ADVANCED MICRO DEVICES INC — Director's Dealing 2003

Sep 24, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADVANCED MICRO DEVICES INC (AMD)
CIK: 0000002488
Period of Report: 2003-07-28

Reporting Person: WINVICK STANLEY W (Sr. VP Human Resources)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-07-28	Employee Stock Option	$32.10	D	50000	Disposed	2010-08-16	Common Stock (50000)	Direct
2003-07-28	Employee Stock Option	$41.00	D	100000	Disposed	2010-04-26	Common Stock (100000)	Direct
2003-07-28	Employee Stock Option	$26.90	D	6250	Disposed	2011-04-25	Common Stock (6250)	Direct
2003-07-28	Employee Stock Option	$7.36	D	18750	Disposed	2013-05-01	Common Stock (18750)	Direct

Footnotes

F1: Option granted prior to a two-for-one stock split by way of dividend issued August 21, 2000; securities reflected represent post-split share amount.

F2: The option provides for vesting of 20,000 shares on 4/28/02, and then monthly in equal installments so that all of the shares subject to the option become fully vested on 4/28/03.

F3: 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, for the same number of shares, having an exercise price equal to the market price of the underlying stock on the grant date.

F4: The option provides for vesting of 25,000 shares on 7/25/02, and then monthly in equal installments so that all of the shares subject to the option become fully vested on 7/25/03.

F5: On July 28, 2003 the Issuer canceled, pursuant to the Issuer's option exchange program, an option granted to the reporting person on April 26, 2000. In exchange, the reporting person will receive a replacement option on or after January 29, 2004, for the same number of shares, having an exercise price equal to the market price of the underlying stock on the grant date.

F6: The option provides for vesting of 1/3 of the shares subject to the option on 4/25/02, and then monthly in equal installments so that all of the shares subject to the option become fully vested on 4/25/04.

F7: 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, for the same number of shares, having an exercise price equal to the market price of the underlying stock on the grant date.

F8: The option provides for vesting of 1/3 of the shares subject to the option on 5/01/04, and then monthly in equal installments so that all of the shares subject to the option become fully vested on 5/1/06.

F9: 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, for the same number of shares having an exercise price equal to the market price of the underlying stock on the grant date.