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		File No. 025681-0058

100 F Street, N.E.

Washington, D.C. 20549-6010

Ladies and Gentlemen:

On behalf of Advanced Micro Devices, Inc. (the “Company” or “AMD”), we are hereby filing Amendment No. 1 (“Amendment No. 1”) to the Company’s Preliminary Proxy Statement on Schedule 14A, which was initially filed with the Securities and Exchange Commission (the “Commission”) on October 22, 2008 (as amended, the “Proxy Statement”). For your convenience, we have enclosed a courtesy package which includes five copies of Amendment No. 1, three of which have been marked to show changes from the initial filing of the Proxy Statement.

Amendment No. 1 has been revised to reflect the Company’s responses to the comments received by facsimile on November 18, 2008 from the staff of the Commission (the “Staff”). For ease of review, we have set forth below each of the numbered comments of your letter and the Company’s responses thereto.

General

December 3, 2008

Page 2

Response: In response to the Staff’s comment, the Company respectfully submits that it is not required to provide or incorporate by reference in the Proxy Statement either its historical financial statements or pro forma financial information for the transactions contemplated by the Master Transaction Agreement.

With respect to the Company’s historical financial statements, Instruction 1 to Item 13 of Schedule 14A provides that “any or all of the information required by paragraph (a) of this Item, not material for the exercise of prudent judgment in regard to the matter to be acted upon may be omitted. In the usual case . . . the information is not deemed material where the matter to be acted upon is the authorization or issuance of common stock, otherwise than in an exchange, merger, consolidation, acquisition or similar transaction.” Because the issuance of shares of the Company’s common stock and warrants to purchase shares of the Company’s common stock to West Coast Hitech L.P. (“WCH”) with respect to which the Company is soliciting proxies is an issuance of common stock otherwise than in an exchange, merger, consolidation, acquisition or similar transaction and the Company’s historical financial statements are not otherwise material to an investor’s decision to approve or disapprove the issuance, the Company is not required to include or incorporate by reference in the Proxy Statement its historical financial statements. We note that the only matter requiring stockholder approval in this transaction is the issuance of the Company’s common stock and warrants, pursuant to the rules of the New York Stock Exchange.

With respect to pro forma financial information for the transactions contemplated by the Master Transaction Agreement, Item 14(a) of Schedule 14A requires a registrant to provide pro forma financial information if proxies are being solicited to approve a merger or consolidation, an acquisition of securities of another person, an acquisition of any other going business or the assets of a going business, a sale or other transfer of all or any substantial part of assets, or a liquidation or dissolution. Because the issuance of shares of the Company’s common stock and warrants to purchase shares of the Company’s common stock to WCH with respect to which the Company is soliciting proxies does not fall within any one of these five categories of transactions, the Company is not required to include or incorporate by reference in the Proxy Statement pro forma financial information for the transactions contemplated by the Master Transaction Agreement. Furthermore, even if the Company was soliciting proxies with respect to a transaction that fell within one of the five categories of transactions enumerated in Item 14(a) of Schedule 14A, Item 14(b)(11) of Schedule 14A only requires a registrant to provide pro forma financial information “[i]f material.” Given that the Company will consolidate the accounts of The Foundry Company after the consummation of the transactions contemplated by the Master Transaction Agreement as required by FIN 46R, pro forma financial information for the transactions contemplated by the Master Transaction Agreement is immaterial to an investor’s decision to approve or disapprove the issuance of shares of the Company’s common stock and warrants to purchase shares of the Company’s common stock to WCH. The Company has detailed the financial impact of the transactions contemplated by the Master Transaction Agreement in the text of the

December 3, 2008

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Proxy Statement, which the Company believes is the most effective way of presenting such information.

