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In January 2002, we issued and sold $500,000,000 aggregate principal amount of our 4.75% Convertible Senior Debentures Due 2022 in a private offering. This prospectus will be used by selling securityholders to resell the debentures and the common stock issuable upon conversion of the debentures.

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The debentures currently bear interest at an annual rate of 4.75%. On August 1, 2008, August 1, 2011 and August 1, 2016, the interest rate on the debentures will be reset to a rate per annum equal to the interest rate payable 120 days prior to such reset date on 5-year U.S. Treasury Notes plus 0.43%. However, in no event will such interest rate be reset below 4.75% or above 6.75% per annum. Interest is payable February 1 and August 1 of each year, beginning August 1, 2002. On February 1, 2022, the maturity date of the debentures, holders of debentures will receive $1,000 plus accrued and unpaid interest for each debenture.

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Holders may convert all or some of their debentures at any time prior to the close of business on the business day immediately preceding the maturity date at a conversion price of $23.38 per share, subject to prior redemption of the debentures. The conversion price is subject to adjustment. Upon conversion, a holder will not receive any cash representing accrued and unpaid interest.

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The debentures are not entitled to any sinking fund. We may redeem the debentures on or after February 5, 2005 at the prices described in this prospectus; provided that we may not redeem the debentures prior to February 5, 2006 unless the last reported sale price of our common stock is at least 130% of the then effective conversion price for at least 20 trading days within a period of 30 consecutive trading days ending within five trading days of the date of the redemption notice.

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We do not intend to list the debentures on any national securities exchange or the Nasdaq National Market. Our common stock is listed on the New York Stock Exchange under the symbol “AMD.” On September 17, 2002, the last reported sale price of our common stock on the New York Stock Exchange was $6.83 per share.

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Issuer

Advanced Micro Devices, Inc.

Securities offered

$500 million aggregate principal amount of 4.75% Convertible Senior Debentures Due 2022.

Interest

The debentures currently bear interest at an annual rate of 4.75%. On August 1, 2008, August 1, 2011 and August 1, 2016 the interest rate on the debentures will be reset to a rate per annum equal to the interest rate payable 120 days prior to such reset date on 5-year U.S. Treasury Notes plus 0.43%. However, in no event will the interest rate be reset below 4.75% or above 6.75% per annum. Interest is payable on February 1 and August 1 of each year, beginning on August 1, 2002.

Maturity date

February 1, 2022.

Conversion rights

Holders may convert all or some of their debentures at any time prior to the close of business on the business day immediately preceding the maturity date at a conversion price of $23.38 per share. The initial conversion price is equivalent to a conversion rate of approximately 42.77 shares per $1,000 principal amount of debentures. The conversion price is subject to adjustment. Upon conversion, holders will not receive any cash representing accrued interest. For more information, see “Description of Debentures—Conversion of Debentures.”

Ranking

The debentures are our senior unsecured obligations and will rank equally with all of our other senior unsecured indebtedness. The debentures effectively rank behind all of our secured debt to the extent of the value of the assets securing those debts, and are structurally subordinated to all liabilities, including trade payables, of our subsidiaries. At June 30, 2002, we had $75.0 million of secured debt outstanding under our credit facility, and our subsidiaries had approximately $1.2 billion of outstanding indebtedness and other liabilities. For more information, see “Description of Debentures—Ranking.”

Sinking fund

None.

Optional redemption

We may redeem some or all of the debentures on or after February 5, 2005, at the redemption prices set forth in this prospectus; provided that we may not redeem the debentures prior to February 5, 2006 unless the last reported sale price of our common stock is at least 130% of the then effective conversion price for at least 20 trading days within a period of 30 consecutive trading days ending within five trading days of the date of the redemption notice. For more information, see “Description of Debentures—Optional Redemption by AMD.”

Purchase of debentures by us at the option

Holders may require us to repurchase all or a portion of their debentures on

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of the holder

February 1, 2009, February 1, 2012 and February 1, 2017 at 100% of the principal amount of the debentures to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. For more information, see “Description of Debentures—Repurchase at Option of the Holder on Purchase Dates.”

