FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  EDWARDS WILLIAM T
 2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2004		 3. Issuer Name and Ticker or Trading Symbol
ADVANCED MICRO DEVICES INC [AMD]
(Last)
(First)
(Middle)
ADVANCED MICRO DEVICES, INC., ONE AMD PLACE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Strategy Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SUNNYVALE, CA 94088-3453		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 13,394
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option 01/07/2007(1) 01/07/2012 Common Stock 94,262 $ 14.86 (2) D  
Employee Stock Option 01/07/2005 01/07/2012 Common Stock 4,000 $ 0.01 D  
Employee Stock Option 05/01/2008(3) 05/01/2013 Common Stock 12,500 $ 14.86 (4) D  
Employee Stock Option 05/01/2007(5) 02/02/2014 Common Stock 37,500 $ 14.64 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
EDWARDS WILLIAM T
ADVANCED MICRO DEVICES, INC.
ONE AMD PLACE
SUNNYVALE, CA 94088-3453		       Chief Strategy Officer  

Signatures

William T. Edwards 02/12/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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 94,262 shares to vest as follows: 37,704 shares on 7/28/2004, 28,278 shares on 1/7/2005, 18,852 shares on 1/7/2006 and 9,428 shares on 1/7/2007.
(2) Pursuant to an agreement between the reporting person and the Issuer, the option granted represents the replacement of an option granted to the reporting person on 1/7/2002 which option was cancelled on July 28, 2003 in exchange for the future grant of a new option.
(3) Grant of option to buy 12,500 shares to vest as follows: 3,125 shares on 5/1/2005 then remaining shares monthly through 5/1/2008.
(4) Pursuant to an agreement between the reporting person and the Issuer, the option granted represents the replacement of an option granted to the reporting person on 5/1/2003 which option was cancelled on July 28, 2003 in exchange for the future grant of a new option.
(5) Grant of option to buy 37,500 shares to vest as follows: 25% on 5/1/2004 then remaining shares monthly through 5/1/2007.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.