content: <PAGE>
   
                        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
  
  
         Date of Report (date of earliest event reported):   July 10, 1996
  
  
                           ADVANCED MICRO DEVICES, INC.
                           ----------------------------
              (Exact name of registrant as specified in its charter)
  
  
           DELAWARE                      1-7882                   94-1692300
           --------                      ------                   ---------- 
  (State or other jurisdiction         (Commission             (I.R.S. Employer
        of incorporation)              File Number)           Identification No.)
   
  
       One AMD Place,
       P.O. Box 3453
       Sunnyvale, California                                      94088-3453
       ---------------------                                      ----------
  (address of principal executive offices)                        (Zip Code)
  
  
  Registrant's telephone number,
   including area code:                                   (408) 732-2400
                                                           -------------
  
  
                                    Page 1 of 4
  <PAGE>
   
  Item 5.  Other Events.
  - -------  -------------
  
         On July 10, 1996, Advanced Micro Devices, Inc. (the "Company") announced
  its second quarter revenues.  The Company reported a net loss of $34,672,000 on
  sales of $455,077,000.  The loss amounted to $0.26 per common share on a fully
  diluted basis.  The results include a non-recurring pre-tax gain of $16.3
  million resulting from a sale of securities.  The full text of the press release
  is set forth in Exhibit 99 attached hereto and is incorporated in this report as
  if fully set forth herein.
  
         During the second quarter, the Company produced more than 500,000 of its
  AMD-K5(TM) PR75 (75 MHz) and AMD-K5 PR90 (90 MHz) microprocessors, but shipped
  only 200,000 units. The Company also began initial shipments of its AMD-K5
  PR100 (100 MHz) microprocessor in the second quarter. Due to anticipated slower
  demand for its AMD-K5 products, the Company expects that it will produce fewer
  AMD-K5 microprocessors in the third quarter of 1996 than its previous goal of
  1,000,000 units. This may also cause the Company to produce fewer AMD-K5
  microprocessors during the remainder of 1996 and through the first quarter of
  1997 than the 3,000,000 units and 5,000,000 units previously announced with
  respect to such periods.
  
         The matters discussed above contain forward-looking statements regarding
  the Company's anticipated production and sales of its AMD-K5 microprocessors.
  These statements involve risks and uncertainties that could cause actual results
  to differ from predicted results. The Company's production plans are subject to
  change depending on customers inventory levels and orders for the Company's
  products, changed industry and Company forecasts of demand, the timing of
  introduction of higher-performance fifth-generation microprocessors and other
  products, and the place at which the Company is able to ramp production of 
  fifth-generation microprocessors in FAB 25. The Company's success in producing 
  and selling products as planned is subject to numerous risks and uncertainties
  including those related to the potentially adverse effects of marketing and
  pricing strategies adopted by Intel Corporation which has a dominant position in
  the microprocessor market, the possibility that products newly introduced by the
  Company may fail to achieve market acceptance or that any of the Company's
  products may be found to be defective, possibly adverse conditions in the
  personal computer market and unexpected interruptions in the Company's
  manufacturing operations. Information on the factors that could affect the
  Company's financial results are set forth in the Company's SEC filings,
  including the filed report on Form 10-K for the year ended December 31, 1995,
  and the Company's quarterly report on Form 10-Q for the quarter ended March 31,
  1996.
  
  
  Item 7.  Financial Statements and Exhibits.
  - -------  ----------------------------------
  
  (c)  Exhibits:
  
       99   Press release dated July 10, 1996
  
  
                                         2
  <PAGE>
   
                                     SIGNATURES
                                     ----------
                                          
         Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                   ADVANCED MICRO DEVICES, INC.
                                            (Registrant)
  
  
  
  Date:  July 22, 1996             By: /s/ Marvin D. Burkett
                                       ________________________________
                                           Marvin D. Burkett
                                           Senior Vice President, Chief
                                           Financial and Administrative
                                           Officer and Treasurer
  
  
                                         3
  <PAGE>
   
                                   Exhibit Index
                                   -------------
                                          
  
  Exhibit Number      Exhibit
  - --------------      -------
   
       99                 Press release dated July 10, 1996
  
  
                                         4
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text: 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
  
         Date of Report (date of earliest event reported):   July 10, 1996
  
                           ADVANCED MICRO DEVICES, INC.
                           ----------------------------
              (Exact name of registrant as specified in its charter)
  
           DELAWARE                      1-7882                   94-1692300
           --------                      ------                   ---------- 
  (State or other jurisdiction         (Commission             (I.R.S. Employer
        of incorporation)              File Number)           Identification No.)
   
