content: <PAGE>
  
                                   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
  
         Date of Report (date of earliest event reported): August 4, 2000
  
  
                           ADVANCED MICRO DEVICES, INC.
                           ----------------------------
              (Exact name of registrant as specified in its charter)
  
  <TABLE>
  <S>                                  <C>            <C>
               Delaware                   1-7822                   94-1692300
              ---------                   ------                   ----------
     (State or other jurisdiction       (Commission   (I.R.S. Employer Identification No.)
  of incorporation or organization)    File Number)
  </TABLE>
  
                   One AMD Place
                   P.O. Box 3453                                94088-3453
               Sunnyvale, California                            ----------
               ---------------------
     (Address of principal executive offices)                   (Zip Code)
  
  
  Registrant's telephone number, including area code:           (408) 732-2400
                                                                --------------
  <PAGE>
  
  Item 2. Acquisition or Disposition of Assets
  ------  ------------------------------------
          On August 4, 2000, Advanced Micro Devices, Inc. ("AMD") completed the
  sale of 90 percent of the Communication Products Division ("CPD") for
  approximately $375 million in cash to Francisco Partners, L.P., a private equity
  investment firm. CPD, the part of the Communications Group that produced
  telecommunication products, was reorganized into a subsidiary of AMD and
  recapitalized in connection with the sale. AMD has retained a 10 percent
  ownership interest in the business and also has a warrant to acquire
  approximately an additional 10 percent. AMD's estimated pre-tax gain on the
  sale of CPD is approximately $339 million. The gain will be recorded in the
  third quarter ended October 1, 2000. The full text of the press release relating
  to the completion of the sale of CPD is set forth in Exhibit 99 attached hereto
  and is incorporated in this report as if fully set forth herein.
  
  
  
  Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
  ------  ------------------------------------------------------------------
  (b)     Pro Forma Financial Information
  
          On August 4, 2000, AMD completed the sale of 90 percent of CPD for
  approximately $375 million in cash to Francisco Partners, L.P. CPD, the part of
  the Communications Group that produced telecommunication products, was
  reorganized into a subsidiary of AMD and recapitalized in connection with the
  sale. AMD has retained a 10 percent ownership interest in the business and also
  has a warrant to acquire approximately an additional 10 percent.
  
          The following unaudited pro forma condensed consolidated financial
  statements present financial information for AMD giving effect to the sale of
  CPD, which was consummated on August 4, 2000 effective as of July 31, 2000. The
  unaudited pro forma condensed consolidated balance sheet as of July 2, 2000 is
  presented as if the sale transaction had occurred as of that date. The unaudited
  pro forma condensed consolidated statements of operations for the six months
  ended July 2, 2000 and for the fiscal year ended December 26, 1999 are presented
  as if the disposition transaction had occurred at the beginning of the earliest
  period presented.
  
          The pro forma condensed consolidated financial statements should be read
  in conjunction with the unaudited condensed consolidated financial statements
  and notes thereto included in AMD's quarterly report on Form 10-Q for the
  quarterly period ended July 2, 2000 and the audited consolidated financial
  statements and notes thereto incorporated by reference in AMD's annual report on
  Form 10-K for the fiscal year ended December 26, 1999. The pro forma information
  may not necessarily be indicative of what AMD's results of operations or
  financial position would have been had the transaction been in effect as of and
  for the periods presented, nor is such information necessarily indicative of
  AMD's results of operations or financial position for any future period or date.
  
