SUPPLEMENTAL AGRMT TO THE SYNDICATED LOAN AGRMT

EXHIBIT 10.50
(a-2)

ADVANCED MICRO DEVICES, INC.

SECRETARY'S CERTIFICATE

The undersigned, Thomas M. McCoy, certifies that he is the Secretary
of Advanced Micro Devices, Inc., a Delaware Corporation ("the Company"), and
that, as such, he is authorized to execute this Certificate on behalf of the
Company, and further certifies that the attached is a fair and accurate
translation of the Supplemental Agreement to the Syndicated Loan Agreement
dated February 6, 1998 between AMD Saxony Manufacturing GmbH and Dresdner Bank
AG and Dresdner Bank Luxembourg SA and other financial institutions named
therein as lenders.

WITNESS the signature of the undersigned this 26th day of February,
1998.

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

[COMPANY SEAL APPEARS HERE]

EXHIBIT 10.50 (a-2)


ENGLISH VERSION OF THE LEGALLY BINDING GERMAN LANGUAGE SUPPLEMENTAL AGREEMENT,
PREPARED FOR CONVENIENCE ONLY. NOT A TRANSLATION.



SUPPLEMENTAL AGREEMENT
6 FEBRUARY 1998

between

AMD SAXONY MANUFACTURING GMBH

and

DRESDNER BANK AG

and

THE OTHER BANKS AND FINANCIAL INSTITUTIONS
NAMED HEREIN

AND

DRESDNER BANK LUXEMBOURG S.A.


________________________________________

TO THE

SYNDICATED LOAN AGREEMENT

DATED

11. MARCH 1997
________________________________________



Doser Amereller Noack/Baker & McKenzie

Frankfurt


*CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION


INDEX
-----


Schedules

Schedule 1 Supplemental Agreement to Sponsors' Support Agreement
Schedule 2 Supplemental Agreement to AMD Saxonia Wafer Purchase Agreement
Schedule 3 Project Budget
Schedule 4 Management Plan
Schedule 5 Supplemental Agreement to Sponsors' Loan Agreement
Schedule 6 Legal Opinion O'Melveny & Myers LLP
Schedule 7 Legal Opinion O'Melveny & Myers LLP
Schedule 8 Legal Opinion Norr Stiefenhofer Lutz
Schedule 9 Legal Opinion Doser Amereller Noack / Baker & McKenzie
Schedule 10 Legal Opinion Feddersen Laule Scherzberg & Ohle Hansen Ewerwahn
Schedule 11 65/35 Guaranty Amendment Decision
Schedule 12 Maximum 65/35 Guaranty Amount
Schedule 13 Supplemental Agreement to the AMD Saxonia Hedging Agreement

SUPPLEMENTAL AGREEMENT
----------------------
TO
--
SYNDICATED LOAN AGREEMENT OF 11 MARCH 1997
------------------------------------------

between


1. AMD SAXONY MANUFACTURING GMBH, Dresden, registered in the Commercial
Register of the Dresden County Court HRB 13186,

- hereinafter referred to as "AMD Saxonia" -



2. DRESDNER BANK AG in Dresden,

- hereinafter also referred to as "Security Agent" -


3. The other Banks and financial institutions set out on the signatory pages
to this Supplemental Agreement,

- the parties referred to at 2 and 3
hereinafter each referred to as a "Bank" or together as
the "Banks", as the case may be -


and

4. DRESDNER BANK LUXEMBOURG S.A..

- hereinafter also referred to as "Agent" or "Paying Agent" -



PREAMBLE
--------

1. On 11 March 1997, AMD Saxonia, Dresdner Bank AG (in its capacity as "Agent"
and "Security Agent"), the Banks and Dresdner Bank Luxembourg S.A. (in its
capacity as "Paying Agent") entered into a syndicated loan agreement
(hereinafter "Loan Agreement") providing for credit facilities in an aggregate
total amount of DM 1.650.000.000 for the purpose of the partial financing of the
Project Costs more particularly set out therein. On 1 July 1997, Dresdner Bank
AG transferred its rights and obligations as Agent to Dresdner Bank Luxembourg
S.A. pursuant to (S) 22.11 of the Loan Agreement.

2. As a result of ongoing developments in the production of microprocessors
and the presently anticipated conversion of the production process from
aluminium based metallisation to copper and the assumption of a US$ exchange
rate of DM 1.80 instead of the

original notional exchange rate of DM 1.45 on which the original Management
Plan was based, the projected total investment costs of DM 2,430,000,000 on
which the terms of the Loan Agreement were based have increased by DM
687,000,000 to a total amount of DM 3,117,000,000.

3. On 26 September 1997, AMD Inc. made available to AMD Saxonia an amount of
US$ 34,000,000 as an additional subordinated loan pursuant to Section 2.4 of the
Sponsors' Loan Agreement. The aforesaid additional subordinated loan of US$
34,000,000 will not be taken into account in satisfaction of the obligations of
AMD Inc. to make available to AMD Saxonia, via AMD Holding equity in the form of
ordinary share capital in an aggregate amount of DM 217,500,000 and the
obligations of AMD Inc. and/or AMD Holding to make subordinated loans or
additional equity contribution in cash to the reserves of AMD Saxonia in an
aggregate amount of DM 290,000,000 pursuant to the Sponsors' Support Agreement
and the Sponsors' Loan Agreement. In addition, the entire remaining additional
projected financing costs will be financed solely by AMD Inc. by way of equity
or additional subordinated loans to be made available to AMD Saxonia in an
amount of US$ 70,000,000 (which may be made available in either DM or US$) and
by the cash flow expected to be generated through AMD Inc.'s off-take and
reimbursement obligations under the AMD Holding and AMD Saxonia Wafer Purchase
Agreements and the AMD Holding and AMD Saxonia Research, Design and Development
Agreements.

4. In the light of the circumstances and agreements referred to above, the
parties have agreed to changes to the Loan Agreement on the terms and conditions
more particularly set out below.

1.1 Terms and expressions defined in the Loan Agreement shall have the same
meaning when used in this Supplemental Agreement, unless the context requires
otherwise.

1.2 Unless the context requires otherwise, any reference to an Operative
Document or a Project Agreement shall be a reference to such Document or
Agreement as it shall have been, or from time to time be, amended, varied,
reissued, replaced, novated or supplemented in accordance with its terms,
including pursuant to this Supplemental Agreement.


(S) 2
AMENDMENTS TO THE LOAN AGREEMENT

The Loan Agreement will be amended as more particularly set out below. The Loan
Agreement shall remain in force in all other respects.

2.1 In the introduction immediately before the Preamble, under item number 2,
""Agent" and" shall be deleted and under item number 4, after "as", there shall
be added "the Agent or the" and after "Paying Agent" there shall be added ", as
the case may be".

2.2 In para. 2 of the Preamble, "estimated by AMD Saxonia, AMD Holding and AMD
Inc. (together the "AMD Companies") at DM 2,430,000,000" shall be deleted and
shall be replaced by "originally estimated by AMD Saxonia, AMD Holding and AMD
Inc. (together the "AMD Companies") at DM 2,430,000,000 and now increased to
DM3,117,000,000".

2.3 In para. 3 of the Preamble, the first sentence shall be deleted and
replaced by the following:

"On 26 September 1997, AMD Inc. made available to AMD Saxonia an
amount of US$ 34,000,000 as a subordinated loan pursuant to Section
3.5 of the Sponsors' Support Agreement and Section 2.5 of the
Sponsors' Loan Agreement. In addition, AMD Inc. has made available to
AMD Saxonia, via AMD Holding, equity in the form of ordinary share
capital in an aggregate amount of DM 217,500,000. Furthermore AMD
Inc. and/or AMD Holding has undertaken to make subordinated loans to
or, in the case of AMD Holding, additional equity contributions in
cash to the reserves of AMD Saxonia in an aggregate amount of the DM
equivalent of US$ 200,000,000 (at least DM 290,000,000) and an
additional amount equal to, or the equivalent of, US$ 70,000,000
(which amount may be made available to AMD Saxonia by way of loan in
either Dollars or Deutsche Marks and may be carried by AMD Saxonia as
a Deutsche Mark denominated liability notwithstanding the currency in
which it is made available to AMD Saxonia)."

2.4 In (S) 1.1, the definition of "Banking Day" shall be replaced by the
following:

"each day on which banks are generally open for business in London,
Frankfurt am Main, Dresden and Luxembourg."

2.5 In (S) 1.1, at the end of the definition of "Guaranty Decision" the full
stop shall be replaced by a comma and there shall be added as a new paragraph
"and the Memorandum of Understanding ("Gemeinsame Feststellungen") of 19
February 1997, the Amendment Decision of 12 December 1997 and the letter from
C&L Deutsche Revision AG dated 5 January 1998," after the words "in the edition
dated 1993 F 12.10.1990".

2.6 In (S) 1.1, in the definition of "Cost Overrun", "initial" shall be
deleted.

2.7 In (S) 4.1.1, the following changes shall be made:

(i) the first sentence will be replaced as follows:

"4.1.1 Advances shall be made up to the cumulative limit in each
Project Phase set out in the Drawdown Schedule in accordance with the
Project Schedule which limit shall not, however, without the prior
written consent of the Guarantor, be greater than the maximum
guaranty amount for any calendar year prescribed by the Guarantor
pursuant to Schedule 63."


(ii) the second paragraph will be replaced as follows:

"Drawdowns in any Project Phase are permitted only in the amount of
Project Costs which have been incurred during the same Project Phase,
as the same are documented by invoices and other supporting evidence
to be

furnished together with the Drawdown Notice, as required below.
Drawdowns in a current Project Phase are however permitted in
respect of Project Costs which are shown to have been incurred in
respect of an invoice for goods or services performed or delivered,
submitted in the last thirty days prior to the end of a prior
Project Phase and which have been included in full in the first
Drawdown Notice of such current Project Phase."

2.8 (S) 5.1.4 shall be replaced by the following:

"5.1.4 Receipt of an extract from the Land Register confirming that
AMD Saxonia has been registered in the Register as the owner of
parcels referred to as nos. Folio 851 parcels nos. 150/2, 121/2, 122,
123, 124, 125/2, 126, 127, 128/2, 129/3, 130, 131, 132, 133/1, 134,
135, 136, 137, 138, 139, 140, 141, 142, 143, 143a, 144, 145, 146,
147, 148, 149, 151/2, 152, 153, 154/2, 155, 156, 157, 158, 159,
160/1, 160/2, 161, 162, 694/1 in the County Court of Dresden von
Wilschdorf and that the land charge to be granted in accordance with
(S) 8.1.6 has been registered and that there are no prior registered
charges."

2.9 In (S) 5.1.6, the following amendments shall be made:

(i) para. (xii) shall be replaced by the following:

"(xii) copies, certified by a lawyer as true copies, of Material
Equipment Supply Contracts and Material Service Contracts (to the
extent executed as at the date of the initial Drawdown Notice),
including relevant Consents and Agreements in the form set out in

Schedule 40, Annex 3 of Schedule 49 or in such other form as the
----------- -----------
Agent has consented to as well as all other Consents and Agreements
required in accordance with the Security Documents in the form set
out in Schedules 49 and 55;"
------------ --

(ii) para (xvi) shall be replaced by the following:

"(xvi) confirmation in writing from the State Ministry of Saxony for
Economics and Labour that it has received a Letter from the European
Commission confirming its non-objection to the interest subsidies to
be paid under the Subsidy Agreements."


2.10 (S) 5.1.15 shall be replaced by the following:

"5.1.15 The Technical Advisor has received the Plans and
Specifications in form and substance satisfactory to the Technical
Advisor and the Agent has received confirmation in writing, to that
effect."

2.11 In (S) 5.2.5 "certified copy" shall be deleted and replaced with "a copy
certified by a lawyer".

2.12 (S) 6.9 shall be replaced by the following:

"6.9 All payments to be made by AMD Saxonia to the Banks pursuant to the
terms of this Loan Agreement shall at all times be made to the Paying
Agent's account no. 0809580200 with Dresdner Bank in Frankfurt or such
other account as may be specified by the Paying Agent on the relevant due
date. The Security Agent is hereby also authorised to debit the relevant
amounts due from AMD Saxonia's [***] with the Security Agent in Dresden on
or after the due date and to pay the same to the Agent for distribution to
the individual Banks. Payments made otherwise than in accordance with this
provision shall not constitute good discharge in favour of AMD Saxonia".

2.13 In (S) 7.1, "2006" shall be deleted and shall be replaced by "2005".

2.14 In (S) 7.2, the repayment schedule shall be deleted and replaced by the
following repayment schedule: