FORM OF AMD SENIOR SECURED NOTE DUE AUG. 1, 2003

EXHIBIT 4.1

(Face of Note)

11% Senior Secured Note due 2003

Cusip No. 007903 AB3
No. R-__ $___,000,000

ADVANCED MICRO DEVICES, INC.

promises to pay to CEDE & CO

or registered assigns,

the principal sum of ___ Hundred Million

Dollars ($___,000,000) on August 1, 2003.

Interest Payment Dates: February 1 and August 1

Record Dates: January 15 and July 15

Dated: August 13, 1996


ADVANCED MICRO DEVICES, INC.

[SEAL] By:
------------------
Name: Marvin Burkett
Title: Senior Vice President, Chief
Financial and Administrative
Officer and Treasurer


By:
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Name: Thomas M. McCoy
Title: Vice President, General Counsel
and Secretary

This is one of the Notes
referred to in the within-
mentioned Indenture:

UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee

By:
-----------------------------------
Authorized Signatory

(Back of Note)

11% SENIOR SECURED NOTE
DUE 2003

Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by the Depositary or any such
nominee to a successor Depositary or a nominee of such successor Depositary.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the
issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
may be requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or such other entity as may be requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

Capitalized terms used herein have the meanings assigned to them in the
Indenture (as defined below) unless otherwise indicated.

1. INTEREST. Advanced Micro Devices, Inc., a Delaware corporation (or
any successor thereto as provided in the Indenture, the "Company"), promises to
pay interest at the rate of 11% per annum of the principal amount of this Note
(the "Interest") from the Issue Date to the date of payment of such principal
amount of this Note. Installments of Interest shall become due and payable
semi-annually in arrears on February 1 and August 1 to the holder of record at
the close of business on the immediately preceding January 15 or July 15
(whether or not a Business Day). Additionally, installments of accrued and
unpaid Interest shall become due and payable with respect to any principal
amount of this Note that matures (whether at stated maturity, upon acceleration,
upon maturity of repurchase obligation or otherwise) upon such maturity of such
principal amount of this Note. Interest on this Note shall be computed on the
basis of a 360-day year, consisting of twelve 30-day months. Each installment
of Interest shall be calculated to accrue from and including the most recent
date to which Interest has been paid or provided for (or from and including the
Issue Date if no installment of Interest has been paid) to, but not including,
the date of payment.

2. METHOD OF PAYMENT. The Company shall pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on the January 15 or July 15 immediately preceding the
Interest Payment Date, even if such Notes are cancelled after such record date
and on or before such Interest Payment Date (the "Record Date"), except as
provided in Section 2.12 of the Indenture with respect to defaulted interest.
The Holder hereof must surrender this Note to a Paying Agent to collect
principal payments. The Notes shall be payable both as to principal and
interest at the office or agency of the Company maintained for such purpose
within the City and State of New York or, at the option of the Company, payment
of interest may be made by check mailed to the Holders of Notes at their
respective addresses set forth in the register of Holders of Notes; provided,
however, that all payments with respect to the Global Note and definitive Notes
the

Holders of which have given wire transfer instructions to the Company at
least 10 Business Days prior to the applicable payment date shall be made by
wire transfer of immediately available funds to the accounts specified by the
Holders thereof. Such payment shall be in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.

3. PAYING AGENT AND REGISTRAR. Initially, United States Trust Company of
New York, (including any successor appointed under the Indenture, the "Trustee")
the Trustee under the Indenture, shall act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to any Holder.
The Company or any of its Subsidiaries may act in any such capacity.

4. INDENTURE AND COLLATERAL DOCUMENTS. The Company issued the Notes
under an Indenture dated as of August 1, 1996 (as it may be amended from time to
time, the "Indenture") by and between the Company and the Trustee. The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code (S)(S) 77aaa-77bbbb) (the "TIA"), as in effect on the Issue Date. The
Notes are subject to all such terms, and Holders are referred to the Indenture
and the TIA for a statement of such terms. The Notes are obligations of the
Company. The terms of the Indenture shall govern any inconsistencies between
the Indenture and the Notes. The Notes are secured by certain collateral
pursuant to the Collateral Documents referred to in the Indenture and that may
be released pursuant to the terms thereof.