                                         2
  <PAGE>
  
  ADVANCED MICRO DEVICES, INC.
  PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
  (Thousands)
  
  <TABLE>
  <CAPTION>
                                                                                                 July 2, 2000
                                                                         ---------------------------------------------------------
                                                                                        Business to be    Pro forma
  Assets                                                                 Historical       disposed       adjustment      Pro forma
  ------
                                                                                            [A]
                                                                         -----------    -------------    -----------     ------------
  <S>                                                                    <C>            <C>              <C>             <C>
  Current assets:
       Cash, cash equivalents and short-term investments                 $ 1,079,893    $          -      $ 375,000[A]   $  1,454,893
       Accounts receivable, net                                              533,007         (33,952)             -           499,055
       Inventories:
                 Raw materials                                                11,430               -              -            11,430
                 Work-in-process                                             162,101          (8,084)             -           154,017
                 Finished goods                                               82,048          (2,862)             -            79,186
                                                                         -----------    ------------      ---------       -----------
                         Total inventories                                   255,579         (10,946)             -           244,633
       Deferred income taxes                                                  63,440                                           63,440
       Prepaid expenses and other current assets                             127,472               -              -           127,472
                                                                         -----------    ------------      ---------      ------------
                 Total current assets                                      2,059,391         (44,898)       375,000         2,389,493
  Property, plant and equipment, at cost                                   5,063,403          (9,624)             -         5,053,779
  Accumulated depreciation and amortization                               (2,587,736)          6,853              -        (2,580,883)
                                                                         -----------   -------------      ---------      ------------
                 Property, plant and equipment, net                        2,475,667          (2,771)             -         2,472,896
  Investment in joint venture                                                267,448               -              -           267,448
  Other assets                                                               160,988          (3,438)         3,696[A]        161,246
                                                                         -----------    ------------      ---------      ------------
                                                                         $ 4,963,494    $    (51,107)     $ 378,696       $ 5,291,083
                                                                         ===========    ============      =========      ============
  Liabilities and Stockholders' Equity
  
  Current liabilities:
       Accounts payable                                                  $   353,398    $     (2,955)     $   2,613[A]    $  353,056
       Accrued compensation and benefits                                     155,779          (1,420)             -          154,359
       Accrued liabilities                                                   233,256            (662)             -          232,594
       Income tax payable                                                     18,763               -              -           18,763
       Deferred income on shipments to distributors                           99,590          (9,115)             -           90,475
       Current portion of long-term debt, capital
        lease obligations and other                                           75,951               -              -           75,951
                                                                         -----------    ------------      ---------      -----------
                 Total current liabilities                                   936,737         (14,152)         2,613          925,198
  
  Deferred income taxes                                                      101,861               -        124,014[C]       225,875
  Long-term debt, capital lease obligations and
   other, less current portion                                             1,481,725               -              -        1,481,725
  
  Commitments and contingencies
  
  Stockholders' equity:
       Capital stock:
                 Common stock, par value                                       1,649               -              -            1,649
       Capital in excess of par value                                      1,219,409               -          4,004[A]     1,223,413
       Retained earnings                                                   1,269,726         (36,955)       248,065[A]     1,480,836
       Accumulated other comprehensive loss                                  (47,613)              -              -          (47,613)
                                                                         -----------    ------------      ---------      -----------
                 Total stockholders' equity                                2,443,171         (36,955)       252,069        2,658,285
                                                                         -----------    ------------      ---------      -----------
                                                                         $ 4,963,494    $    (51,107)     $ 378,696      $ 5,291,083
                                                                         ===========    ============      =========      ===========
  </TABLE>
  
  See accompanying notes
  
                                         3
  <PAGE>
  
  ADVANCED MICRO DEVICES, INC.
  PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
  (Thousands except per share amounts)
  
  <TABLE>
  <CAPTION>
                                                                                          Six months ended  July 2 , 2000
                                                                  --------------------------------------------------------------------
                                                                    Historical       Business to be     Pro forma         Pro forma
                                                                                        disposed          adjustment
                                                                                           [A]
                                                                  --------------   ----------------   ---------------   --------------
  <S>                                                             <C>              <C>                <C>               <C>
  Net sales                                                         $   2,262,466      $    (122,883)    $    48,337 [B] $  2,187,920
  
