FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
EBY THOMAS
  2. Issuer Name and Ticker or Trading Symbol
ADVANCED MICRO DEVICES INC [AMD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Ex. V.P., FASL LLC
(Last)
(First)
(Middle)
ADVANCED MICRO DEVICES, INC., ONE AMD PLACE
3. Date of Earliest Transaction (Month/Day/Year)
01/30/2004
(Street)

SUNNYVALE, CA 94088-3453
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option $ 14.86 01/30/2004   A   28,688   07/28/2004(1) 04/23/2007 Common Stock 28,688 (2) 28,688 D  
Employee Stock Option $ 14.86 01/30/2004   A   31,746   07/25/2005(3) 04/26/2010 Common Stock 31,746 (4) 31,746 D  
Employee Stock Option $ 14.86 01/30/2004   A   18,987   04/28/2005(5) 08/16/2010 Common Stock 18,987 (6) 18,987 D  
Employee Stock Option $ 14.86 01/30/2004   A   24,590   07/25/2006(7) 11/17/2010 Common Stock 24,590 (8) 24,590 D  
Employee Stock Option $ 14.86 01/30/2004   A   3,164   04/25/2006(9) 04/25/2011 Common Stock 3,164 (10) 3,164 D  
Employee Stock Option $ 14.86 01/30/2004   A   4,098   04/25/2006(11) 07/13/2011 Common Stock 4,098 (12) 4,098 D  
Employee Stock Option $ 14.86 01/30/2004   A   12,500   05/01/2008(13) 05/01/2013 Common Stock 12,500 (14) 12,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
EBY THOMAS
ADVANCED MICRO DEVICES, INC.
ONE AMD PLACE
SUNNYVALE, CA 94088-3453
      Ex. V.P., FASL LLC  

Signatures

 Thomas Eby   02/03/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Grant of option to buy 28,688 shares to vest 100% on 7/28/04.
(2) Pursuant to an agreement between the reporting person and the Issuer, the option granted respresents the replacement of an option granted to the reporting person on 4/23/97, which option was cancelled on July 28, 2003 in exchange for the future grant of a new option having a lower exercise price.
(3) Grant of option to buy 31,746 shares to vest as follows: 23,809 shares on 7/28/04, 661 shares on 8/25/04 and remaining shares monthly through 7/25/05.
(4) Pursuant to an agreement between the reporting person and the Issuer, the option granted respresents the replacement of an option granted to the reporting person on 4/26/00, which option was cancelled on July 28, 2003 in exchange for the future grant of a new option having a lower exercise price.
(5) Grant of option to buy 18,987 shares to vest as follows: 15,189 shares on 7/28/04 and remaining shares monthly through 4/28/05.
(6) Pursuant to an agreement between the reporting person and the Issuer, the option granted respresents the replacement of an option granted to the reporting person on 8/16/00, which option was cancelled on July 28, 2003 in exchange for the future grant of a new option having a lower exercise price.
(7) Grant of option to buy 24,590 shares to vest as follows: 12,294 shares on 7/28/04, 512 shares on 8/25/04 and remaining shares monthly through 7/25/06.
(8) Pursuant to an agreement between the reporting person and the Issuer, the option granted respresents the replacement of an option granted to the reporting person on 11/17/00, which option was cancelled on July 28, 2003 in exchange for the future grant of a new option having a lower exercise price.
(9) Grant of option to buy 3,164 shares to vest as follows: 1,779 shares on 7/28/04, 65 shares on 8/25/04 and remaining shares monthly through 4/25/06.
(10) Pursuant to an agreement between the reporting person and the Issuer, the option granted respresents the replacement of an option granted to the reporting person on 4/25/01, which option was cancelled on July 28, 2003 in exchange for the future grant of a new option having a lower exercise price.
(11) Grant of option to buy 4,098 shares to vest as follows: 2,304 shares on 7/28/04, 85 shares on 8/25/04 and remaining shares monthly through 4/25/06.
(12) Pursuant to an agreement between the reporting person and the Issuer, the option granted respresents the replacement of an option granted to the reporting person on 7/13/01, which option was cancelled on July 28, 2003 in exchange for the future grant of a new option having a lower exercise price.
(13) Grant of option to buy 12,500 shares to vest as follows: 3,125 shares on 5/1/05 and remaining shares monthly through 5/1/08.
(14) Pursuant to an agreement between the reporting person and the Issuer, the option granted respresents the replacement of an option granted to the reporting person on 5/1/03, which option was cancelled on July 28, 2003 in exchange for the future grant of a new option.

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