Fundamental Change

If we undergo a Fundamental Change, as described in this prospectus, holders will have the option to require us to repurchase for cash all or any portion of their debentures not previously called for redemption. We will pay a repurchase price equal to 100% of the principal amount of the debentures to be repurchased plus accrued and unpaid interest to, but excluding, the repurchase date. The purpose of the repurchase option is to afford holders protection upon the occurrence of certain transactions that result in a change to our basic structure or ownership. However, the term “Fundamental Change” may not include other events that might adversely affect our financial condition. For more information, see “Description of Debentures—Repurchase at Option of the Holder Upon a Fundamental Change.”

Use of proceeds

The selling securityholders will receive all of the proceeds from the sale under this prospectus of debentures and the common stock issuable upon conversion of the debentures. We will not receive any proceeds from these sales.

United States federal income tax considerations

Each holder agrees in the indenture, for United States federal income tax purposes, to treat the debentures as “contingent payment debt instruments” and to abide by our application of the Treasury regulations that govern contingent payment debt instruments, including our determination that the rate at which interest will be deemed to accrue for federal income tax purposes will be 9.625% compounded semi-annually, which is the rate comparable to the rate at which we would borrow on a noncontingent, nonconvertible borrowing with terms and conditions otherwise comparable to the debentures. Accordingly, each holder will be required to accrue interest at this rate (subject to certain adjustments as described in greater detail in “Material United States Federal Income Tax Considerations”), with the result that a U.S. Holder will recognize taxable income significantly in excess of cash received while the debentures are outstanding. In addition, a U.S. Holder will recognize gain upon a conversion of a debenture into our common stock equal to the excess, if any, of the value of the common stock received on the conversion over the sum of the original purchase price of the U.S. Holder’s debenture and accrued but unpaid interest. Moreover, gain recognized on conversion or other taxable disposition of a debenture will generally be treated as ordinary income. However, no rulings have been or will be sought from the Internal Revenue Service or a court with respect to the applicability of the Contingent Debt Regulations to the debentures and, accordingly, no assurance can be given that the IRS or a court will agree with the treatment described herein. If the agreed upon treatment was successfully challenged by the IRS, it might be determined that, among other differences, a holder should have accrued interest income at a lower rate, should not have recognized income or gain upon the conversion, and should not have recognized ordinary income upon a taxable disposition of its debentures. For more information, see “Material United States Federal Income Tax Considerations.”

HOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE TAX TREATMENT OF THE DEBENTURES AND WHETHER A PURCHASE OF THE DEBENTURES IS ADVISABLE IN LIGHT OF THE AGREED UPON TAX TREATMENT AND THE INVESTOR’S PARTICULAR TAX SITUATION.

Common stock

Our common stock is listed on The New York Stock Exchange under the symbol “AMD.”

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operating results;

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anticipated cash flows;

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capital expenditures;

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gross margins;

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adequacy of resources to fund operations and capital investments;

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our ability to produce AMD Athlon™ and AMD Duron™ microprocessors in the volume required by customers on a timely basis;

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our ability to maintain average selling prices of seventh-generation microprocessors despite aggressive marketing and pricing strategies of our competitors;

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our ability to increase customer and market acceptance of our seventh- and eighth-generation microprocessors;

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our ability, and the ability of third parties, to provide timely infrastructure solutions, such as motherboards and chipsets, to support our microprocessors;

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a recovery in the communication and networking industries leading to an increase in the demand for Flash memory products;

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the effect of foreign currency hedging transactions;

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the process technology transition in our submicron integrated circuit manufacturing and design facility in Dresden, Germany, known as Dresden Fab 30; and

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the financing and construction of the Fujitsu AMD Semiconductor Limited, or FASL, manufacturing facilities.

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the cyclical nature of the demand for the products of semiconductor customers;

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excess inventory levels in the channels of distribution, including our customers;

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excess production capacity; and

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accelerated declines in average selling prices.

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our ability to continue offering new higher performance microprocessors competitive with Intel’s Pentium 4 processor;

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our ability to maintain and improve the successful marketing position of the AMD Athlon XP microprocessor, which relies on market acceptance of a metric based on overall processor performance versus processor speed;

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our ability to maintain average selling prices of microprocessors despite increasingly aggressive Intel pricing strategies, marketing programs, new product introductions and product bundling of microprocessors, motherboards and chipsets;

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our ability, on a timely basis, to produce microprocessors in the volume and with the performance and feature set required by customers;

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the pace at which we will be able to convert production in Dresden Fab 30 to 90-nanometer copper interconnect process technology beginning in 2003;

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our ability to expand our chipset and system design capabilities; and

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the availability and acceptance of motherboards and chipsets designed for our microprocessors.