  Expenses:
              Cost of sales                                             1,218,324            (56,521)         43,943 [B]    1,205,746
              Research and development                                    316,948            (14,262)              -          302,686
              Marketing, general and administrative                       296,328            (17,228)              -          279,100
                                                                  ----------------   ----------------   -------------   --------------
                                                                        1,831,600            (88,011)         43,943        1,787,532
                                                                  ----------------   ----------------   -------------   --------------
  
  Operating income                                                        430,866            (34,872)          4,394          400,388
  
  
  Interest income and other, net                                           41,063                  -               -           41,063
  Interest expense                                                        (22,723)                 -               -          (22,723)
                                                                  ----------------   ----------------   -------------   --------------
  
  Income before income taxes and equity in joint venture                  449,206            (34,872)          4,394          418,728
  Provision for income taxes                                               51,778            (11,299)              -           40,479
                                                                  ----------------   ----------------   -------------   --------------
  
  Income before equity in joint venture                                   397,428            (23,573)          4,394          378,249
  Equity in net loss of joint venture                                        (937)                 -               -             (937)
                                                                  ----------------   ----------------   -------------   --------------
  
  Net income                                                        $     396,491      $     (23,573)    $     4,394     $    377,312
                                                                  ================   ================   =============   ==============
  
  Net income per common share:
              Basic                                                 $        2.60                                        $       2.47
                                                                  ================                                      ==============
              Diluted                                               $        2.36                                        $       2.25
                                                                  ================                                      ==============
  Shares used in per share calculation:
              Basic                                                       152,719                                             152,719
                                                                  ================                                      ==============
              Diluted                                                     174,080                                             174,080
                                                                  ================                                      ==============
  </TABLE>
  
  See accompanying notes
  
                                         4
  <PAGE>
  
  ADVANCED MICRO DEVICES, INC.
  PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
  (Thousands except per share amounts)
  
  <TABLE>
  <CAPTION>
                                                                                   Fiscal year ended December 26, 1999
                                                         ----------------------------------------------------------------------
                                                              Historical         Business to be      Pro forma        Pro forma
                                                                                  disposed          adjustment
                                                                                     [A]
                                                         ----------------   ----------------    --------------    -------------
  <S>                                                    <C>                <C>                 <C>               <C>
  Net sales                                              $   2,857,604       $   (166,988)       $   67,037    [B] $  2,757,653
  
  Expenses:
              Cost of sales                                  1,964,434            (82,601)           60,943    [B]    1,942,776
              Research and development                         635,786            (36,433)                -             599,353
              Marketing, general and administrative            540,070            (24,862)                -             515,208
              Restructuring and other special charges           38,230                  -                 -              38,230
                                                         ----------------   ----------------    --------------    -------------
                                                             3,178,520           (143,896)           60,943           3,095,567
                                                         ----------------   ----------------    --------------    -------------
  
  Operating loss                                              (320,916)           (23,092)            6,094            (337,914)
  
  Gain on sale of Vantis                                       432,059                                                  432,059
  Interest income and other, net                                31,735                  -                 -              31,735
  Interest expense                                             (69,253)                 -                 -             (69,253)
                                                         ----------------   ----------------    --------------    -------------
  
  Income before income taxes and equity in joint venture        73,625            (23,092)            6,094              56,627
  Provision for income taxes                                   167,350             (7,473)            7,473    [C]      167,350
                                                         ----------------   ----------------    --------------    -------------
  
  Loss before equity in joint venture                          (93,725)           (15,619)           (1,379)           (110,723)
  Equity in net income of joint venture                          4,789                  -                 -               4,789
                                                         ----------------   ----------------    --------------    -------------
  
  Net loss                                               $     (88,936)      $    (15,619)       $   (1,379)       $   (105,934)
                                                         ================   ================    ==============    =============
  
  Net loss per common share:
              Basic                                      $       (0.60)                                            $      (0.72)
                                                         ================                                         =============
              Diluted                                    $       (0.60)                                            $      (0.72)
                                                         ================                                         =============
  Shares used in per share calculation:
              Basic                                            147,068                                                  147,068
                                                         ================                                         =============
              Diluted                                          147,068                                                  147,068
                                                         ================                                         =============
  </TABLE>
  
