10-Q/A

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 Form 10-Q/A-1

     (Mark One)
(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934


     For the quarterly period ended   July 2, 2000
                                    ---------------

                                  OR

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
     OF THE SECURITIES EXCHANGE ACT OF 1934

     For the transition period from __________ to __________

Commission File Number           1-7882
                      --------------------------------------

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

Delaware                                                    94-1692300
- -----------------------------------------  -------------------------------------
(State or other jurisdiction               (I.R.S. Employer Identification No.)
of incorporation or organization)

One AMD Place
Sunnyvale, California                                        94086
- -----------------------------------------                   --------
(Address of principal executive offices)                   (Zip Code)


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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                                  Yes   X     No_______
                                                     -------

The number of shares of $0.01 par value common stock outstanding as of August 7,
2000: 156,261,962


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

     3.3  Certificate of Amendment to Restated Certificate of Incorporation
     dated May 25, 2000.

     *10.25 (b) Amendment 2 to the Technology Development and License Agreement,
     entered into as of October 1, 1998 by AMD and its subsidiaries and
     Motorola, Inc. and its subsidiaries (previously filed).

     27.1  Financial Data Schedule (previously filed).

     * Confidential treatment has been requested with respect to certain
     portions of this Exhibit.

(b)  Reports on Form 8-K

The following reports on Form 8-K were filed during the quarter for which this
report is filed:

1.  A Current Report on Form 8-K dated March 30, 2000 reporting under Item 5 -
    Other Events was filed announcing that AMD will retain its Network Products
    Division.

2.  A Current Report on Form 8-K dated April 5, 2000 reporting under Item 5 -
    Other Events was filed announcing expected sales in the first quarter.

3.  A Current Report on Form 8-K dated April 12, 2000 reporting under Item 5 -
    Other Events was filed announcing AMD's first quarter earnings.

4.  A Current Report on Form 8-K dated May 21, 2000 reporting under Item 5 -
    Other Events was filed announcing the execution of definitive agreements
    with respect to the recapitalization of our Communications Products
    Division.


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


                                  ADVANCED MICRO DEVICES, INC.


   Date:    August 30, 2000       By: /s/ Francis P. Barton
                                      ---------------------------------
                                  Francis P. Barton
                                  Senior Vice President, Chief Financial Officer

                                  Signing on behalf of the registrant and as
                                  the principal accounting officer


                                 EXHIBIT INDEX

Exhibit No.                   Description
- -----------         --------------------------------

 3.3                Certificate of Amendment to Restated Certificate of
                    Incorporation dated May 25, 2000.

10.25(b)            Amendment to the Technology Development and License
                    Agreement, entered into as of October 1, 1998 by AMD and its
                    subsidiaries and Motorola, Inc. and its subsidiaries
                    (previously filed).

27.1                Financial Data Schedule (previously filed).

                    * Confidential treatment has been requested with respect to
                    certain portions of this Exhibit.

EX-3.3

Exhibit 3.3


                           CERTIFICATE OF AMENDMENT

                                      OF

                    RESTATED CERTIFICATION OF INCORPORATION

                                      OF

                         ADVANCED MICRO DEVICES, INC.

     ADVANCED MICRO DEVICES, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HERBY CERTIFY:

     1.   The name of the corporation (hereinafter called the "Corporation")
                                                               -----------
          is Advanced Micro Devices, Inc.

     2.   The Restated Certificate of Incorporation of the Corporation is hereby
          amended by striking out the first sentence of Article Four thereof
          and by submitting in lieu of said first sentence of Article Four the
          following new first sentence of Article Four.

          "The total number of shares of stock which the corporation shall have
          authority to issue is Seven Hundred Fifty One Million (751,000,000) of
          which Seven Hundred Fifty Million (750,000,000) shares shall be Common
          Stock of the par value of One Cent ($0.01) per share and One Million
          (1,000,000) shares shall be Serial Preferred Stock of the par value of
          Ten Cents ($0.10) per share."


     3.   The amendment of the certificate of incorporation herein certified has
          been duly adopted in accordance with the provisions of Section 242 of
          the General Corporation Law of the State of Delaware.



     IN WITNESS WHEREOF, Advanced Micro Devices, Inc. has caused this
certificate to be signed by Thomas M. McCoy, its Senior Vice President, General
Counsel and Secretary, and Francis P. Barton, its Senior Vice President and
Chief Financial Officer, this 25th day of May, 2000.


                                   /s/ Thomas M. McCoy
                                   -------------------
                                   Thomas M. McCoy
                                   Senior Vice President, General Counsel and
                                   Secretary


                                   /s/ Francis P. Barton
                                   ---------------------
                                   Francis P. Barton
                                   Senior Vice President and Chief Financial
                                   Officer