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pricing and allocation strategies;

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product mix and introduction schedules;

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product bundling, marketing and merchandising strategies;

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control over industry standards, PC manufacturers and other PC industry participants, including motherboard, chipset and basic input/output system (BIOS) suppliers; and

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user brand loyalty.

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expropriation;

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changes in a specific country’s or region’s political or economic conditions;

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trade protection measures and import or export licensing requirements;

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difficulty in protecting our intellectual property;

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changes in foreign currency exchange rates and currency controls;

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changes in freight and interest rates;

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disruption in air transportation between the United States and our overseas facilities; and

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loss or modification of exemptions for taxes and tariffs;

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authorize our board of directors to issue preferred stock without stockholder approval and to designate the rights, preferences and privileges of each class; if issued, such preferred stock would increase the number of outstanding shares of our capital stock and could include terms that may deter an acquisition of us;

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establish advance notice requirements for nominations to the board of directors or for proposals that can be acted on at stockholder meetings; and

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limit who may call stockholder meetings.

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quarterly fluctuations in our operating and financial results;

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announcements of new technologies, products and/or pricing by us or our competitors;

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the pace of new process technology and product manufacturing ramps;

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fluctuations in the stock price and operating results of our competitors, particularly Intel;

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changes in earnings estimates or buy/sell recommendations by financial analysts;

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changes in the ratings of our debentures or other securities;

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production yields of key products; and

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general conditions in the semiconductor industry.

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Adjusted to reflect a 2:1 stock split on August 22, 2000.

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(1)

For purposes of computing this ratio of earnings to fixed changes, fixed charges consist of interest expense on long-term debt and capital leases, amortization of deferred financing costs and that portion of rental expense deemed to be representative of interest. Earnings consist of income (loss) before income taxes and equity in joint venture, plus fixed charges. Earnings were insufficient to cover fixed charges by $121 million, $224 million and $317 million in 1997, 1998 and the six months ended June 30, 2002.

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interest payable upon redemption will be paid to the person to whom principal is payable, unless the redemption date is an interest payment date in which case interest shall be paid to the record holder; and

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as set forth in the next sentence.

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we will not be required to pay interest on the interest payment date if the debenture has been called for redemption on a redemption date that occurs during this period, but accrued and unpaid interest on such debenture will be paid on the redemption date; or

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we will not be required to pay interest on the interest payment date if the debenture is to be repurchased in connection with a Purchase Date or a Fundamental Change on a Purchase Date or a repurchase date that occurs during this period, but accrued and unpaid interest on such debenture will be paid on the Purchase Date or repurchase date, as applicable; or

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if otherwise, any debenture not called for redemption that is submitted for conversion during this period must also be accompanied by an amount equal to the interest due on the interest payment date on the converted principal amount, unless at the time of the conversion there is a default in the payment of interest on the debentures. See “—Conversion of Debentures.”

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any debenture or portion selected for redemption;

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any debenture or portion surrendered for conversion; or

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any debenture or portion surrendered for repurchase but not withdrawn in connection with a Fundamental Change.

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complete and manually sign the conversion notice on the back of the debenture or facsimile of the conversion notice and deliver this notice to the conversion agent;

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surrender the debenture to the conversion agent;

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if required, furnish appropriate endorsements and transfer documents;

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if required, pay all transfer or similar taxes; and

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if required, pay funds equal to interest payable on the next interest payment date.

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rights or warrants listed in (2) above;

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dividends or distributions listed in (1) above; and

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cash distributions listed in (5) below;

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the certificate numbers of the debentures to be delivered for repurchase;

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the portion of the principal amount at maturity of debentures to be repurchased, which must be $1,000 or an integral multiple of $1,000; and

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that the debentures are to be repurchased by us pursuant to the applicable provisions of the debentures and the indenture.