  See accompanying notes
  
                                         5
  <PAGE>
  
  Notes to Pro Forma Condensed Consolidated Financial Statements
  
  1. Basis of Presentation
  
     The following unaudited pro forma condensed consolidated financial statements
  present financial information for AMD giving effect to the sale of CPD, which
  was consummated on August 4, 2000 effective as of July 31, 2000. The unaudited
  pro forma condensed consolidated balance sheet as of July 2, 2000 is presented
  as if the sale transaction had occurred as of that date. The unaudited pro forma
  condensed consolidated statements of operations for the six months ended July 2,
  2000 and for the fiscal year ended December 26, 1999 are presented as if the
  sale transaction had occurred at the beginning of the earliest period presented.
  
  2. Unaudited Pro Forma Consolidated Financial Adjustments
  
  [A] Reflects the sale of 90 percent of CPD, the part of the Communications
  Group that produced telecommunication products, to Francisco Partners, L.P., a
  private equity investment firm, for total cash proceeds of $375 million.
  Included in pro forma retained earnings at July 2, 2000 is the resulting
  estimated gain to be recognized on the sale, net of other expenses of the sale
  transactions and compensation expense recorded in connection with options to
  purchase AMD stock previously issued to CPD employees and applicable income
  taxes, as if the sale transaction had occurred on July 2, 2000. The estimated
  after-tax gain of approximately $211 million will be recorded in the third
  quarter of the fiscal year ending December 31, 2000. The actual after-tax gain
  will be determined based on the amount by which the proceeds received from the
  sale exceed the sum of the actual carrying value of CPD net assets as of
  July 31, 2000 and direct costs associated with the sale. Pursuant to Article 11
  of Regulation S-X, the estimated gain to be recognized on the disposition
  transaction has been excluded from the pro forma condensed consolidated
  statement of operations for the six months ended July 2, 2000 and the fiscal
  year ended December 26, 1999 due to its non-recurring nature.
  
  [B] Subsequent to the CPD sale, AMD will continue to provide wafer fabrication,
  administrative and assembly, test, mark and pack services to CPD pursuant to
  service agreements. The wafer fabrication and assembly, test, mark and pack
  service agreements will continue to December 31, 2004, and the administrative
  service agreements will expire on the 12-month anniversary of the closing date.
  The pro forma adjustments to the condensed consolidated statements of operation
  for the six months ended July 2, 2000 and the fiscal year ended December 26,
  1999 reflect the sales and related expenses to CPD that were eliminated in the
  historical information.
  
  [C] The pro forma adjustment to income taxes in the condensed consolidated
  balance sheet as of July 2, 2000 reflects an effective tax rate of 37% on the
  sale. The pro-forma adjustment to income tax expense on the 1999 statement of
  operations reflects the adjustment to the deferred tax asset valuation
  allowance.
  
  (c)  Exhibits
  
       Number         Exhibit
       ------         -------
  
       99             Press release dated August 4, 2000.
  
                                         6
  <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 thereunto duly authorized.
  
  
                                     ADVANCED MICRO DEVICES, INC.
  
  
  Date: August 17, 2000              By: /s/ Francis P. Barton
                                         ---------------------
                                         Francis P. Barton
                                         Senior Vice President,
                                         Chief Financial Officer
  
                                         7
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text: 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
  
         Date of Report (date of earliest event reported): August 4, 2000
  
                           ADVANCED MICRO DEVICES, INC.
                           ----------------------------
              (Exact name of registrant as specified in its charter)
  Delaware                   1-7822                   94-1692300
              ---------                   ------                   ----------
     (State or other jurisdiction       (Commission   (I.R.S. Employer Identification No.)
  of incorporation or organization)    File Number)
  One AMD Place
                   P.O. Box 3453                                94088-3453
               Sunnyvale, California                            ----------
               ---------------------
     (Address of principal executive offices)                   (Zip Code)
  
