CERT OF ELIMINATION OF SERIES A PREFERRED STK

EXHIBIT 3.3

CERTIFICATE OF ELIMINATION
OF
SERIES A JUNIOR PARTICIPATING
PREFERRED STOCK
OF
ADVANCED MICRO DEVICES, INC.


ADVANCED MICRO DEVICES, INC., a corporation organized and existing under
the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY THAT:

FIRST: At a meeting of the Board of Directors of ADVANCED MICRO DEVICES,
INC., resolutions were duly adopted setting forth the proposed elimination of
the series of Preferred Stock designated Series A Junior Participating
Preferred Stock as set forth herein:

RESOLVED, that no shares of the series of Preferred Stock designated
as Series A Junior Participating Preferred Stock are outstanding and none
will be issued; and be it

RESOLVED FURTHER, that a Certificate of Elimination be executed,
which shall have the effect when filed in Delaware of eliminating from the
Certificate of Incorporation the Certificate of Designation, Preferences
and Rights of the Series A Junior Participating Preferred Stock filed in
the Office of the Secretary of State of Delaware on February 21, 1990.

SECOND: None of the authorized shares of the series of Preferred Stock
designated as Series A Junior Participating Preferred Stock are outstanding and
none will be issued.

THIRD: In accordance with the provisions of Section 151 of the General
Corporation Law of the State of Delaware, the Certificate of Incorporation is
hereby amended to eliminate the Certificate of Designation, Preferences
and Rights of the Series A Junior Participating Preferred Stock.


IN WITNESS THEREOF, said Advanced Micro Devices, Inc. has caused this
certificate to be signed by Marvin D. Burkett, its Senior Vice President, Chief
Administrative Officer, Chief Financial Officer and Treasurer, this 9th day of
May, 1995.


ADVANCED MICRO DEVICES, INC.


By /s/ Marvin D. Burkett
---------------------------------------
MARVIN D. BURKETT
Senior Vice President,
Chief Administrative Officer,
Chief Financial Officer and Treasurer