Ownership Submission

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

OMB APPROVAL

OMB Number:

3235-0104

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LYMAN KEVIN H

2. Date of Event Requiring Statement (Month/Day/Year)
07/29/2004

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)
Senior VP, Corp Human Resouces

5. If Amendment, Date Original Filed(Month/Day/Year)

(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	6,277	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option	08/15/2000⁽¹⁾	08/15/2006	Common Stock	4,150	$ 6.69	D
Employee Stock Option	08/15/2002⁽²⁾	08/14/2008	Common Stock	9,000	$ 9	D
Employee Stock Option	08/15/2002⁽³⁾	08/15/2008	Common Stock	7,000	$ 9.72 ⁽⁴⁾	D
Employee Stock Option	05/03/2003⁽⁵⁾	05/03/2009	Common Stock	9,000	$ 8.22	D
Employee Stock Option	04/25/2005⁽⁶⁾	10/29/2011	Common Stock	3,000	$ 9.56	D
Employee Stock Option	11/08/2003⁽⁷⁾	11/08/2011	Common Stock	10,000	$ 12.4	D
Employee Stock Option	04/25/2005⁽⁸⁾	11/26/2011	Common Stock	3,000	$ 14.15	D
Employee Stock Option	04/24/2006⁽⁹⁾	04/24/2012	Common Stock	5,000	$ 11.69	D
Employee Stock Option	04/24/2006⁽¹⁰⁾	07/24/2012	Common Stock	5,000	$ 8.46	D
Employee Stock Option	04/24/2006⁽¹¹⁾	10/24/2012	Common Stock	5,000	$ 5.92	D
Employee Stock Option	04/24/2006⁽¹²⁾	10/24/2012	Common Stock	5,000	$ 5.92	D
Employee Stock Option	05/01/2008⁽¹³⁾	05/01/2013	Common Stock	5,000	$ 14.86 ⁽¹⁴⁾	D
Employee Stock Option	04/25/2006⁽¹⁵⁾	07/13/2011	Common Stock	2,459	$ 14.86 ⁽¹⁶⁾	D
Employee Stock Option	04/25/2006⁽¹⁷⁾	04/25/2011	Common Stock	1,898	$ 14.86 ⁽¹⁸⁾	D
Employee Stock Option	08/16/2005⁽¹⁹⁾	08/16/2010	Common Stock	1,582	$ 14.86 ⁽²⁰⁾	D
Employee Stock Option	04/27/2005⁽²¹⁾	04/27/2010	Common Stock	5,291	$ 14.86 ⁽²²⁾	D
Employee Stock Option	05/01/2007⁽²³⁾	02/02/2014	Common Stock	15,000	$ 14.64	D
Employee Stock Option	04/30/2008⁽²⁴⁾	04/03/2011	Common Stock	8,750	$ 14.22	D
Employee Stock Option	06/07/2008⁽²⁵⁾	06/07/2011	Common Stock	15,000	$ 15.8	D
Employee Stock Option	04/30/2008⁽²⁶⁾	07/28/2014	Common Stock	8,750	$ 11.33	D

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LYMAN KEVIN H ADVANCED MICRO DEVICES, INC. ONE AMD PLACE SUNNYVALE, CA 94088-3453			Senior VP, Corp Human Resouces

Signatures

Kevin H. Lyman		07/29/2004
^**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 650 shares on August 15, 1998, 1,750 shares on August 15, 1999 and 1,750 shares on August 15, 2000.
(2)	The option provides for vesting of 2,250 shares on August 15, 1999, 2,250 shares on August 15, 2000, 2,250 shares on August 15, 2001 and 2,250 shares on August 15, 2002.
(3)	The option provides for vesting of 1,750 shares on September 10, 1999, 1,750 shares on August 15, 2000, 1,750 shares on August 15, 2001 and 1,750 shares on August 15, 2002.
(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 August 15, 1997, which option was canceled on September 10, 1998 in exchange for the future grant of a new option.
(5)	The option provides for vesting of 2,250 shares on May 3, 2000, 2,250 shares on May 3, 2001, 2,250 shares on May 3, 2002, and 2,250 shares on May 3, 2003.
(6)	The option provides for vesting of 750 shares on April 25, 2002 and remaining shares vest monthly through April 25, 2005.
(7)	The option provides for vesting of 5,000 shares on November 8, 2002 and 5,000 shares on November 8, 2003.
(8)	The option provides for vesting of 750 shares on April 25, 2002 and remaining shares vest monthly through April 25, 2005.
(9)	The option provides for vesting of 1,250 shares on April 24, 2003 and remaining shares vest monthly through April 24, 2006.
(10)	The option provides for vesting of 1,250 shares on April 24, 2003 and remaining shares vest monthly through April 24, 2006.
(11)	The option provides for vesting of 1,250 shares on April 24, 2003 and remaining shares vest monthly through April 24, 2006.
(12)	The option provides for vesting of 1,250 shares on April 24, 2003 and remaining shares vest monthly through April 24, 2006.
(13)	The option provides for vesting of 1,250 shares on May 1, 2005 and remaining shares vest monthly through May 1, 2008.
(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 May 1, 2003, which option was canceled on July 28, 2003 in exchange for the future grant of a new option.
(15)	The option provides for vesting of 1,382 shares on July 28, 2004, 51 shares on August 25, 2004 and remaining shares vest monthly through April 25, 2006.
(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 July 13, 2001, which option was canceled on July 28, 2003 in exchange for the future grant of a new option.
(17)	The option provides for vesting of 1,067 shares on July 28, 2004, 39 shares on August 25, 2004 and remaining shares vest monthly through April 25, 2006.
(18)	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 April 25, 2001, which option was canceled on July 28, 2003 in exchange for the future grant of a new option.
(19)	The option provides for vesting of 1,153 shares on July 28, 2004, 32 shares on August 16, 2004 and remaining shares vest monthly through August 16, 2005.
(20)	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 August 16, 2000, which option was canceled on July 28, 2003 in exchange for the future grant of a new option.
(21)	The option provides for vesting of 4,298 shares on July 28, 2004, 110 shares on August 27, 2004 and remaining shares vest monthly through April 27, 2005.
(22)	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 April 27, 2000, which option was canceled on July 28, 2003 in exchange for the future grant of a new option.
(23)	The option provides for vesting of 3,750 shares on May 1, 2004 and remaining shares vest monthly through May 1, 2007.
(24)	The option provides for vesting of 2, 187 shares on April 30, 2005 and remaining shares vest monthly through April 30, 2008.
(25)	The option provides for vesting of 3,750 shares on June 7, 2005 and remaining shares vest monthly through June 7, 2008.
(26)	The option provides for vesting of 2,187 shares on April 30, 2005 and remaining shares vest monthly through April 30, 2008.

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

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.