  Registrant's telephone number, including area code:           (408) 732-2400
                                                                --------------
  Item 2. Acquisition or Disposition of Assets
  ------  ------------------------------------
          On August 4, 2000, Advanced Micro Devices, Inc. ("AMD") completed the
  sale of 90 percent of the Communication Products Division ("CPD") for
  approximately $375 million in cash to Francisco Partners, L.P., a private equity
  investment firm. CPD, the part of the Communications Group that produced
  telecommunication products, was reorganized into a subsidiary of AMD and
  recapitalized in connection with the sale. AMD has retained a 10 percent
  ownership interest in the business and also has a warrant to acquire
  approximately an additional 10 percent. AMD's estimated pre-tax gain on the
  sale of CPD is approximately $339 million. The gain will be recorded in the
  third quarter ended October 1, 2000. The full text of the press release relating
  to the completion of the sale of CPD is set forth in Exhibit 99 attached hereto
  and is incorporated in this report as if fully set forth herein.
  
  Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
  ------  ------------------------------------------------------------------
  (b)     Pro Forma Financial Information
  
          On August 4, 2000, AMD completed the sale of 90 percent of CPD for
  approximately $375 million in cash to Francisco Partners, L.P. CPD, the part of
  the Communications Group that produced telecommunication products, was
  reorganized into a subsidiary of AMD and recapitalized in connection with the
  sale. AMD has retained a 10 percent ownership interest in the business and also
  has a warrant to acquire approximately an additional 10 percent.
  
          The following unaudited pro forma condensed consolidated financial
  statements present financial information for AMD giving effect to the sale of
  CPD, which was consummated on August 4, 2000 effective as of July 31, 2000. The
  unaudited pro forma condensed consolidated balance sheet as of July 2, 2000 is
  presented as if the sale transaction had occurred as of that date. The unaudited
  pro forma condensed consolidated statements of operations for the six months
  ended July 2, 2000 and for the fiscal year ended December 26, 1999 are presented
  as if the disposition transaction had occurred at the beginning of the earliest
  period presented.
  
          The pro forma condensed consolidated financial statements should be read
  in conjunction with the unaudited condensed consolidated financial statements
  and notes thereto included in AMD's quarterly report on Form 10-Q for the
  quarterly period ended July 2, 2000 and the audited consolidated financial
  statements and notes thereto incorporated by reference in AMD's annual report on
  Form 10-K for the fiscal year ended December 26, 1999. The pro forma information
  may not necessarily be indicative of what AMD's results of operations or
  financial position would have been had the transaction been in effect as of and
  for the periods presented, nor is such information necessarily indicative of
  AMD's results of operations or financial position for any future period or date.
  
                                         2
  ADVANCED MICRO DEVICES, INC.
  PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
  (Thousands)
  July 2, 2000
                                                                         ---------------------------------------------------------
                                                                                        Business to be    Pro forma
  Assets                                                                 Historical       disposed       adjustment      Pro forma
  ------
                                                                                            [A]
                                                                         -----------    -------------    -----------     ------------
  Current assets:
       Cash, cash equivalents and short-term investments                 $ 1,079,893    $          -      $ 375,000[A]   $  1,454,893
       Accounts receivable, net                                              533,007         (33,952)             -           499,055
       Inventories:
                 Raw materials                                                11,430               -              -            11,430
                 Work-in-process                                             162,101          (8,084)             -           154,017
                 Finished goods                                               82,048          (2,862)             -            79,186
                                                                         -----------    ------------      ---------       -----------
                         Total inventories                                   255,579         (10,946)             -           244,633
       Deferred income taxes                                                  63,440                                           63,440
       Prepaid expenses and other current assets                             127,472               -              -           127,472
                                                                         -----------    ------------      ---------      ------------
                 Total current assets                                      2,059,391         (44,898)       375,000         2,389,493
  Property, plant and equipment, at cost                                   5,063,403          (9,624)             -         5,053,779
  Accumulated depreciation and amortization                               (2,587,736)          6,853              -        (2,580,883)
                                                                         -----------   -------------      ---------      ------------
                 Property, plant and equipment, net                        2,475,667          (2,771)             -         2,472,896
  Investment in joint venture                                                267,448               -              -           267,448
  Other assets                                                               160,988          (3,438)         3,696[A]        161,246
                                                                         -----------    ------------      ---------      ------------
                                                                         $ 4,963,494    $    (51,107)     $ 378,696       $ 5,291,083
                                                                         ===========    ============      =========      ============
  Liabilities and Stockholders' Equity
  
