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* WOLIN HARRY A (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) Grp VP, General Counsel
	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)
			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	$14.86	01/30/2004		A		37,037		04/25/2005(1)	05/15/2010	Common Stock	37,037	(2)	37,037	D
Employee Stock Option	$14.86	01/30/2004		A		7,594		04/28/2006(3)	08/16/2010	Common Stock	7,594	(4)	7,594	D
Employee Stock Option	$14.86	01/30/2004		A		1,265		04/25/2006(5)	04/25/2011	Common Stock	1,265	(6)	1,265	D
Employee Stock Option	$14.86	01/30/2004		A		1,639		04/25/2006(7)	07/13/2011	Common Stock	1,639	(8)	1,639	D
Employee Stock Option	$14.86	01/30/2004		A		8,405		11/08/2004(9)	11/08/2011	Common Stock	8,405	(10)	8,405	D
Employee Stock Option	$14.86	01/30/2004		A		16,393		11/26/2005(11)	11/26/2011	Common Stock	16,393	(12)	16,393	D
Employee Stock Option	$14.86	01/30/2004		A		1,639		04/25/2006(13)	11/26/2011	Common Stock	1,639	(14)	1,639	D
Employee Stock Option	$14.86	01/30/2004		A		6,250		05/01/2008(15)	05/01/2013	Common Stock	6,250	(16)	6,250	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

Remarks:

	Harry A. Wolin	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).
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