The Transactions, page 7

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 7 of Amendment No. 1. However, the Company respectfully submits that because the manufacturing assets currently produce partially completed products solely for AMD, they do not currently provide any independent revenues. As such, there is no meaningful way to determine “the proportion of [AMD’s] revenues generated by the business” being transferred as further processing is required to produce finished products for sale to customers. The Company has disclosed the current approximate book value of the assets being transferred, as well as the overall current book value of its assets, as of the end of the Company’s most recent fiscal quarter for which information is available. The Company has also added disclosure concerning the intellectual property being transferred, although notes that there is currently no meaningful way to quantify the proportion being transferred for non-patent intellectual property.

Our Purpose and Reasons for the Transactions, page 8

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 8 of Amendment No. 1.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 8 of Amendment No. 1.

Financial impact upon us of the Master Transaction Agreement, page 9

December 3, 2008

Page 4

Response: In response to the Staff’s comment, the Company has revised page 9 of Amendment No. 1 to disclose that the proceeds from the sale of the Company’s common stock and warrants to purchase shares of the Company’s common stock to WCH will be used for general corporate purposes, which may include reducing its outstanding indebtedness, increasing its working capital, acquisitions and capital expenditures.

Response: In response to the Staff’s comment, the Company determined that The Foundry Company will be a “variable interest entity” under Interpretation No. 46(R), Consolidation of Variable Interest Entities an interpretation of ARB No. 51 (“FIN 46R”), requiring consolidation by the Company because of the following reasons.

December 3, 2008

Page 5

Form 10-K for the fiscal year ended December 29, 2007

Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies, page 94

December 3, 2008

Page 6

Response: In response to the Staff’s comment, the Company will provide the disclosure requested above, as applicable, in its future filings.

Note 3. ATI Acquisition, page 102

Goodwill and Acquisition Related Intangible Assets, page 105

Response: In response to the Staff’s comment, fiscal 2007 was a challenging year for each of the Company’s operating segments including, in particular, its Graphics and Consumer Electronics businesses, which were acquired from ATI Technologies, Inc. (“ATI”) in October 2006.

The Company’s Graphics business was engaged in an intense pricing competition with its primary competitor, nVidia Corporation (“nVidia”), throughout fiscal 2007, which required an increase in the Company’s sales and marketing activities to a greater extent than previously forecasted. In addition, the Company invested in the development of new graphics technologies to a greater extent than previously forecasted, which drove an increase in its research and development expenses. Also in 2007, Intel Corporation (“Intel”), the Company’s primary competitor for microprocessors, announced its intention to develop a discrete graphics product. The pricing competition with nVidia, increased research and development activities, and the anticipated introduction of a discrete graphics product by Intel were the primary factors resulting in lower near-term and longer-term forecasts of Graphics business revenues, operating profitability and cash flows compared to the Company’s forecasts at the time of the ATI acquisition in October 2006.

With respect to the Company’s Consumer Electronics business, its digital television unit was primarily affected by the unexpected rapid introduction and proliferation of low-cost digital televisions that did not contain its technology. The availability and adoption of these low-cost alternatives by consumers resulted in lower forecasted sales to those

December 3, 2008

Page 7

companies employing the Company’s technology. In addition, the Company’s handheld business is dependent upon a small number of mobile handset customers for its revenues. During 2007, one handset customer began to experience severe competition and eroding market share for its consumer handset products, resulting in an unexpectedly large decrease in sales of the Company’s products. These two principal factors resulted in lower near-term and longer-term forecasts of each respective unit’s revenues, operating profitability and cash flows compared to the Company’s forecasts at the time of the ATI acquisition in October 2006.

The Company will clarify its disclosures regarding the circumstances leading to the impairment in its future filings.

In addition, provide a discussion of the reporting unit level at which you test goodwill for impairment and the basis for that determination.

Response: In response to the Staff’s comment, two valuation techniques were considered in determining the implied fair value of goodwill, the income approach and the market approach, which are described below:

December 3, 2008

Page 8

The Company considered whether the income approach or the market approach could be reasonably utilized to value its reporting units. The Company did not consider one methodology to be inherently more appropriate than the other. Rather, these are two equally valid valuation techniques permissible under Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets (“SFAS 142”), that were considered in determining the implied fair value of goodwill.

