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 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 *
WOLIN HARRY A
   2. Issuer Name and Ticker or Trading Symbol
ADVANCED MICRO DEVICES INC [AMD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Grp VP, General Counsel
(Last)
(First)
(Middle)
ADVANCED MICRO DEVICES, INC., ONE AMD PLACE		 3. Date of Earliest Transaction (Month/Day/Year)
01/30/2004
(Street)

SUNNYVALE, CA 94088-3453		 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Employee Stock Option $ 14.86 01/30/2004   A   37,037   04/25/2005(1) 05/15/2010 Common Stock 37,037 (2) 37,037 D  
Employee Stock Option $ 14.86 01/30/2004   A   7,594   04/28/2006(3) 08/16/2010 Common Stock 7,594 (4) 7,594 D  
Employee Stock Option $ 14.86 01/30/2004   A   1,265   04/25/2006(5) 04/25/2011 Common Stock 1,265 (6) 1,265 D  
Employee Stock Option $ 14.86 01/30/2004   A   1,639   04/25/2006(7) 07/13/2011 Common Stock 1,639 (8) 1,639 D  
Employee Stock Option $ 14.86 01/30/2004   A   8,405   11/08/2004(9) 11/08/2011 Common Stock 8,405 (10) 8,405 D  
Employee Stock Option $ 14.86 01/30/2004   A   16,393   11/26/2005(11) 11/26/2011 Common Stock 16,393 (12) 16,393 D  
Employee Stock Option $ 14.86 01/30/2004   A   1,639   04/25/2006(13) 11/26/2011 Common Stock 1,639 (14) 1,639 D  
Employee Stock Option $ 14.86 01/30/2004   A   6,250   05/01/2008(15) 05/01/2013 Common Stock 6,250 (16) 6,250 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WOLIN HARRY A
ADVANCED MICRO DEVICES, INC.
ONE AMD PLACE
SUNNYVALE, CA 94088-3453		       Grp VP, General Counsel  

Signatures

 Harry A. Wolin   02/03/2004
**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) Grant of option to buy 37,037 shares to vest as follows: 31,744 shares on 7/28/04 and 5,293 shares on 4/25/05.
(2) Pursuant to an agreement between the reporting person and the Issuer, the option granted represents the replacement of an option granted to the reporting person on 5/15/02, which option was cancelled on July 28, 2003 in exchange for the future grant of a new option having a lower exercise price.
(3) Grant of option to buy 7,594 shares to vest as follows: 4,270 shares on 7/28/04, 1,424 shares monthly through 4/28/05 and remaining shares monthly through 4/28/06.
(4) Pursuant to an agreement between the reporting person and the Issuer, the option granted represents the replacement of an option granted to the reporting person on 8/16/00, which option was cancelled on July 28, 2003 in exchange for the future grant of a new option having a lower exercise price.
(5) Grant of option to buy 1,265 shares to vest as follows: 711 shares on 7/28/04, 26 shares on 8/25/04 and remaining shares monthly through 4/25/06.
(6) Pursuant to an agreement between the reporting person and the Issuer, the option granted represents the replacement of an option granted to the reporting person on 4/25/01, which option was cancelled on July 28, 2003 in exchange for the future grant of a new option having a lower exercise price.
(7) Grant of option to buy 1,639 shares to vest as follows: 921 shares on 7/28/04, 34 shares on 8/25/04 and remaining shares monthly through 4/25/06.
(8) Pursuant to an agreement between the reporting person and the Issuer, the option granted represents the replacement of an option granted to the reporting person on 7/13/01, which option was cancelled on July 28, 2003 in exchange for the future grant of a new option having a lower exercise price.
(9) Grant of option to buy 8,405 shares to vest as follows: 4,202 shares on 7/28/04 and 4,203 on 11/08/04.
(10) Pursuant to an agreement between the reporting person and the Issuer, the option granted represents the replacement of an option granted to the reporting person on 11/8/01, which option was cancelled on July 28, 2003 in exchange for the future grant of a new option having a lower exercise price.
(11) Grant of option to buy 16,393 shares to vest as follows: 3,688 shares on 7/28/04, 2,868 on 11/26/04 and 9,837 shares on 11/26/05.
(12) Pursuant to an agreement between the reporting person and the Issuer, the option granted represents the replacement of an option granted to the reporting person on 11/26/01, which option was cancelled on July 28, 2003 in exchange for the future grant of a new option having a lower exercise price.
(13) Grant of option to buy 1,639 shares to vest as follows: 921 shares on 7/28/04, 34 on 8/25/04 and remaining shares monthly through 4/25/06.
(14) Pursuant to an agreement between the reporting person and the Issuer, the option granted represents the replacement of an option granted to the reporting person on 11/26/01, which option was cancelled on July 28, 2003 in exchange for the future grant of a new option having a lower exercise price.
(15) Grant of option to buy 6,250 shares to vest as follows: 1,562 shares on 5/1/05 and remaining shares monthly through 5/1/08.
(16) Pursuant to an agreement between the reporting person and the Issuer, the option granted represents the replacement of an option granted to the reporting person on 5/1/03, which option was cancelled on July 28, 2003 in exchange for the future grant of a new option.

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