RESOLUTIONS OF THE
                                BOARD OF DIRECTORS OF
                                APPLIED MATERIALS, INC.

                                Adopted on June 23, 1999

                                AMENDMENT TO BYLAWS

RESOLVED, that Article III, Section 3.1, of the bylaws of the
corporation be amended to read as follows:

"3.1    Powers.  The business and affairs of the
corporation shall be managed by or under the direction of the
board of directors, except as otherwise provided in the General
Corporation Law of the State of Delaware or in the certificate of
incorporation."

RESOLVED FURTHER, that the Secretary of the corporation hereby is
directed to include in the corporate minute books copies of the
foregoing amendment to the bylaws of the corporation; and

RESOLVED FURTHER, that the proper officers of the corporation are,
and each hereby is, authorized and directed, jointly and severally, for
and on behalf and in the name of the corporation, to do or cause to be
done any and all acts, including but not limited to the execution and
delivery of any and all papers, agreements, documents, instruments and
certificates, as such officers may deem necessary or appropriate to
carry out the purposes and intent of the foregoing resolutions, and the
performance of any such acts, including but not limited to the execution
and delivery by such officers of any such papers, agreements, documents,
instruments and certificates, shall conclusively establish the authority
of such officers therefor; and

RESOLVED FURTHER, that any actions taken by such officers prior to
this action by the Board of Directors approving the foregoing
resolutions that are within the authority conferred hereby are hereby
ratified, confirmed and approved as the acts and deeds of the
corporation.