While market valuation data for comparable companies was gathered and analyzed, the Company ultimately concluded that there was not sufficient comparability between the peer groups and the specific reporting units to allow for the derivation of reliable indications of value using a market approach, and therefore the Company ultimately employed the income approach, using discounted cash flows, to value its reporting units. The Company did, however, perform an overall reasonableness check by comparing the results of the analyses in total to the Company’s observed market capitalization as of the valuation date.

The Company identifies its reporting units following the guidance in paragraph 30 of SFAS 142. As of December 29, 2007, the Company had identified six reporting units, which, for external reporting purposes, comprised three operating segments. The Company’s fiscal 2007 impairment review encompassed the following reporting units: Microprocessors, Integrated Chipsets, Graphics, Digital Televisions, Handheld Devices and Game Consoles. The operating segments were identified using the criteria outlined in paragraphs 10-15 of SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, and the reporting units within the operating segments were identified based on the Company’s conclusion that these reporting units constituted businesses, pursuant to the guidance in EITF Issue No. 98-3, “Determining Whether a Transaction is an Exchange of Similar Productive Assets or a Business Combination,” and because segment management reviewed the operating performance of each of those identified reporting units.

The Company will clarify its application of valuation methodologies and its basis for establishing reporting units in its future filings.

Form 10-Q for the quarterly period ended September 27, 2008

Condensed Consolidated Financial Statements

Note 10. Fair Value Measurements, page 14

December 3, 2008

Page 9

Please refer to paragraph 33(c) of SFAS 157.

Response: In response to the Staff’s comment, the Company’s significant inputs and assumptions used in the discounted cash flow model to determine the fair value of its auction rate securities (“ARS”) are as follows:

The maximum contractual interest rate on the Company’s failed ARS, per UBS’s prospectus relating to such ARS, is generally one-month LIBOR plus 1.50%. The weighted-average interest rate for the Company’s holdings as of September 27, 2008 was 3.62%. Such ARS have stated maturities ranging from January 2025 to December 2050.

The Company will provide the disclosure requested above, as applicable, in its future filings.

December 3, 2008

Page 10

Response: In response to the Staff’s comment, the Company respectfully submits that it is still appropriate to classify these instruments as short-term marketable securities as of September 27, 2008, as the Company reasonably expects to receive its principal and use the proceeds in its operations within the next 12 months. Although there may not be successful future auctions, the Company reasonably expects there to be other channels through which it reasonably expects to sell the ARS, such as when the issuers establish a different form of financing to replace these securities or a buyer is found outside the auction process, as buyers will be more willing to purchase these ARS which have above-market interest rate returns. In informal discussions with staff members at brokerage firms, the Company has been informed that brokerage firms are working to create a new market for these securities. The Company believes that, in the next 12 months, brokerage firms will restructure these securities to have shorter maturities, making them more attractive to investors. The Company has had $7 million of redemptions at par so far in the fourth quarter of fiscal 2008.

The following provisions are included in the UBS settlement:

At this time, the Company believes that the classification of these securities as current is still appropriate as it is reasonably possible that UBS may redeem these securities within the next 12 months in the auction process, restructurings or other means as indicated above. Because of the unprecedented events in the ARS market, the Company cannot predict with certainty when liquidity in the ARS market will return. The Company respectfully submits that it will continue to monitor and assess the situation by considering factors including the success or continued failure of future auctions, potential settlements that brokers may enter into with the regulatory bodies, possible failure of the investments to be redeemed, market risk and other factors.

