ADVANCED MICRO DEVICES INC — Director's Dealing 2004

Feb 13, 2004

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ADVANCED MICRO DEVICES INC (AMD)
CIK: 0000002488
Period of Report: 2004-02-04

Reporting Person: EDWARDS WILLIAM T (Chief Strategy Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13394	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$14.86	2012-01-07	Common Stock (94262)		Direct
Employee Stock Option	$.01	2012-01-07	Common Stock (4000)		Direct
Employee Stock Option	$14.86	2013-05-01	Common Stock (12500)		Direct
Employee Stock Option	$14.64	2014-02-02	Common Stock (37500)		Direct

Footnotes

F1: Grant of option to buy 94,262 shares to vest as follows: 37,704 shares on 7/28/2004, 28,278 shares on 1/7/2005, 18,852 shares on 1/7/2006 and 9,428 shares on 1/7/2007.

F2: 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 1/7/2002 which option was cancelled on July 28, 2003 in exchange for the future grant of a new option.

F3: Grant of option to buy 12,500 shares to vest as follows: 3,125 shares on 5/1/2005 then remaining shares monthly through 5/1/2008.

F4: 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 5/1/2003 which option was cancelled on July 28, 2003 in exchange for the future grant of a new option.

F5: Grant of option to buy 37,500 shares to vest as follows: 25% on 5/1/2004 then remaining shares monthly through 5/1/2007.