ADVANCED MICRO DEVICES INC — Director's Dealing 2004

Feb 3, 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: WOLIN HARRY A (Grp VP, General Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-30	Employee Stock Option	$14.86	A	37037	Acquired	2010-05-15	Common Stock (37037)	Direct
2004-01-30	Employee Stock Option	$14.86	A	7594	Acquired	2010-08-16	Common Stock (7594)	Direct
2004-01-30	Employee Stock Option	$14.86	A	1265	Acquired	2011-04-25	Common Stock (1265)	Direct
2004-01-30	Employee Stock Option	$14.86	A	1639	Acquired	2011-07-13	Common Stock (1639)	Direct
2004-01-30	Employee Stock Option	$14.86	A	8405	Acquired	2011-11-08	Common Stock (8405)	Direct
2004-01-30	Employee Stock Option	$14.86	A	16393	Acquired	2011-11-26	Common Stock (16393)	Direct
2004-01-30	Employee Stock Option	$14.86	A	1639	Acquired	2011-11-26	Common Stock (1639)	Direct
2004-01-30	Employee Stock Option	$14.86	A	6250	Acquired	2013-05-01	Common Stock (6250)	Direct

Footnotes

F1: Grant of option to buy 37,037 shares to vest as follows: 31,744 shares on 7/28/04 and 5,293 shares on 4/25/05.

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 5/15/02, 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 7,594 shares to vest as follows: 4,270 shares on 7/28/04, 1,424 shares monthly through 4/28/05 and remaining shares monthly through 4/28/06.

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 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.

F5: Grant of option to buy 1,265 shares to vest as follows: 711 shares on 7/28/04, 26 shares on 8/25/04 and remaining shares monthly through 4/25/06.

F6: 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 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.

F7: Grant of option to buy 1,639 shares to vest as follows: 921 shares on 7/28/04, 34 shares on 8/25/04 and remaining shares monthly through 4/25/06.

F8: 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 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.

F9: Grant of option to buy 8,405 shares to vest as follows: 4,202 shares on 7/28/04 and 4,203 on 11/08/04.

F10: 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 11/8/01, 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 16,393 shares to vest as follows: 3,688 shares on 7/28/04, 2,868 on 11/26/04 and 9,837 shares on 11/26/05.

F12: 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 11/26/01, 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 1,639 shares to vest as follows: 921 shares on 7/28/04, 34 on 8/25/04 and remaining shares monthly through 4/25/06.

F14: 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 11/26/01, which option was cancelled on July 28, 2003 in exchange for the future grant of a new option having a lower exercise price.

F15: Grant of option to buy 6,250 shares to vest as follows: 1,562 shares on 5/1/05 and remaining shares monthly through 5/1/08.

F16: 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 5/1/03, which option was cancelled on July 28, 2003 in exchange for the future grant of a new option.