December 3, 2008

Page 11

Response: In response to the Staff’s comment, the table in Note 6 erroneously described the $269 million as “Auction rate preferred stock,” whereas it should have been captioned “Auction rate securities.” $12 million of investments in auction rate preferred stock were included in the $269 million of ARS. The Company has corrected its captioning in subsequent filings to the Form 10-K. The Company respectfully submits the following reconciliation of its ARS from December 29, 2007 to September 27, 2008 is (in millions):

Note 14. Sale of Receivables Classified as Other Short-Term Obligations, page 18

Response: In response to the Staff’s comment, the Company’s accounts receivable securitization program is for distributors and because the Company does not recognize revenue until the distributors sell through to their customers, the accounting treatment does not fall under SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, which allows transfer of assets for “qualified accounts receivable.” Instead, these transactions should be characterized as financing transactions, similar to a sale of future revenues pursuant to EITF Issue No. 88-18, Sales of Future Revenues” (“Issue 88-18”). The Company maintains the accounts receivable and short-term debt on its books until the customer pays the entity funding the accounts receivable. No partial payments occur or are allowed, so there is no need to apply the

December 3, 2008

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proportional approach described in the second issue of Issue 88-18. If the sell through price is less than invoiced, a credit note is issued to the financing entity for the difference.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies, page 22

Response: In response to the Staff’s comment, the Company will provide the disclosure requested above, as applicable, in its future filings.

Results of Operations, page 23

Response: In response to the Staff’s comment, the Company respectfully submits that as part of its ongoing business operations, it disposes of equipment from time to time, sometimes through the sale to a third party. This occurred in the second quarter of fiscal 2008 relating to the Company’s sale of 200 millimeter equipment. The Company’s policy is to record gains or losses on the disposition of assets in that statement of operations caption where the related depreciation expense was recorded. In this particular situation, the assets were manufacturing equipment and the depreciation for the assets had been recorded in cost of sales on the statement of operations and, therefore, when the assets were sold, the gain was also was recorded in costs of sales. In the second quarter of fiscal 2008, the amount of the gain recognized on the sale of equipment was separately disclosed in the notes to the interim financial statements due to its significant impact on gross margin for both the quarter and nine months ended September 27, 2008.

December 3, 2008

Page 13

While there is limited guidance regarding the specific statement of operations line item to be used for recording a gain on the disposition of an asset, the Company relied upon SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, paragraph 45, which provides that “[a] gain or loss recognized that is not a component of an entity shall be included in income from continuing operations before income taxes in the income statement of a business enterprise and in income from continuing operations in the statement of activities of a not-for-profit organization. If a subtotal such as ‘income from operations’ is presented, it shall include the amounts of those gains or losses.”

Contractual Obligations, page 33

Response: In response to the Staff’s comment, the Company primarily relied upon the accounting literature EITF Issue No. 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock,” and also considered the following accounting literature for its accounting treatment of the capped call:

Based on the analysis performed under this accounting literature, the Company determined that the capped call meets the criteria for classification as an equity transaction. As a result, the Company has recorded the purchase of this capped call as a reduction in additional paid-in capital and will not recognize subsequent changes in its fair value. Such disclosure has been made on page 119 of the Company’s 2007 Form 10-K under Note 9, Debt. The voluntary Chapter 11 bankruptcy filing of Lehman Brothers OTC Derivatives, Inc. does not have an impact on the accounting for this capped call,

December 3, 2008

Page 14

other than the potentially disadvantageous tax consequences as disclosed in the Company’s Form 10-Q for the quarterly period ended September 27, 2008. The Company respectfully submits that it will appropriately disclose its accounting treatment for the capped call in its future filings.

* * *

In connection with this letter, the Company acknowledges that:

* * *

We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (650) 463-3060 or by fax at (650) 463-2600 with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Tad J. Freese

Tad J. Freese

of LATHAM & WATKINS LLP

Harry A. Wolin, Advanced Micro Devices, Inc.

Katy Wells, Advanced Micro Devices, Inc.

Faina Medzonsky, Advanced Micro Devices, Inc.