content: <PAGE>
  
                        SECURITIES AND EXCHANGE COMMISSION
  
                              WASHINGTON, D.C.  20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
  
                         Pursuant to Section 13 or 15(d) of
                        the Securities Exchange Act of 1934
  
                                   March 29, 2000
                                ____________________
  
                  Date of Report (Date of earliest event reported)
  
                              APPLIED MATERIALS, INC.
                                ____________________
  
               (Exact name of registrant as specified in its charter)
  
  Delaware                            0-6920                       94-1655526
  _______________                 _______________              __________________
  (State or other                 (Commission                  (I.R.S. Employer
  jurisdiction of                 File number)                 Identification No.)
  incorporation)
  
  
                                 3050 Bowers Avenue
                               Santa Clara, CA  95054
                                ____________________
  
                      (Address of principal executive offices)
  
                                   (408) 727-5555
                                ____________________
  
                (Registrant's telephone number, including area code)
  
                                   Not applicable
                                ____________________
           (Former name or former address, if changed since last report)
  <PAGE>
  
  Item 2.    Acquisition or Disposition of Assets.
  
       On March 29, 2000, Applied Materials, Inc. ("Applied Materials") completed
  its acquisition of Etec Systems, Inc. ("Etec") in a stock-for-stock transaction.
  Pursuant to an Agreement and Plan of Reorganization (the "Merger Agreement"),
  dated as of January 12, 2000, by and among Applied Materials, Etec and Boston
  Acquisition Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of Applied
  Materials, Merger Sub was merged with and into Etec ("the Merger"), with Etec
  being the surviving corporation. As a result of the Merger, Etec became a
  wholly-owned subsidiary of Applied Materials. In connection with the Merger: (a)
  each outstanding share of Etec common stock will be exchanged for 1.298 shares
  of Applied Materials common stock (or 0.649 of a share of Applied Materials
  common stock on a pre-stock dividend basis), resulting in the issuance of
  32,908,578 shares of Applied Materials common stock for all outstanding shares
  of Etec common stock, and (b) all options to purchase shares of Etec common
  stock outstanding immediately prior to the consummation of the Merger were
  converted into options to purchase shares of Applied Materials common stock. The
  description contained in this Item 2 of the transactions consummated pursuant to
  the terms and conditions of the Merger Agreement is qualified in its entirety by
  reference to the full text of the Merger Agreement, a copy of which is attached
  to this Report as Exhibit 2.1.
  
       The Merger is intended to qualify as a tax-free reorganization under the
  Internal Revenue Code of 1986, as amended, and is expected to be accounted for
  as a "pooling-of-interests."  A copy of the press release announcing the
  consummation of the Merger is attached hereto as Exhibit 99.1.
  
       Etec is a leader in patterning solutions for the semiconductor and
  electronics industries.  Etec designs, develops, manufactures and markets
  electron and laser beam systems that produce high-precision masks, which are
  used to print circuit patterns onto semiconductor wafers.
  
  Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits
  
             (a)   Financial Statements
  
                   Not applicable.
  
             (b)   Pro Forma Financial Information
  
                   Not applicable.
  
             (c)   Exhibits
  
                   The following Exhibits are filed as part of this report:
  
                   Exhibit    Description
                   -------    -----------
  
                   2.1        Agreement and Plan of Reorganization, dated as of
                              January 12, 2000, by and among Applied Materials,
                              Inc., Boston Acquisition Sub, Inc. and Etec Systems,
                              Inc. (incorporated herein by reference to Exhibit
                              2.1 to Applied Materials, Inc.'s Registration
                              Statement on Form S-4 (No. 333-96427) filed
                              February 8, 2000, as amended).
  
                   99.1       Press Release of Applied Materials, Inc. dated
                              March 29, 2000.
  <PAGE>
  
                                     SIGNATURE
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
                                         APPLIED MATERIALS, INC.
  
  Dated:  April 10, 2000                 By:  /s/ JOSEPH J. SWEENEY
                                         ---------------------------------------
                                         Joseph J. Sweeney
                                         Group Vice President
                                         Legal Affairs and Intellectual Property
  <PAGE>
  
                                EXHIBIT INDEX
  
  EXHIBIT
  NUMBER  DESCRIPTION
  
  2.1     Agreement and Plan of Reorganization, dated as of January 12, 2000, by
          and among Applied Materials, Inc., Boston Acquisition Sub, Inc. and
          Etec Systems, Inc. (incorporated herein by reference to Exhibit 2.1 to
          Applied Materials, Inc.'s Registration Statement on Form S-4 (No. 333-
          96427) filed February 8, 2000, as amended).
  
