CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORP.

Exhibit 3.3


CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATION OF INCORPORATION

OF

ADVANCED MICRO DEVICES, INC.

ADVANCED MICRO DEVICES, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HERBY CERTIFY:

1. The name of the corporation (hereinafter called the "Corporation")
-----------
is Advanced Micro Devices, Inc.

2. The Restated Certificate of Incorporation of the Corporation is hereby
amended by striking out the first sentence of Article Four thereof
and by submitting in lieu of said first sentence of Article Four the
following new first sentence of Article Four.

"The total number of shares of stock which the corporation shall have
authority to issue is Seven Hundred Fifty One Million (751,000,000) of
which Seven Hundred Fifty Million (750,000,000) shares shall be Common
Stock of the par value of One Cent ($0.01) per share and One Million
(1,000,000) shares shall be Serial Preferred Stock of the par value of
Ten Cents ($0.10) per share."


3. The amendment of the certificate of incorporation herein certified has
been duly adopted in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware.


IN WITNESS WHEREOF, Advanced Micro Devices, Inc. has caused this
certificate to be signed by Thomas M. McCoy, its Senior Vice President, General
Counsel and Secretary, and Francis P. Barton, its Senior Vice President and
Chief Financial Officer, this 25th day of May, 2000.


/s/ Thomas M. McCoy
-------------------
Thomas M. McCoy
Senior Vice President, General Counsel and
Secretary


/s/ Francis P. Barton
---------------------
Francis P. Barton
Senior Vice President and Chief Financial
Officer