5. OPTIONAL REDEMPTION. As set forth in Section 3.07 of the Indenture,
the Notes are not redeemable at the Company's option prior to August 1, 2001
(the "First Optional Redemption Date"). From and after the First Optional
Redemption Date, the Notes shall be subject to redemption at the option of the
Company, in whole or in part, upon not less than 30 nor more than 60 days'
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below, plus accrued and unpaid interest, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on August 1 of the years indicated below:

Year Percentage
---- ----------

2001................................... 105.500%
2002................................... 102.275%

Any redemption pursuant to Section 3.07 of the Indenture shall be made
pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

6. MANDATORY REDEMPTION. Except as set forth in paragraph 7 below,
the Company shall not be required to make mandatory redemptions or sinking fund
payments prior to maturity with respect to the Notes.

7. REPURCHASE AT OPTION OF HOLDER. Under certain circumstances, as
provided in the Indenture, the Company may be required to purchase all or a
portion of the Notes. Holders of Notes that are subject to an offer to purchase
shall receive an offer to purchase

from the Company prior to any related purchase date, and may elect to have such
Notes purchased by completing the form entitled "Option of Holders to Elect
Purchase" appearing below.

8. NOTICE OF REDEMPTION. Notice of redemption shall be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or during the period between a record date and
the corresponding Interest Payment Date.

10. PERSONS DEEMED OWNERS. Prior to due presentment to the Trustee for
registration of the transfer of this Note, the Trustee, any Agent or the Company
may deem and treat the Person in whose name this Note is registered as its
absolute owner for the purpose of receiving payment of principal of and interest
on this Note and for all other purposes whatsoever, whether or not this Note is
overdue, and neither the Trustee, any Agent, nor the Company shall be affected
by notice to the contrary. The registered holder of a Note shall be treated as
its owner for all purposes.

11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture, the Notes or the Collateral Documents may be amended or supplemented
with the consent of the Holders of at least a majority in principal amount of
all of the Notes then outstanding (including any consents obtained in connection
with a tender offer or exchange offer for the Notes), and any existing default
or compliance with any provision of the Indenture, the Notes or the Collateral
Documents may be waived with the consent of the Holders of a majority in
principal amount of the then outstanding Notes. Without the consent of any
Holder of a Note, the Company and the Trustee together may amend or supplement
the Indenture, the Notes or the Collateral Documents to cure any ambiguity,
defect or inconsistency, to comply with Section 5.01 of the Indenture, to
provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company's obligations to Holders of
the Notes in case of a merger or consolidation, to make any change that would
provide any additional rights or benefits to the Holders of the Notes or that
does not adversely affect the legal rights under the Indenture of any such
Holder, or to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the TIA or to enter into
additional or supplemental Collateral Documents.

12. DEFAULTS AND REMEDIES. Events of Default include: default in the
payment of interest on the Notes when the same becomes due and payable and such
default continues for a period of 30 days; default in the payment of principal
of or premium, if any, on the Notes when the same becomes due and payable at
maturity, upon redemption (including in connection with an offer to purchase) or
otherwise; failure to observe or perform any covenant, condition or agreement on
the part of the Company to be observed or performed pursuant to Sections 4.07,
4.09, 4.10 and 4.16 of the Indenture; failure to comply with any of their other
respective agreements or covenants in, or provisions of, the Notes or the
Indenture and the Default continues for 60 days after notice from the Trustee or
the Holders of at least 25% in principal amount of the Notes then outstanding;
default or event of default under the New Credit Agreement or any mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the Company or any
of its Restricted Subsidiaries (or the payment of which is guaranteed by the
Company or any of its Restricted Subsidiaries) whether such Indebtedness or
guarantee now exists, or is created after the Issue Date, which default (a) is
caused by a failure to pay principal of or premium, if any, or interest on such
Indebtedness prior to the expiration of the grace period provided in such
Indebtedness on the date of such default (a "Payment Default'') or (b) results
in the acceleration of such Indebtedness prior to its express maturity and, in
each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$10.0 million or more; a final judgment or final judgments for the payment of
money entered by a court or courts of competent jurisdiction against the Company
or any of its Restricted Subsidiaries and such judgments are not paid,
discharged or stayed for a period of 30 days, provided that the aggregate of all
such undischarged judgments exceeds $50.0 million; material breach by the
Company of any representation or warranty set forth in the Collateral Documents,
or material default by the Company in the performance of any covenant set forth
in the Collateral Documents, or repudiation by the Company of its obligations
under the Collateral Documents or the unenforceability of the Collateral
Documents against the Company for any reason; and certain events of bankruptcy
or insolvency with respect to the Company, the FASL Unrestricted Subsidiary or
any Significant Subsidiary or any group of Subsidiaries (not including the
Dresden, Germany Unrestricted Subsidiary) that, taken as a whole, would
constitute a Significant Subsidiary If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable
immediately. Notwithstanding the foregoing, in the case of an Event of Default
arising from certain events of bankruptcy or insolvency, with respect to the
Company, the FASL Unrestricted Subsidiary or any Significant Subsidiary or group
of Subsidiaries (not including the Dresden, Germany Unrestricted Subsidiary)
that, taken as a whole, would constitute a Significant Subsidiary, all
outstanding Notes will become due and payable without further action or notice.
Holders of the Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. Solely for purposes of calculating "Directing
Creditors" pursuant to the terms of the Intercreditor Agreement, the Holders of
a majority in aggregate principal amount of the then outstanding Notes may
delegate instructional authority under the Intercreditor Agreement to any
committee of such Holders, in which event such Holders shall be deemed to
represent 100% of the Credit Class (as defined in the Intercreditor Agreement)
representing the Notes. The