  99.1    Press Release of Applied Materials, Inc. dated March 29, 2000.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 5852}]
metadata_filer: {"company-data": {"conformed-name": "APPLIED MATERIALS INC /DE", "cik": "0000006951", "assigned-sic": "3559", "irs-number": "941655526", "state-of-incorporation": "DE", "fiscal-year-end": "1026"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "002-45028", "film-number": "599018"}, "business-address": {"street1": "3050 BOWERS AVE", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "4085632682"}, "mail-address": {"street1": "3050 BOWERS AVE", "city": "SANTA CLARA", "state": "CA", "zip": "95054"}, "former-company": {"former-conformed-name": "APPLIED MATERIALS TECHNOLOGY INC", "date-changed": "19730319"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                              WASHINGTON, D.C.  20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                         Pursuant to Section 13 or 15(d) of
                        the Securities Exchange Act of 1934
  
                                   March 29, 2000
                                ____________________
  
                  Date of Report (Date of earliest event reported)
  
                              APPLIED MATERIALS, INC.
                                ____________________
  
               (Exact name of registrant as specified in its charter)
  
  Delaware                            0-6920                       94-1655526
  _______________                 _______________              __________________
  (State or other                 (Commission                  (I.R.S. Employer
  jurisdiction of                 File number)                 Identification No.)
  incorporation)
  
                                 3050 Bowers Avenue
                               Santa Clara, CA  95054
                                ____________________
  
                      (Address of principal executive offices)
  
                                   (408) 727-5555
                                ____________________
  
                (Registrant's telephone number, including area code)
  
                                   Not applicable
                                ____________________
           (Former name or former address, if changed since last report)
  Item 2.    Acquisition or Disposition of Assets.
  
       On March 29, 2000, Applied Materials, Inc. ("Applied Materials") completed
  its acquisition of Etec Systems, Inc. ("Etec") in a stock-for-stock transaction.
  Pursuant to an Agreement and Plan of Reorganization (the "Merger Agreement"),
  dated as of January 12, 2000, by and among Applied Materials, Etec and Boston
  Acquisition Sub, Inc. ("Merger Sub"), a wholly-owned subsidiary of Applied
  Materials, Merger Sub was merged with and into Etec ("the Merger"), with Etec
  being the surviving corporation. As a result of the Merger, Etec became a
  wholly-owned subsidiary of Applied Materials. In connection with the Merger: (a)
  each outstanding share of Etec common stock will be exchanged for 1.298 shares
  of Applied Materials common stock (or 0.649 of a share of Applied Materials
  common stock on a pre-stock dividend basis), resulting in the issuance of
  32,908,578 shares of Applied Materials common stock for all outstanding shares
  of Etec common stock, and (b) all options to purchase shares of Etec common
  stock outstanding immediately prior to the consummation of the Merger were
  converted into options to purchase shares of Applied Materials common stock. The
  description contained in this Item 2 of the transactions consummated pursuant to
  the terms and conditions of the Merger Agreement is qualified in its entirety by
  reference to the full text of the Merger Agreement, a copy of which is attached
  to this Report as Exhibit 2.1.
  
       The Merger is intended to qualify as a tax-free reorganization under the
  Internal Revenue Code of 1986, as amended, and is expected to be accounted for
  as a "pooling-of-interests."  A copy of the press release announcing the
  consummation of the Merger is attached hereto as Exhibit 99.1.
  
       Etec is a leader in patterning solutions for the semiconductor and
  electronics industries.  Etec designs, develops, manufactures and markets
  electron and laser beam systems that produce high-precision masks, which are
  used to print circuit patterns onto semiconductor wafers.
  
  Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits
  
             (a)   Financial Statements
  
                   Not applicable.
  
             (b)   Pro Forma Financial Information
  
                   Not applicable.
  
             (c)   Exhibits
  
                   The following Exhibits are filed as part of this report:
  
                   Exhibit    Description
                   -------    -----------
  
                   2.1        Agreement and Plan of Reorganization, dated as of
                              January 12, 2000, by and among Applied Materials,
                              Inc., Boston Acquisition Sub, Inc. and Etec Systems,
                              Inc. (incorporated herein by reference to Exhibit
                              2.1 to Applied Materials, Inc.'s Registration
                              Statement on Form S-4 (No. 333-96427) filed
                              February 8, 2000, as amended).
  
                   99.1       Press Release of Applied Materials, Inc. dated
                              March 29, 2000.
  SIGNATURE
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                         APPLIED MATERIALS, INC.
  
  Dated:  April 10, 2000                 By:  /s/ JOSEPH J. SWEENEY
                                         ---------------------------------------
                                         Joseph J. Sweeney
                                         Group Vice President
                                         Legal Affairs and Intellectual Property
  EXHIBIT INDEX
  
  EXHIBIT
  NUMBER  DESCRIPTION
  
  2.1     Agreement and Plan of Reorganization, dated as of January 12, 2000, by
          and among Applied Materials, Inc., Boston Acquisition Sub, Inc. and
          Etec Systems, Inc. (incorporated herein by reference to Exhibit 2.1 to
          Applied Materials, Inc.'s Registration Statement on Form S-4 (No. 333-
          96427) filed February 8, 2000, as amended).
  
  99.1    Press Release of Applied Materials, Inc. dated March 29, 2000.