APPLIED MATERIALS INC /DE — Director's Dealing 2010

Mar 4, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: APPLIED MATERIALS INC /DE (AMAT)
CIK: 0000006951
Period of Report: 2010-03-01

Reporting Person: Weatherford Yvonne (VP, Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-01	Common Stock	M	10000	$11.75	Acquired	207290	Direct
2010-03-01	Common Stock	S	10000	$12.4302	Disposed	197290	Direct
2010-03-01	Common Stock	M	14000	$11.75	Acquired	211290	Direct
2010-03-01	Common Stock	S	14000	$12.4302	Disposed	197290	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-01	Employee Stock Option (right to buy)	$11.75	M	10000	Disposed	2010-03-12	Common Stock (10000)	Direct
2010-03-01	Employee Stock Option (right to buy)	$11.75	M	14000	Disposed	2010-03-12	Common Stock (14000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3876.701	Indirect

Footnotes

F1: 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 also includes 94,500 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) 19,500 performance shares are scheduled to vest on 8/31/10, (b) 25,000 performance shares are scheduled to vest in two equal annual installments beginning 8/31/10; and (c) 50,000 performance shares are scheduled to vest in four equal annual installments beginning 2/1/11 (all vesting is subject to continued employment through each vest date).

F2: Increased number of shares reflects periodic payroll acquisitions under the 401(k) Plan that are exempt under Rule 16b-3.