EXHIBIT 10.28(c)

                            SECOND AMENDMENT TO THE
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                            ADVANCED MICRO DEVICES
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                            EXECUTIVE SAVINGS PLAN
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            As Amended and Restated Effective as of August 1, 1993
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        The Plan is hereby amended to permit the assignment and assumption of 
liabilities hereunder under appropriate circumstances:

        1.  Restriction Against Assignment.
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        A new last paragraph is added to Section 9.2 that reads as follows:

            "Notwithstanding anything herein or in Article VI to the contrary, 
        if prior to a Participant's Payment Eligibility Date, the Participant's
        prospective employer agrees in writing to accept an assignment of the
        Participant's interest and Accounts hereunder and to assume all
        liability therefor on terms acceptable to the Company, then the
        Participant shall receive no distribution of his interest and Accounts
        and, instead, the Participant's interest and Accounts hereunder (and all
        related liabilities) will be assigned to the Participant's prospective
        employer. Following such an assignment and assumption, the Company shall
        have no liability hereunder to the Participant."

        2.  Effective Date.  Section 1 is effective October 1, 1997.
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        IN WITNESS WHEREOF, the Company has caused this Second Amendment to the 
Executive Savings Plan, as amended and restated as of August 1, 1993, to be 
executed by its duly authorized officers on this _____ day of ________, 19__.
    
                                                ADVANCED MICRO DEVICES, INC.


                                                By /s/ Stanley Winvick
                                                   -----------------------------
                                                         Stanley Winvick
                                                      Senior Vice President,
                                                          Human Resources

                                                By /s/ Marvin D. Burkett
                                                   -----------------------------
                                                         Marvin D. Burkett
                                                      Senior Vice President
                                                     and Chief Financial Officer



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