SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

EBY THOMAS

(Last)

(First)

(Middle)

ADVANCED MICRO DEVICES, INC.

ONE AMD PLACE

(Street)

SUNNYVALE

94088-3453

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ADVANCED MICRO DEVICES INC [ AMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Ex. V.P., FASL LLC

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$14.86	01/30/2004		A		28,688		07/28/2004⁽¹⁾	04/23/2007	Common Stock	28,688	⁽²⁾	28,688	D
Employee Stock Option	$14.86	01/30/2004		A		31,746		07/25/2005⁽³⁾	04/26/2010	Common Stock	31,746	⁽⁴⁾	31,746	D
Employee Stock Option	$14.86	01/30/2004		A		18,987		04/28/2005⁽⁵⁾	08/16/2010	Common Stock	18,987	⁽⁶⁾	18,987	D
Employee Stock Option	$14.86	01/30/2004		A		24,590		07/25/2006⁽⁷⁾	11/17/2010	Common Stock	24,590	⁽⁸⁾	24,590	D
Employee Stock Option	$14.86	01/30/2004		A		3,164		04/25/2006⁽⁹⁾	04/25/2011	Common Stock	3,164	⁽¹⁰⁾	3,164	D
Employee Stock Option	$14.86	01/30/2004		A		4,098		04/25/2006⁽¹¹⁾	07/13/2011	Common Stock	4,098	⁽¹²⁾	4,098	D
Employee Stock Option	$14.86	01/30/2004		A		12,500		05/01/2008⁽¹³⁾	05/01/2013	Common Stock	12,500	⁽¹⁴⁾	12,500	D

Explanation of Responses:

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

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

Remarks:

	Thomas Eby	02/03/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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