8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

October 13, 2004

Date of Report (Date of earliest event reported)

ADVANCED MICRO DEVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-7882	94-1692300
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

One AMD Place

P.O. Box 3453

Sunnyvale, California 94088-3453

(Address of principal executive offices) (Zip Code)

(408) 749-4000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On October 13, 2004, AMD announced its intention to commence an offering of $600,000,000 in principal amount of Senior Notes to be issued pursuant to Rule 144A and Regulation S. For additional information concerning this offering, refer to the exhibit contained in this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

  (c)    Exhibits.

99.1      Press Release dated October 13, 2004.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ADVANCED MICRO DEVICES, INC.
Date:	October 13, 2004	By:	/s/    ROBERT J. RIVET
			Robert J. Rivet Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

EDITORIAL CONTACT:	CONTACTS:
Dave Kroll	Mike Haase
(408) 749-3310 dave.kroll@amd.com	(408) 749-3124 mike.haase@amd.com
	Ruth Cotter (408) 749-3887 ruth.cotter@amd.com

Advanced Micro Devices, Inc. Announces Intention to Offer Senior Notes

SUNNYVALE, CA – October 13, 2004 – Advanced Micro Devices, Inc. (NYSE: AMD) today announced that it intends to offer $600,000,000 in principal amount of Senior Notes due 2012 pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended.

AMD intends to use the net proceeds generated from the offering, together with existing cash, to prepay the full amount owed by the company’s indirect wholly-owned German subsidiary, AMD Saxony Limited Liability Company & Co. KG, under its existing term loan.

The Notes will not be registered under the Securities Act, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

This release contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements in this release involve risks and uncertainty that could cause actual results to differ materially from current expectations.