  
       One AMD Place,
       P.O. Box 3453
       Sunnyvale, California                                      94088-3453
       ---------------------                                      ----------
  (address of principal executive offices)                        (Zip Code)
  
  Registrant's telephone number,
   including area code:                                   (408) 732-2400
                                                           -------------
  
                                    Page 1 of 4
  Item 5.  Other Events.
  - -------  -------------
  
         On July 10, 1996, Advanced Micro Devices, Inc. (the "Company") announced
  its second quarter revenues.  The Company reported a net loss of $34,672,000 on
  sales of $455,077,000.  The loss amounted to $0.26 per common share on a fully
  diluted basis.  The results include a non-recurring pre-tax gain of $16.3
  million resulting from a sale of securities.  The full text of the press release
  is set forth in Exhibit 99 attached hereto and is incorporated in this report as
  if fully set forth herein.
  
         During the second quarter, the Company produced more than 500,000 of its
  AMD-K5(TM) PR75 (75 MHz) and AMD-K5 PR90 (90 MHz) microprocessors, but shipped
  only 200,000 units. The Company also began initial shipments of its AMD-K5
  PR100 (100 MHz) microprocessor in the second quarter. Due to anticipated slower
  demand for its AMD-K5 products, the Company expects that it will produce fewer
  AMD-K5 microprocessors in the third quarter of 1996 than its previous goal of
  1,000,000 units. This may also cause the Company to produce fewer AMD-K5
  microprocessors during the remainder of 1996 and through the first quarter of
  1997 than the 3,000,000 units and 5,000,000 units previously announced with
  respect to such periods.
  
         The matters discussed above contain forward-looking statements regarding
  the Company's anticipated production and sales of its AMD-K5 microprocessors.
  These statements involve risks and uncertainties that could cause actual results
  to differ from predicted results. The Company's production plans are subject to
  change depending on customers inventory levels and orders for the Company's
  products, changed industry and Company forecasts of demand, the timing of
  introduction of higher-performance fifth-generation microprocessors and other
  products, and the place at which the Company is able to ramp production of 
  fifth-generation microprocessors in FAB 25. The Company's success in producing 
  and selling products as planned is subject to numerous risks and uncertainties
  including those related to the potentially adverse effects of marketing and
  pricing strategies adopted by Intel Corporation which has a dominant position in
  the microprocessor market, the possibility that products newly introduced by the
  Company may fail to achieve market acceptance or that any of the Company's
  products may be found to be defective, possibly adverse conditions in the
  personal computer market and unexpected interruptions in the Company's
  manufacturing operations. Information on the factors that could affect the
  Company's financial results are set forth in the Company's SEC filings,
  including the filed report on Form 10-K for the year ended December 31, 1995,
  and the Company's quarterly report on Form 10-Q for the quarter ended March 31,
  1996.
  
  Item 7.  Financial Statements and Exhibits.
  - -------  ----------------------------------
  
  (c)  Exhibits:
  
       99   Press release dated July 10, 1996
  
                                         2
  SIGNATURES
                                     ----------
                                          
         Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                   ADVANCED MICRO DEVICES, INC.
                                            (Registrant)
  
  Date:  July 22, 1996             By: /s/ Marvin D. Burkett
                                       ________________________________
                                           Marvin D. Burkett
                                           Senior Vice President, Chief
                                           Financial and Administrative
                                           Officer and Treasurer
  
                                         3
  Exhibit Index
                                   -------------
                                          
  
  Exhibit Number      Exhibit
  - --------------      -------
   
       99                 Press release dated July 10, 1996
  
                                         4