FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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. Date of Event Requiring Statement (Month/Day/Year)
12/10/2003		 3. Issuer Name and Ticker or Trading Symbol
ADVANCED MICRO DEVICES INC [AMD]
(Last)
(First)
(Middle)
ADVANCED MICRO DEVICES, INC., ONE AMD PLACE		 4. 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
 5. If Amendment, Date Original Filed(Month/Day/Year)
12/18/2003
(Street)

SUNNYVALE, CA 94088-3453		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 11,704
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option 04/25/2004(1) 05/15/2010 Common Stock 70,000 $ 42.13 (2) D  
Employee Stock Option 04/25/2004(3) 05/15/2010 Common Stock 2,000 $ 0.01 D  
Employee Stock Option 04/28/2005(4) 08/16/2010 Common Stock 12,000 $ 32.1 (5) D  
Employee Stock Option 04/25/2005(6) 04/25/2011 Common Stock 2,000 $ 26.9 (7) D  
Employee Stock Option 04/25/2005(8) 07/13/2011 Common Stock 2,000 $ 21.08 (9) D  
Employee Stock Option 04/25/2005(10) 10/29/2011 Common Stock 2,000 $ 9.56 D  
Employee Stock Option 11/08/2003(11) 11/08/2011 Common Stock 10,255 $ 12.4 (12) D  
Employee Stock Option 11/26/2004(13) 11/26/2011 Common Stock 20,000 $ 14.15 (14) D  
Employee Stock Option 04/25/2005(15) 11/26/2011 Common Stock 2,000 $ 14.15 (16) D  
Employee Stock Option 04/24/2006(17) 04/24/2012 Common Stock 5,750 $ 11.69 D  
Employee Stock Option 04/24/2006(18) 07/24/2012 Common Stock 5,750 $ 8.46 D  
Employee Stock Option 04/24/2006(19) 10/24/2012 Common Stock 5,750 $ 5.92 D  
Employee Stock Option 04/24/2006(20) 10/24/2012 Common Stock 5,750 $ 5.92 D  
Employee Stock Option 12/18/2006(21) 12/18/2012 Common Stock 10,000 $ 6.67 D  
Employee Stock Option 05/01/2007(22) 05/01/2013 Common Stock 6,250 $ 7.36 (23) 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 02/19/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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 option provides for vesting of 24,000 shares on April 25, 2001, 18,000 shares on April 25, 2002, 18,000 shares on April 25, 2003 and 10,000 shares on April 25, 2004.
(2) On July 28, 2003, the Issuer canceled, pursuant to the Issuer's option exchange program, an option granted to the reporting person on May 15, 2000. In exchange, the reporting person will receive a replacement option on or after January 29, 2004, having an exercise price of the underlying stock on the grant date.
(3) The option provides for vesting of 2,000 shares on April 25, 2004.
(4) The option provides for vesting of 3,000 shares on April 28, 2002 and the remaining 9,000 shares to vest monthly through April 28, 2005.
(5) On July 28, 2003, the Issuer canceled, pursuant to the Issuer's option exchange program, an option granted to the reporting person on August 16, 2000. In exchange, the reporting person will receive a replacement option on or after January 29, 2004, having an exercise price of the underlying stock on the grant date.
(6) The option provides for vesting of 500 shares on April 25, 2002 and the remaining 1,500 shares to vest monthly through April 25, 2005.
(7) On July 28, 2003, the Issuer canceled, pursuant to the Issuer's option exchange program, an option granted to the reporting person on April 25, 2001. In exchange, the reporting person will receive a replacement option on or after January 29, 2004, having an exercise price of the underlying stock on the grant date.
(8) The option provides for vesting of 500 shares on April 25, 2002 and the remaining 1,500 shares to vest monthly through April 25, 2005.,
(9) On July 28, 2003, the Issuer canceled, pursuant to the Issuer's option exchange program, an option granted to the reporting person on July 13, 2001. In exchange, the reporting person will receive a replacement option on or after January 29, 2004, having an exercise price of the underlying stock on the grant date.
(10) The option provides for vesting of 500 shares on April 25, 2002, and the remaining 1,500 shares to vest monthly through April 25, 2005.
(11) The option provides for vesting of 5,127 shares on November 8, 2002 and 5,128 shares on November 8, 2003.
(12) On July 28, 2003, the Issuer canceled, pursuant to the Issuer's option exchange program, an option granted to the reporting person on November 8, 2001. In exchange, the reporting person will receive a replacement option on or after January 29, 2004, having an exercise price of the underlying stock on the grant date.
(13) The option provides for vesting of 4,500 shares on November 26, 2002, 3,500 shares on November 26, 2003 and 12,000 shares on November 26, 2004.
(14) On July 28, 2003, the Issuer canceled, pursuant to the Issuer's option exchange program, an option granted to the reporting person on November 26, 2001. In exchange, the reporting person will receive a replacement option on or after January 29, 2004, having an exercise price of the underlying stock on the grant date.
(15) The option provides for vesting of 500 shares on April 25, 2002 and the remaining 1,500 shares to vest monthly through April 25, 2005.
(16) On July 28, 2003, the Issuer canceled, pursuant to the Issuer's option exchange program, an option granted to the reporting person on November 26, 2001. In exchange, the reporting person will receive a replacement option on or after January 29, 2004, having an exercise price of the underlying stock on the grant date.
(17) The option provides for vesting of 1,437 shares on April 24, 2003 and the remaining 4,313 shares to vest monthly through April 24, 2006.
(18) The option provides for vesting of 1,437 shares on April 24, 2003 and the remaining 4,313 shares to vest monthly through April 24, 2006.
(19) The option provides for vesting of 1,437 shares on April 24, 2003 and the remaining 4,313 shares to vest monthly through April 24, 2006.
(20) The option provides for vesting of 1,437 shares on April 24, 2003 and the remaining 4,313 shares to vest monthly through April 24, 2006.
(21) The option provides for vesting of 2,500 shares on December 18, 2003 and the remaining 7,500 shares to vest monthly through December 18, 2006.
(22) The option provides for vesting of 1,562 shares on May 1, 2004 and the remaining 4,688 shares to vest monthly through May 1, 2007.
(23) On July 28, 2003, the Issuer canceled, pursuant to the Issuer's option exchange program, an option granted to the reporting person on May 1, 2003. In exchange, the reporting person will receive a replacement option on or after January 29, 2004, having an exercise price of the underlying stock on the grant date.
 
Remarks:
Derivative securities omitted from original Form 3 filed on December 18, 2003.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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