Applied Materials

(AMAT) - Get Report

posted second-quarter earnings of 55 cents a share, in line with the 27-analyst estimate and up from the year-ago 18-cent profit. The company, which makes semiconductor-chip-making equipment, saw sales jump to $2.19 billion, an 87% increase from the year-ago report of $1.17 billion. New orders grew 19% to $2.93 billion from the first quarter, and were twice last year's $1.46 billion.

Applied Materials forecasted third-quarter earnings between 64 cents to 68 cents a share, topping the 25-analyst estimate of 62 cents a share, while chip-making-equipment orders should hit $3 billion.

For more on Applied Materials

first-quarter earnings, check out

TheStreet.com/NYTimes.com

coverage.

Microsoft

(MSFT) - Get Report

filed its counterproposal to the government's

breakup plan Wednesday, asking instead for a remedy involving limits on its business practices.

The proposal asks Judge Thomas Penfield Jackson, who has ruled the software company violated antitrust laws, to set restrictions governing its license agreements with computer makers. The restrictions would prohibit Microsoft from withholding license agreements from companies that ship or promote operating systems other than its ubiquitous Windows system.

The proposal would also require Microsoft to allow computer makers to ship versions of Windows that do not include Internet Explorer, the company's Web browser, as a default browser.

----

Michael Brick

In other postclose news (earnings estimates from

First Call/Thomson Financial

; earnings reported on a diluted basis unless otherwise specified):

Mergers, acquisitions and joint ventures

Policy Management

(PMS)

said it was negotiating a possible $700 million agreement with

EDS

(EDS)

. Policy Management executive vice president and general counsel Steve Morrison told

Reuters

in a telephone interview that the company signed a confidentiality pact, giving EDS the go-ahead to examine its non-public financial information. Last month, EDS suggested a possible acquisition for Policy Management for $18 to $20 a share.

SDL

(SDLI)

, a telecom-equipment maker, said it entered a $1.8 billion cash and stock deal to buy closely held

Photonic Integration Research

. According to the terms, SDL would pay $31.25 million in cash and 10.2 million shares for the company, which makes fiber-optic enhancement products.

Earnings/revenue reports

First Data

(FDC) - Get Report

set a $1 billion-share buy-back.

Fox Entertainment

(FOX) - Get Report

posted third-quarter earnings of 3 cents a share, a penny better than the nine-analyst estimate and up from the year-ago 1-cent profit.

News Corp

(NWS) - Get Report

posted third-quarter earnings of 18 cents a share, in line with the eight-analyst estimate and a penny better than the year-ago report.

QLogic

(QLGC)

reported fourth-quarter earnings of 24 cents a share, beating the six-analyst estimate of 21 cents a share and up from the year-ago 11-cent profit.

Serena Software

(SRNA)

posted first-quarter earnings of 13 cents a share, topping the three-analyst estimate of 9 cents and up from the year-ago report of 7 cents a share.

Trans World Entertainment

(TWMC) - Get Report

reported first-quarter earnings of 18 cents a share, beating the three-analyst estimate of 14 cents and up from the year-ago 12-cent profit.

W.R. Grace

(GRA) - Get Report

said it sees a 7% increase in annual revenue growth, which would propel double-digit earnings. Chairman, President and CEO Paul J. Norris told investors that revenue should be $2 billion, edging out the 1999 report of $1.5 billion. W.R Grace also set a stock buy-back of up to 12 million shares.

24/7 Media

(TFSM)

reported a first-quarter loss of 44 cents a share, narrower than the 12-analyst estimate of a 53-cent loss but wider than the year-ago 29-cent loss.

Offerings and stock actions

Power-One

(PWER)

set a 3-for-2 stock split.

SEI Investments

(SEIC) - Get Report

set a 3-for-1 stock split.

Miscellany

MP3.com

(MPPP)

said it would not allow users to access major label songs contained in its data base, while it works toward settling a copyright infringement suit brought on by major record companies. Last month, a district judge decided that the company violated copyrights held by major record labels, including

Time Warner's

(TWX)

Warner Brothers Music

,

Sony Music Entertainment

and

Seagram's

(VO) - Get Report

through the development of its

my.mp3.com

data base. The database gives users the capability to obtain and store music digitally, and then retrieve it using any computer.

Sony Computer Entertainment America

, a division of

Sony

(SNE) - Get Report

, said at the

Electronic Equipment Expo

that its

PlayStation 2

will hit shelves in the U.S. on Oct. 26. The entertainment system, which has already been launched in Japan, will carry the suggested retail price of $299. One million units will be shipped to the U.S. for its debut in October.

For a look into this evening's after-hours trading action, please check out

TheStreet.com's

The Night Watch.