  Current liabilities:
       Accounts payable                                                  $   353,398    $     (2,955)     $   2,613[A]    $  353,056
       Accrued compensation and benefits                                     155,779          (1,420)             -          154,359
       Accrued liabilities                                                   233,256            (662)             -          232,594
       Income tax payable                                                     18,763               -              -           18,763
       Deferred income on shipments to distributors                           99,590          (9,115)             -           90,475
       Current portion of long-term debt, capital
        lease obligations and other                                           75,951               -              -           75,951
                                                                         -----------    ------------      ---------      -----------
                 Total current liabilities                                   936,737         (14,152)         2,613          925,198
  
  Deferred income taxes                                                      101,861               -        124,014[C]       225,875
  Long-term debt, capital lease obligations and
   other, less current portion                                             1,481,725               -              -        1,481,725
  
  Commitments and contingencies
  
  Stockholders' equity:
       Capital stock:
                 Common stock, par value                                       1,649               -              -            1,649
       Capital in excess of par value                                      1,219,409               -          4,004[A]     1,223,413
       Retained earnings                                                   1,269,726         (36,955)       248,065[A]     1,480,836
       Accumulated other comprehensive loss                                  (47,613)              -              -          (47,613)
                                                                         -----------    ------------      ---------      -----------
                 Total stockholders' equity                                2,443,171         (36,955)       252,069        2,658,285
                                                                         -----------    ------------      ---------      -----------
                                                                         $ 4,963,494    $    (51,107)     $ 378,696      $ 5,291,083
                                                                         ===========    ============      =========      ===========
  See accompanying notes
  
                                         3
  ADVANCED MICRO DEVICES, INC.
  PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
  (Thousands except per share amounts)
  Six months ended  July 2 , 2000
                                                                  --------------------------------------------------------------------
                                                                    Historical       Business to be     Pro forma         Pro forma
                                                                                        disposed          adjustment
                                                                                           [A]
                                                                  --------------   ----------------   ---------------   --------------
  Net sales                                                         $   2,262,466      $    (122,883)    $    48,337 [B] $  2,187,920
  
  Expenses:
              Cost of sales                                             1,218,324            (56,521)         43,943 [B]    1,205,746
              Research and development                                    316,948            (14,262)              -          302,686
              Marketing, general and administrative                       296,328            (17,228)              -          279,100
                                                                  ----------------   ----------------   -------------   --------------
                                                                        1,831,600            (88,011)         43,943        1,787,532
                                                                  ----------------   ----------------   -------------   --------------
  
  Operating income                                                        430,866            (34,872)          4,394          400,388
  
  Interest income and other, net                                           41,063                  -               -           41,063
  Interest expense                                                        (22,723)                 -               -          (22,723)
                                                                  ----------------   ----------------   -------------   --------------
  
  Income before income taxes and equity in joint venture                  449,206            (34,872)          4,394          418,728
  Provision for income taxes                                               51,778            (11,299)              -           40,479
                                                                  ----------------   ----------------   -------------   --------------
  
  Income before equity in joint venture                                   397,428            (23,573)          4,394          378,249
  Equity in net loss of joint venture                                        (937)                 -               -             (937)
                                                                  ----------------   ----------------   -------------   --------------
  