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our common stock or other common stock into which the debentures are convertible is neither listed for trading on an United States national securities exchange nor approved for trading on the Nasdaq National Market or another established automated over-the-counter trading market in the United States; or

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one of the following “change in control” events occurs:

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any person or group is a beneficial owner of more than 50% of the voting power of our outstanding securities entitled to generally vote for directors;

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our stockholders approve any plan or proposal for our liquidation, dissolution or winding up;

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we consolidate with or merge into any other corporation or any other corporation merges into us and, as a result, our outstanding common stock is changed or exchanged for other assets or securities unless our stockholders immediately before the transaction own, directly or indirectly, immediately following the transaction more than 50% of the combined voting power of the corporation resulting from the transaction in substantially the same proportion as their ownership of our voting stock immediately before the transaction;

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we convey, transfer or lease all or substantially all of our assets to any person; or

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continuing directors do not constitute a majority of our Board of Directors at any time.

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the last sale price of our common stock for any five trading days during the 10 trading days immediately before the change in control is equal to at least 105% of the conversion price; or

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all of the consideration, excluding cash payments for fractional shares in the transaction constituting the change in control, consists of common stock traded on a United States national securities exchange or quoted on the Nasdaq National Market, and as a result of the transaction the debentures become convertible solely into that common stock.

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who was a member of our Board of Directors on January 1, 2002; or

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who was nominated or elected by at least a majority of the directors who were continuing directors at the time of the nomination or election or whose election to our Board of Directors was recommended by at least a majority of the directors who were continuing directors at the time of the nomination or election or by the nominating committee comprised of our independent directors.

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cure ambiguities, defects or inconsistencies;

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provide for the assumption of our obligations in the case of a merger or consolidation of us;

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make any change that would provide any additional rights or benefits to the holders;

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secure the debentures;

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evidence and provide for the acceptance of appointment under the indenture by a successor trustee; or

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make any change that does not adversely affect the rights of any holder in any material respect.

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change the record or payment dates for interest payments or reduce the rate of interest on any debenture;

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extend the stated maturity of any debenture;

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reduce the principal amount, redemption price or repurchase price in connection with a Fundamental Change with respect to any debenture;

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make any debenture payable in money or securities other than that stated in the debenture;

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make any change that adversely affects the right to require us to purchase a debenture;

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impair or adversely affect the right to convert, or receive payment with respect to, a debenture, or right to institute suit for the enforcement of any payment with respect to, or conversion of, the debentures;

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change the provisions in the indenture that relate to modifying or amending the indenture; or

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extend time for payment or otherwise waive a payment default with respect to the debentures.

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we shall be the continuing person or the resulting, surviving or transferee person (the “surviving entity”) is a corporation or limited liability company organized and existing under the laws of the United States or any State or the District of Columbia;

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the surviving entity will expressly assume all of our obligations under the debentures and the indenture, and will execute a supplemental indenture which will be delivered to the trustee and will be in form and substance reasonably satisfactory to the trustee;

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immediately after giving effect to the transaction, no default shall have occurred and be continuing; and

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we or the surviving entity will have delivered to the trustee an opinion of counsel stating that the transaction or series of transactions and the supplemental indenture, if any, complies with the applicable provisions of the indenture.

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the depositary notifies us that it is unwilling or unable to continue as depositary for the global securities or if at any time the depositary ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor depositary is not appointed by us within 90 days after the date of such notice; or

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an event of default has occurred and is continuing with respect to the global securities and the debentures have become due and payable and the trustee requests certificated debentures.

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restricting dividends on the common stock;

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diluting the voting power of the common stock;

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impairing the liquidation rights of the common stock; or

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delaying or preventing a change of control of AMD without further action by the stockholders.

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Less than one percent of the debentures or common stock outstanding, as applicable.

(1)

Selling stockholders who are broker-dealers are underwriters.

(2)

Includes shares of common stock issuable upon conversion of the debentures, assuming a conversion price of $23.38 and a cash payment in lieu of any fractional share interest. The conversion price is subject to adjustment as described under “Description of Debentures—Conversion Rights.”

(3)

Calculated based on Rule 13d-3(d)(i) under the Securities Exchange Act of 1934 using 342,322,902 shares of common stock outstanding on July 19, 2002. In calculating this amount, we treated as outstanding the number of shares of common stock issuable upon conversion of all of that particular holder’s debentures. However, we did not assume the conversion of any other holder’s debentures.

(4)

Consists of shares of common stock issuable upon conversion of the debentures, assuming a conversion price of $23.38 per share and a cash payment in lieu of any fractional share interest. The conversion price is subject to adjustment as described under “Description of Debentures—Conversion Rights.”

(5)

Credit Suisse First Boston Corporation and Salomon Smith Barney Inc. are broker-dealers and were initial purchasers of the debentures that received customary compensation for such services.

