8-K

 
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                   FORM 8-K

               Current Report Pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934


     Date of Report (date of earliest event reported):   September 3, 1997


                         ADVANCED MICRO DEVICES, INC.
                         ---------------------------
            (Exact name of registrant as specified in its charter)


 
          DELAWARE                   1-7882             94-1692300
          --------                   ------             ----------
(State or other jurisdiction    (Commission         (I.R.S. Employer
         of incorporation)       File Number)        Identification No.)
 


     One AMD Place,
     P.O. Box 3453
     Sunnyvale, California                        94088-3453
- ---------------------------------------           ----------
(address of principal executive offices)          (Zip Code)


Registrant's telephone number,
  including area code:                                          (408) 732-2400
                                                                --------------


                                  Page 1 of 4

 
Item 5.  Other Events.
- ------   ------------

     On September 3, 1997, Advanced Micro Devices, Inc. (the Company) announced
that it expects to report a small operating loss for the quarter ending on
September 29, 1997. The full text of the press release is set forth in Exhibit
99 attached hereto and is incorporated in this report as if fully set forth
herein.


Item 7.  Financial Statements and Exhibits.
- ------   ---------------------------------

(c)  Exhibits:

     99  Press release dated September 3, 1997



                                       2

 
                                  SIGNATURES
                                  ----------

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                   ADVANCED MICRO DEVICES, INC.
                                           (Registrant)



Date:  September 9, 1997           By:/s/Geoff Ribar
                                      _____________________________
                                      Geoff Ribar
                                      Vice President
                                      Corporate Controller


                                       3

 
                                 Exhibit Index
                                 -------------

Exhibit Number          Exhibit
- --------------          -------
     99                 Press release dated September 3, 1997

EX-99

 
AMD NEWS RELEASE

CONTACT:
John Greenagel
Corporate Communications
(408) 749-3310



              AMD EXPECTS SMALL OPERATING LOSS FOR THIRD QUARTER



  SUNNYVALE, CA-SEPTEMBER 3, 1997-AMD announced today that it expects to
report a small operating loss for the quarter ending September 28, 1997.


  "In the face of strong demand for AMD-K6(TM) MMX(TM) Enhanced Processors, we
are ramping Fab 25 as rapidly as possible on current 0.35-micron technology
while preparing for the migration to 0.25-micron technology, where pre-
production has already commenced," said W.J. Sanders III, chairman and chief
executive officer. "In the current quarter we expect to produce slightly more
than 1 million AMD-K6 units -- approximately three times the 350,000 units
shipped in the second quarter. This is at the low end of the production range
projected at the beginning of the quarter. Unit output at this level will not
provide sufficient revenues to offset the significant costs associated with
ramping a product with the complexity of the AMD-K6 processor. The profits from
our non-microprocessor businesses will not be sufficient to offset this deficit.

  "Current production of AMD-K6 processors is approaching 150,000 units per
week. We plan total fourth-quarter production of approximately 2 million units,
or double that of the current quarter," Mr. Sanders continued.  "We have begun
sampling AMD-K6 processors at speeds of 266 megahertz on 0.25-micron technology.
We have demonstrated even higher-speed AMD-K6 processors.

  "Customer acceptance of the AMD-K6 MMX Enhanced Processor has been
outstanding.  Eight of the world's top 20 personal computer manufacturers -
including Acer, Digital, IBM, Fujitsu/ICL, Peacock, Siemens Nixdorf, Trigem, and
Vobis - have announced products powered by AMD-K6 processors.

  "With substantially higher AMD-K6 processor shipments next quarter, we expect
a return to profitability," Mr. Sanders concluded.

Cautionary Statement-

  This press release contains forward-looking statements about management's
expectations of future performance.  Investors are cautioned that all forward-
looking statements involve risks and uncertainties that could cause actual
results to differ materially from current expectations.

  The forward-looking statements about operating profitability and the 

 
AMD-K6 MMX enhanced processor involve risks and uncertainties that the company's
production ramp will fall short of expectations, that customer demand for the
product will be less than available production capacity, that new wafer
fabrication process technologies will not be developed as rapidly as customers
need or demand, and that economic conditions will change and affect demand for
microprocessors and other integrated circuits. Investors are urged to consult
the risks and uncertainties detailed in the company's reports filed with the
Securities and Exchange Commission, including the company's 10Q for the quarter
ended June 29, 1997.

AMD is a registered trademark, and AMD K-6 is a trademark of Advanced Micro
Devices, Inc.

MMX is a trademark of Intel Corporation.