AMENDMENT NO. 2 TO THE
                            APPLIED MATERIALS, INC.
                          1995 EQUITY INCENTIVE PLAN

APPLIED MATERIALS, INC. (the "Company"), having adopted the
Applied Materials, Inc. 1995 Equity Incentive Plan (the "Plan"), and
having amended the Plan on one prior occasion, hereby amends the Plan as
follows:

1.        Effective as of December 10, 1998, Section 2.39 is
amended by substituting the following for the first sentence thereof:

"Retirement" means, in the case of an Employee, a
Termination of Service by an Employee who at the
time of the Termination has both (a)  attained at
least age 60, and (b) completed at least 10 Years
of Service.  For this purpose, "Years of Service"
means the number of full months from the Employee's
latest hire date with the Company or an Affiliate
to the date in question, divided by 12.  The
Employee's latest hire date shall be determined
after giving effect to the non-401(k) Plan
principles of North American Human Resources Policy
No. 2-06, Re-Employment of Former
Employees/Bridging of Service, as such Policy may
be amended or superseded from time to time.
Notwithstanding the preceding, in the case of any
Option granted to any Employee prior to December
10, 1998, "Retirement" means a Termination of
Service by reason of the Employee's retirement at
or after his or her normal retirement date under
the Applied Materials, Inc. Employee Savings and
Retirement Plan, or any successor plan.

        2.  Effective as of December 10, 1997, Section 4.1 is
amended by deleting the numeral 18,600,000 from the first sentence
thereof and substituting the numeral 55,200,000 therefor.

IN WITNESS WHEREOF, the Company, by its duly authorized
officer, has executed this Amendment No. 2 on the date indicated below.


                                     APPLIED MATERIALS, INC.

Dated:  June 9, 1999                 By /s/ Donald A. Slichter
                                     Title: Secretary