ADVANCED MICRO DEVICES INC — Director's Dealing 2004

Feb 4, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADVANCED MICRO DEVICES INC (AMD)
CIK: 0000002488
Period of Report: 2004-01-30

Reporting Person: EBY THOMAS (Ex. V.P., FASL LLC)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-30	Employee Stock Option	$14.86	A	28688	Acquired	2007-04-23	Common Stock (28688)	Direct
2004-01-30	Employee Stock Option	$14.86	A	31746	Acquired	2010-04-26	Common Stock (31746)	Direct
2004-01-30	Employee Stock Option	$14.86	A	18987	Acquired	2010-08-16	Common Stock (18987)	Direct
2004-01-30	Employee Stock Option	$14.86	A	24590	Acquired	2010-11-17	Common Stock (24590)	Direct
2004-01-30	Employee Stock Option	$14.86	A	3164	Acquired	2011-04-25	Common Stock (3164)	Direct
2004-01-30	Employee Stock Option	$14.86	A	4098	Acquired	2011-07-13	Common Stock (4098)	Direct
2004-01-30	Employee Stock Option	$14.86	A	12500	Acquired	2013-05-01	Common Stock (12500)	Direct

Footnotes

F1: Grant of option to buy 28,688 shares to vest 100% on 7/28/04.

F2: Pursuant to an agreement between the reporting person and the Issuer, the option granted respresents the replacement of an option granted to the reporting person on 4/23/97, which option was cancelled on July 28, 2003 in exchange for the future grant of a new option having a lower exercise price.

F3: Grant of option to buy 31,746 shares to vest as follows: 23,809 shares on 7/28/04, 661 shares on 8/25/04 and remaining shares monthly through 7/25/05.

F4: Pursuant to an agreement between the reporting person and the Issuer, the option granted respresents the replacement of an option granted to the reporting person on 4/26/00, which option was cancelled on July 28, 2003 in exchange for the future grant of a new option having a lower exercise price.

F5: Grant of option to buy 18,987 shares to vest as follows: 15,189 shares on 7/28/04 and remaining shares monthly through 4/28/05.

F6: Pursuant to an agreement between the reporting person and the Issuer, the option granted respresents 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.

F7: Grant of option to buy 24,590 shares to vest as follows: 12,294 shares on 7/28/04, 512 shares on 8/25/04 and remaining shares monthly through 7/25/06.

F8: Pursuant to an agreement between the reporting person and the Issuer, the option granted respresents the replacement of an option granted to the reporting person on 11/17/00, which option was cancelled on July 28, 2003 in exchange for the future grant of a new option having a lower exercise price.

F9: Grant of option to buy 3,164 shares to vest as follows: 1,779 shares on 7/28/04, 65 shares on 8/25/04 and remaining shares monthly through 4/25/06.

F10: Pursuant to an agreement between the reporting person and the Issuer, the option granted respresents 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.

F11: Grant of option to buy 4,098 shares to vest as follows: 2,304 shares on 7/28/04, 85 shares on 8/25/04 and remaining shares monthly through 4/25/06.

F12: Pursuant to an agreement between the reporting person and the Issuer, the option granted respresents 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.

F13: Grant of option to buy 12,500 shares to vest as follows: 3,125 shares on 5/1/05 and remaining shares monthly through 5/1/08.

F14: Pursuant to an agreement between the reporting person and the Issuer, the option granted respresents 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.