CERTIFICATE OF MERGER

Exhibit 2.3

STATE OF DELAWARE
Page 1
OFFICE OF THE SECRETARY OF STATE

--------------------------------


I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
MERGER, WHICH MERGES:

"NEXGEN, INC.", A DELAWARE CORPORATION,

WITH AND INTO "ADVANCED MICRO DEVICES, INC." UNDER THE NAME OF "ADVANCED
MICRO DEVICES, INC.", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE
STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE SEVENTEENTH DAY OF
JANUARY, A.D. 1996, AT 8:30 O'CLOCK A.M.

A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.

/S/ Edward J. Freel
[SEAL: SECRETARY'S OFFICE, DELAWARE] ------------------------
Edward J. Freel,
Secretary of State

AUTHENTICATION: 7791745
DATE: 01-17-96

0711524 8100M
960013646

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 08:30 AM 01/17/1996
960013646 - 711524

CERTIFICATE OF MERGER
OF
NEXGEN, INC.
INTO
ADVANCED MICRO DEVICES, INC.


The undersigned corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger are as follows:

Name State of Incorporation
---- ----------------------

Advanced Micro Devices, Inc. Delaware

NexGen, Inc. Delaware

SECOND: That a plan and agreement of merger among the parties to the
merger and AMD Merger Corporation, a Delaware corporation, has been approved,
adopted, certified, executed and acknowledged by each of the constituent
corporations in accordance with the requirements of Section 251 of the General
Corporation Law of the State of Delaware.

THIRD: That the name of the surviving corporation of the merger is
Advanced Micro Devices, Inc.

FOURTH: That the certificate of incorporation of Advanced Micro Devices,
Inc., a Delaware corporation, the surviving corporation, shall be the
certificate of incorporation of the surviving corporation.

FIFTH: That the executed plan and agreement of merger is on file at the
principal place of business of the surviving corporation. The address of the
principal place of business of the surviving corporation is One AMD Place,
Sunnyvale, California 94088.

SIXTH: That a copy of the plan and agreement of merger will be furnished
by the surviving corporation, on request and without cost to any stockholder of
any constituent corporation.


IN WITNESS WHEREOF, Advanced Micro Devices, Inc. has caused the Certificate
to be signed by W.J. Sanders III, its authorized officer, this 16th day of
January, of 1996.


Advanced Micro Devices, Inc.



By: /s/ W.J. Saunders III
------------------------------
W.J. Sanders III, Chairman of
the Board and
Chief Executive Officer

ATTEST:



By: /s/ Thomas M. McCoy
--------------------
Thomas M. McCoy
Secretary

2