FORM OF AMD PROXY

EXHIBIT 99.2

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PROXY

ADVANCED MICRO DEVICES, INC.
SPECIAL MEETING OF STOCKHOLDERS--JANUARY 16, 1996

The undersigned appoints W.J. SANDERS III and MARVIN D. BURKETT and each of
them as proxies for the undersigned, with full power of substitution to
represent and vote all of the stock of the undersigned at the Special Meeting
of Stockholders of Advanced Micro Devices, Inc. to be held on January 16, 1996,
and at any adjournment thereof, on the following matters as described in the
Joint Proxy Statement/Prospectus accompanying the Notice of Meeting, receipt of
which is hereby acknowledged, and according to their or his discretion on all
other matters that may be properly presented for action at the meeting and at
any postponement or adjournment thereof. The undersigned may revoke this proxy
at any time prior to its exercise.

Unless otherwise specified, this proxy will be voted FOR the proposals set
forth below.

1. Proposal to approve and adopt an Agreement and Plan of Merger dated October
20, 1995, pursuant to which NexGen, Inc. will be merged with a wholly-owned
subsidiary of Advanced Micro Devices, Inc. or with Advanced Micro Devices,
Inc. as described in the Joint Proxy Statement/Prospectus.

FOR [_] AGAINST [_] ABSTAIN [_]

2. Proposal to approve an amendment to the Advanced Micro Devices, Inc. 1991
Stock Purchase Plan.

FOR [_] AGAINST [_] ABSTAIN [_]



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Dated: _______________________, 199

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Signature(s) of Stockholders

Please sign exactly as the name or
names appear in this proxy. If the
stock is issued in the name of two
or more persons, all of them should
sign the proxy. A proxy executed by
a corporation should be signed in
its name by an authorized officer.
Executors, ad- ministrators and
trustees should so indicate when
signing.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Please mark, date and return this proxy card promptly in the enclosed postpaid
return envelope.