FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * PLOFSKY JORDAN   2. Issuer Name and Ticker or Trading Symbol ALTERA CORP [ALTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior VP, Marketing (Last) (First) (Middle) 101 INNOVATION DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 01/29/2009 (Street) SAN JOSE, CA 95134 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/29/2009   A   40,000 (1) A (2) 109,583 D   Common Stock 01/30/2009   M   10,000 A $ 0 119,583 (3) D   Common Stock 01/30/2009   F   3,933 (4) D $ 15.38 115,650 (5) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Unit (RSU)

(2)

01/30/2009

M

10,000

01/30/2008

(6)

Common Stock

10,000

$ 0

10,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PLOFSKY JORDAN 101 INNOVATION DRIVE SAN JOSE, CA 95134			Senior VP, Marketing

Signatures

Jordan Plofsky		02/02/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The Compensation Committee of Altera Corporation's Board of Directors previously approved a grant effective on April 28, 2008 of performance based Restricted Stock Units such that 100% of the vesting would be contingent on the Company achieving net income from continuing operations as a percentage of revenue of 20% or greater in 2008. If the Company achieves the performance metric, the RSUs will vest 25% annually commencing April 30, 2009. Effective Jan 29, 2009 the Compensation Committee certified that the Company achieved the performance metric for fiscal year 2008.
(2)	Each restricted stock unit represents a contigent right to receive one share of the Issuer's common stock at no cost.
(3)	Includes 228 shares acquired under Altera Corporation 1987 Employee Stock Purchase Plan.
(4)	Shares withheld to cover required tax withholding on RSU shares released January 30, 2009.
(5)	Includes common stock and performance-based restricted stock units subject to vesting over a period of time.
(6)	The RSU Award shares shall vest and become subject to release over a four (4) year period measured from the date of Award, provided that the Insider continues to serve as an employee on such dates.

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