Trustee may withhold from Holders of the Notes notice of any continuing Default
or Event of Default (except a Default or Event of Default relating to the
payment of principal or interest) if it determines that withholding notice is in
their interest.
If an Event of Default occurs on or after August 1, 2001 by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
with the intention of avoiding payment of the premium that the Company would
have had to pay if the Company then had elected to redeem the Notes pursuant to
Section 3.07 of the Indenture, then, upon acceleration of the Notes, an
equivalent premium shall also become and be immediately due and payable, to the
extent permitted by law, anything herein or in the Indenture to the contrary
notwithstanding. If an Event of Default occurs prior to August 1, 2001 by reason
of any willful action (or inaction) taken (or not taken) by or on behalf of the
Company with the intention of avoiding the prohibition on redemption of the
Notes prior to such date, then, upon acceleration of the Notes, an additional
premium shall also become and be immediately due and payable in an amount, for
each of the years beginning on August 1, of the years set forth below, as set
forth below (expressed as a percentage of principal amount):

Year Percentage
---- ----------

1996........................ 11.000%
1997........................ 9.900%
1998........................ 8.800%
1999........................ 7.700%
2000........................ 6.600%


The Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default or Event of Default and its consequences under
the Indenture except a continuing Default or Event of Default in the payment of
interest on, or the principal of, the Notes. The Company is required to deliver
to the Trustee annually a statement regarding compliance with the Indenture, and
the Company is required upon becoming aware of any Default or Event of Default,
to deliver to the Trustee a statement specifying such Default or Event of
Default.

13. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

14. NO RECOURSE AGAINST OTHERS. No director, officer, employee,
incorporator or stockholder of the Company, as such, shall have any liability
for any obligations of the Company under the Notes, the Indenture, the
Collateral Documents, as applicable, or for any claim based on, in respect of,
or by reason of such obligations or their creation. Each holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes.

15. AUTHENTICATION. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

16. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

17. ADDITIONAL RIGHTS OF HOLDERS. In addition to the rights provided to
Holders of Notes under the Indenture, Holders shall have all the rights set
forth in the Collateral Documents.

18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

19. ADDITIONAL INFORMATION. Any Holder of the Notes or prospective
investor may obtain a copy of the Indenture and the Collateral Documents without
charge by writing to the Company at the following address:

Advanced Micro Devices
One AMD Place
Sunnyvale, California 94088
Attention: General Counsel

ASSIGNMENT FORM


To assign this Note, fill in the form below: (I) or (we) assign and
transfer this Note to


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(Insert assignee's soc. sec. or tax I.D. no.)


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(Print or type assignee's name, address and zip code)


and irrevocably appoint_____________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.


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Date: _________________________

Your Signature:________________________________
(Sign exactly as your name appears on the face
of this Note)

Signature Guarantee.

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.16 of the Indenture, check the box below:

[_] Section 4.10 [_] Section 4.16

If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.16 of the Indenture, state the
amount you elect to have purchased: $___________



Date: ____________________ Your Signature:________________________________
(Sign exactly as your name appears on the Note)


Tax Identification No.:________________


Signature Guarantee.

SCHEDULE OF EXCHANGES OF CERTIFICATED SECURITIES

The following exchanges of a part of this Global Note for Certificated
Securities have been made: