Form: 10-Q/A

Quarterly report pursuant to Section 13 or 15(d)

August 31, 2000

10-Q/A: Quarterly report pursuant to Section 13 or 15(d)

Published on August 31, 2000



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A-1

(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934


For the quarterly period ended July 2, 2000
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OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 1-7882
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ADVANCED MICRO DEVICES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 94-1692300
- ----------------------------------------- -------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)

One AMD Place
Sunnyvale, California 94086
- ----------------------------------------- --------
(Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code: (408) 732-2400
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes X No_______
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The number of shares of $0.01 par value common stock outstanding as of August 7,
2000: 156,261,962

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

3.3 Certificate of Amendment to Restated Certificate of Incorporation
dated May 25, 2000.

*10.25 (b) Amendment 2 to the Technology Development and License Agreement,
entered into as of October 1, 1998 by AMD and its subsidiaries and
Motorola, Inc. and its subsidiaries (previously filed).

27.1 Financial Data Schedule (previously filed).

* Confidential treatment has been requested with respect to certain
portions of this Exhibit.

(b) Reports on Form 8-K

The following reports on Form 8-K were filed during the quarter for which this
report is filed:

1. A Current Report on Form 8-K dated March 30, 2000 reporting under Item 5 -
Other Events was filed announcing that AMD will retain its Network Products
Division.

2. A Current Report on Form 8-K dated April 5, 2000 reporting under Item 5 -
Other Events was filed announcing expected sales in the first quarter.

3. A Current Report on Form 8-K dated April 12, 2000 reporting under Item 5 -
Other Events was filed announcing AMD's first quarter earnings.

4. A Current Report on Form 8-K dated May 21, 2000 reporting under Item 5 -
Other Events was filed announcing the execution of definitive agreements
with respect to the recapitalization of our Communications Products
Division.

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.


ADVANCED MICRO DEVICES, INC.


Date: August 30, 2000 By: /s/ Francis P. Barton
---------------------------------
Francis P. Barton
Senior Vice President, Chief Financial Officer

Signing on behalf of the registrant and as
the principal accounting officer

EXHIBIT INDEX

Exhibit No. Description
- ----------- --------------------------------

3.3 Certificate of Amendment to Restated Certificate of
Incorporation dated May 25, 2000.

10.25(b) Amendment to the Technology Development and License
Agreement, entered into as of October 1, 1998 by AMD and its
subsidiaries and Motorola, Inc. and its subsidiaries
(previously filed).

27.1 Financial Data Schedule (previously filed).

* Confidential treatment has been requested with respect to
certain portions of this Exhibit.