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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* WINVICK STANLEY W (Last) (First) (Middle) ADVANCED MICRO DEVICES, INC. ONE AMD PLACE (Street) SUNNYVALE CA 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) Sr. VP Human Resources
	3. Date of Earliest Transaction (Month/Day/Year) 07/28/2003
	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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option	$32.1	07/28/2003		D			50,000(1)	(2)	08/16/2010	Common Stock	50,000(1)	(3)	0	D
Employee Stock Option	$41	07/28/2003		D			100,000(1)	(4)	04/26/2010	Common Stock	100,000(1)	(5)	0	D
Employee Stock Option	$26.9	07/28/2003		D			6,250	(6)	04/25/2011	Common Stock	6,250	(7)	0	D
Employee Stock Option	$7.36	07/28/2003		D			18,750	(8)	05/01/2013	Common Stock	18,750	(9)	0	D

Explanation of Responses:

1. Option granted prior to a two-for-one stock split by way of dividend issued August 21, 2000; securities reflected represent post-split share amount.

2. The option provides for vesting of 20,000 shares on 4/28/02, and then monthly in equal installments so that all of the shares subject to the option become fully vested on 4/28/03.

3. On July 28, 2003 the Issuer canceled, pursuant to the Issuer's option exchange program, an option granted to the reporting person on August 16, 2000. In exchange, the reporting person will receive a replacement option on or after January 29, 2004, for the same number of shares, having an exercise price equal to the market price of the underlying stock on the grant date.

4. The option provides for vesting of 25,000 shares on 7/25/02, and then monthly in equal installments so that all of the shares subject to the option become fully vested on 7/25/03.

5. On July 28, 2003 the Issuer canceled, pursuant to the Issuer's option exchange program, an option granted to the reporting person on April 26, 2000. In exchange, the reporting person will receive a replacement option on or after January 29, 2004, for the same number of shares, having an exercise price equal to the market price of the underlying stock on the grant date.

6. The option provides for vesting of 1/3 of the shares subject to the option on 4/25/02, and then monthly in equal installments so that all of the shares subject to the option become fully vested on 4/25/04.

7. On July 28, 2003 the Issuer canceled, pursuant to the Issuer's option exchange program, an option granted to the reporting person on April 25, 2001. In exchange, the reporting person will receive a replacement option on or after January 29, 2004, for the same number of shares, having an exercise price equal to the market price of the underlying stock on the grant date.

8. The option provides for vesting of 1/3 of the shares subject to the option on 5/01/04, and then monthly in equal installments so that all of the shares subject to the option become fully vested on 5/1/06.

9. On July 28, 2003, the Issuer canceled, pursuant to the Issuer's option exchange program, an option granted to the reporting person on May 1, 2003. In exchange, the reporting person will receive a replacement option on or after January 29, 2004, for the same number of shares having an exercise price equal to the market price of the underlying stock on the grant date.

Remarks:

	Stanley Winvick	09/23/2003
	** 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).
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