008-10-19	Common Stock (40000)	Direct
2008-08-14	Employee Stock Option (right to buy)	$16.275	M	70000	Disposed	2008-10-19	Common Stock (70000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10627.86	Indirect

Footnotes

F1: Number of shares includes 313,750 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) 20,000 performance shares are scheduled to vest in two equal annual installments beginning 8/31/08, (b) 168,750 performance shares are scheduled to vest in three equal annual installments beginning 12/19/08, and (c) provided specified performance goals are achieved, 125,000 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).

F2: 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.