(6)

We will identify additional selling securityholders, if any, by post-effective amendment before they offer or sell their securities.

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fixed prices;

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prevailing market prices at the time of sale;

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prices related to the prevailing market prices;

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varying prices determined at the time of sale; or

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negotiated prices.

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on any national securities exchange or quotation service on which our common stock may be listed or quoted at the time of sale, including the New York Stock Exchange;

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in the over-the-counter market;

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otherwise than on such exchanges or services or in the over-the-counter market;

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through the writing of options, whether the options are listed on an options exchange or otherwise; or

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through the settlement of short sales.

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the specific debentures or common stock to be offered and sold;

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the names of the selling securityholders;

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the respective purchase prices and public offering prices and other material terms of the offering;

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the names of any participating agents, broker-dealers or underwriters; and

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any applicable commissions, discounts, concessions and other items constituting, compensation from the selling securityholders.

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banks, insurance companies or other financial institutions;

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holders subject to the alternative minimum tax;

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tax-exempt organizations;

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foreign persons or entities (except to the extent specifically set forth below);

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dealers in securities or currencies;

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traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

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holders whose “functional currency” is not the United States dollar;

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persons that will hold debentures as a position in a hedging transaction, “straddle” or “conversion transaction” for tax purposes; or

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persons deemed to sell debentures or common stock under the constructive sale provisions of the Code.

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an individual citizen or resident of the United States;

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a corporation (or an entity treated as a corporation) or partnership created or organized in the United States or under the laws of the United States, any state thereof, or the District of Columbia;

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an estate the income of which is subject to United States federal income taxation regardless its source; or

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a trust subject to the primary supervision of a United States court and the control of one or more United States persons.

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require you, regardless of your usual method of tax accounting, to use the accrual method with respect to the debentures;

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require you to accrue original issue discount at the comparable yield (as described below) which will be substantially in excess of interest payments actually received by you; and

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generally result in ordinary rather than capital treatment of any gain, and to some extent loss, on the sale, exchange, repurchase or redemption of the debentures.

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the product of (i) the adjusted issue price (as defined below) of the debentures as of the beginning of the accrual period and (ii) the comparable yield to maturity (as defined below) of the debentures, adjusted for the length of the accrual period;

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divided by the number of days in the accrual period; and

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multiplied by the number of days during the accrual period that you held the debentures.

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first, reduce the amount of original issue discount required to be accrued in the current year;

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second, any negative adjustments that exceed the amount of original issue discount accrued in the current year will be treated as ordinary loss to the extent of your total prior original issue discount inclusions with respect to the debentures, reduced to the extent such prior original issue discount was offset by prior negative adjustments; and

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third, any excess negative adjustments will be treated as a regular negative adjustment in the succeeding taxable year.

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you do not own, actually or constructively, 10% or more of the total combined voting power of all classes of our stock entitled to vote within the meaning of Section 871(h)(3) of the Code;

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such non-U.S. holder is not a “controlled foreign corporation” with respect to which we are a “related person”;

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you are not a bank whose receipt of interest (including original issue discount) on a debenture is described in Section 881(c)(3)(A) of the Code;

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our common stock is actively traded within the meaning of Section 871(h)(4)(C)(v)(I) and we are not a “United States real property holding corporation”; and

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(a) you provide your name and address, and certify, under penalties of perjury, that you are not a United States person (which certification may be made on an Internal Revenue Service Form W-8BEN) or (b) a securities clearing organization, bank, or other financial institution that holds customers’ securities in the ordinary course of its business holds the debenture on your behalf and certifies, under penalties of perjury, that it has received Internal Revenue Service Form W-8BEN from you or from another qualifying financial institution intermediary, and provides a copy of the Internal Revenue Service Form W-8BEN. If the debentures are held by or through certain foreign intermediaries or certain foreign partnerships, such foreign intermediaries or partnerships must also satisfy the certification requirements of applicable Treasury Regulations.

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that gain is effectively connected with your conduct of a trade or business in the United States;

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you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met;

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you are subject to Code provisions applicable to certain United States expatriates; or

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in the case of common stock held by you, we are or have been a “United States real property holding corporation” for United States federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that you held our common stock. We do not believe that we are currently, and we do not anticipate becoming, a “United States real property holding corporation”.

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Estimated

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Previously filed.

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Previously filed.