AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT


        THIS AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT ("Amendment") is
entered into as of the 28th day of April, 1999 by and between DEUTSCHE
FINANCIAL SERVICES (UK) LIMITED ("Purchaser") and APPLIED MATERIALS,
INC. ("Seller").

RECITALS

        A.  Purchaser and Seller are parties to that certain Receivables
Purchase Agreement dated as of January 26, 1999 (as amended from time to
time, the "Purchase Agreement"). Capitalized terms used but not defined
herein shall have the meanings given them in the Purchase Agreement.

        B.  Pursuant to the terms of the Purchase Agreement, Purchaser
purchased from Seller certain Receivables, as defined therein.

        C. The parties now desire to provide for the purchase of a new
pool of Receivables.

        D.  The parties now desire to amend certain terms and conditions
of the Purchase Agreement, on and subject to the terms hereof.

        NOW, THEREFORE, in consideration of the forgoing premises and for
other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:

        The Purchase Agreement is hereby amended as follows:

        (1)  Schedule B is hereby deleted in its entirety and replaced
with the new Schedule B attached hereto.

        (2)  Notwithstanding the foregoing, the transactions contemplated
by this Amendment shall not be effective until the satisfaction of the
following terms and conditions:

                (a)  Seller shall have satisfied all of the conditions
precedent to such Purchase as are described more fully in Section 9.2 of
the Purchase Agreement, which include but are not limited to preparation
and delivery to Purchaser of: (i) the new Schedule B referred to herein,
(ii) a new Receivables Purchase Settlement Statement for the Receivables
described herein, (iii) new UCC Searches, and (iv) new UCC-1s.

                (b)  Seller shall have delivered such other documents,
certificates, submissions, instruments, and agreements as reasonably
requested by Purchaser relating to the transactions herein contemplated.

        (3)  Miscellaneous.  The terms of the Purchase Agreement and the
other documents executed and delivered in connection therewith are
hereby ratified and reaffirmed and shall remain in full force and
effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.

                                        APPLIED MATERIALS, INC.


                                        By: /s/ Nancy H. Handel
                                        Print Name:  Nancy H. Handel
                                        Title:  Vice President, Global Finance
                                                & Treasurer

                                        By: /s/ Joseph R. Bronson
                                        Print Name: Joseph R. Bronson
                                        Title: Senior Vice President,
                                               Chief Financial Officer &
                                               Chief Administrative Officer


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                                        DEUTSCHE FINANCIAL SERVICES (UK) LIMITED


                                        By: Richard C. Goldman
                                        Print Name: Richard C. Goldman
                                        Title: Director


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                                   SCHEDULE B



                               ACCEPTABLE OBLIGORS



        The following Obligors shall be deemed acceptable, subject in all
events to the terms of the Purchase Agreement and subject further to the
maximum Outstanding Balance limitation set forth opposite such Obligor's
name, which additionally are subject, in all events to the A/R Limit:

        OBLIGOR                                        MAXIMUM OUTSTANDING
                                                        BALANCE LIMITATION

Advanced Micro Devices-Saxony                           $  [     *     ]

IBM Deutschland                                         $  [     *     ]

Infineon Technologies AG                                $  [     *     ]

Intel Electronics Ltd.                                  $  [     *     ]

Micron Technology Italia S.R.L.                         $  [     *     ]

Philips Bedrijven                                       $  [     *     ]

STMicroelectronics                                      $  [     *     ]

TOTAL                                                   $  [     *     ]

The effective date of this Schedule B shall be April 29, 1999.  Only one
Schedule B, the one reflecting the most recent date, shall be in force
at any time with respect to the Agreement.  Any previous Schedule Bs are
replaced in their entirety by this Schedule B.


*Confidential portions omitted and filed separately with the Securities
and Exchange Commission.

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