Form: SC 13G/A

Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions

February 7, 1997

SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions

Published on February 7, 1997





SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934
(Amendment No.: 3 )*



Name of issuer: Advanced Micro Devices, Inc.


Title of Class of Securities: Common Stock


CUSIP Number: 007903107


Check the following [space] if a fee is being paid with this
statement: --- . (A fee is not required only if the filing
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such class.)
(See rule 13d-7.)

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).


(Continued on the following page(s))

Page 1 of 4 Pages

13G


CUSIP No.: 007903107 Page 2 of 4 Pages



1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Vanguard/Windsor Fund, Inc.

2. CHECK THE APPROPRIATE [LINE] IF A MEMBER OF A GROUP


A. B. X
---------------------


3. SEC USE ONLY




4. CITIZENSHIP OF PLACE OF ORGANIZATION

Maryland

(For questions 5-8, report the number of shares beneficially owned by each
reporting person with:)

5. SOLE VOTING POWER

12,986,300

6. SHARED VOTING POWER

-0-

7. SOLE DISPOSITIVE POWER

-0-

8. SHARED DISPOSITIVE POWER

12,986,300

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,986,300

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

N/A

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.51


12. TYPE OF REPORTING PERSON

IV

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


----------

SCHEDULE 13G
Under the Securities Act of 1934

----------


Check the following [line] if a fee is being paid with this statement ---

Item 1(a) - Name of Issuer:

Advanced Micro Devices, Inc.


Item 1(b) - Address of Issuer's Principal Executive Offices:

901 Thompson Pl., Sunnyvale CA 94086

Item 2(a) - Name of Person Filing:


Vanguard/Windsor Fund, Inc.

Item 2(b) - Title of Class of Securities:


Common Stock

Item 2(e) - CUSIP Number

007903107


Item 3 - Type of Filing:


This statement is being filed pursuant to Rule 13d-1. The person
filing is an investment company registered under Section 8 of the Investment
Company Act.


Item 4 - Ownership:


(a) Amount Beneficially Owned:

12,986,300

(b) Percent of Class:

9.51

Page 3 of 4 Pages


(c) Number of shares as to which such person has:

(i) sole power to vote or direct to vote: 12,986,300

(ii) shared power to vote or direct to vote: -0-

(iii) sole power to dispose of or to direct the disposition of:
-0-

(iv) shared power to dispose or to direct the disposition of:
12,986,300

Item 5 - Ownership of Five Percent or Less of a Class:

The reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities (X).

Item 6 - Ownership of More Than Five Percent on Behalf of Another Person:

Not applicable

Item 7 - Identification and Classification of the Subsidiary Which Acquired The
Security Being Reported on by the Parent Holding Company:

Not applicable

Item 8 - Identification and Classification of Members of Group:

Not applicable

Item 9 - Notice of Dissolution of Group:

Not applicable

Item 10 - Certification:

By signing below I certify than, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course
of business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purpose or effect.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.




Date 2-7-97 By /s/ Raymond J. Klapinsky
------------------ ---------------------------------
Raymond J. Klapinsky




Page 4 of 4 Pages