  Net income                                                        $     396,491      $     (23,573)    $     4,394     $    377,312
                                                                  ================   ================   =============   ==============
  
  Net income per common share:
              Basic                                                 $        2.60                                        $       2.47
                                                                  ================                                      ==============
              Diluted                                               $        2.36                                        $       2.25
                                                                  ================                                      ==============
  Shares used in per share calculation:
              Basic                                                       152,719                                             152,719
                                                                  ================                                      ==============
              Diluted                                                     174,080                                             174,080
                                                                  ================                                      ==============
  See accompanying notes
  
                                         4
  ADVANCED MICRO DEVICES, INC.
  PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
  (Thousands except per share amounts)
  Fiscal year ended December 26, 1999
                                                         ----------------------------------------------------------------------
                                                              Historical         Business to be      Pro forma        Pro forma
                                                                                  disposed          adjustment
                                                                                     [A]
                                                         ----------------   ----------------    --------------    -------------
  Net sales                                              $   2,857,604       $   (166,988)       $   67,037    [B] $  2,757,653
  
  Expenses:
              Cost of sales                                  1,964,434            (82,601)           60,943    [B]    1,942,776
              Research and development                         635,786            (36,433)                -             599,353
              Marketing, general and administrative            540,070            (24,862)                -             515,208
              Restructuring and other special charges           38,230                  -                 -              38,230
                                                         ----------------   ----------------    --------------    -------------
                                                             3,178,520           (143,896)           60,943           3,095,567
                                                         ----------------   ----------------    --------------    -------------
  
  Operating loss                                              (320,916)           (23,092)            6,094            (337,914)
  
  Gain on sale of Vantis                                       432,059                                                  432,059
  Interest income and other, net                                31,735                  -                 -              31,735
  Interest expense                                             (69,253)                 -                 -             (69,253)
                                                         ----------------   ----------------    --------------    -------------
  
  Income before income taxes and equity in joint venture        73,625            (23,092)            6,094              56,627
  Provision for income taxes                                   167,350             (7,473)            7,473    [C]      167,350
                                                         ----------------   ----------------    --------------    -------------
  
  Loss before equity in joint venture                          (93,725)           (15,619)           (1,379)           (110,723)
  Equity in net income of joint venture                          4,789                  -                 -               4,789
                                                         ----------------   ----------------    --------------    -------------
  
  Net loss                                               $     (88,936)      $    (15,619)       $   (1,379)       $   (105,934)
                                                         ================   ================    ==============    =============
  
  Net loss per common share:
              Basic                                      $       (0.60)                                            $      (0.72)
                                                         ================                                         =============
              Diluted                                    $       (0.60)                                            $      (0.72)
                                                         ================                                         =============
  Shares used in per share calculation:
              Basic                                            147,068                                                  147,068
                                                         ================                                         =============
              Diluted                                          147,068                                                  147,068
                                                         ================                                         =============
  See accompanying notes
  
                                         5
  Notes to Pro Forma Condensed Consolidated Financial Statements
  
  1. Basis of Presentation
  
     The following unaudited pro forma condensed consolidated financial statements
  present financial information for AMD giving effect to the sale of CPD, which
  was consummated on August 4, 2000 effective as of July 31, 2000. The unaudited
  pro forma condensed consolidated balance sheet as of July 2, 2000 is presented
  as if the sale transaction had occurred as of that date. The unaudited pro forma
  condensed consolidated statements of operations for the six months ended July 2,
  2000 and for the fiscal year ended December 26, 1999 are presented as if the
  sale transaction had occurred at the beginning of the earliest period presented.
  
  2. Unaudited Pro Forma Consolidated Financial Adjustments
  
  [A] Reflects the sale of 90 percent of CPD, the part of the Communications
  Group that produced telecommunication products, to Francisco Partners, L.P., a
  private equity investment firm, for total cash proceeds of $375 million.
  Included in pro forma retained earnings at July 2, 2000 is the resulting
  estimated gain to be recognized on the sale, net of other expenses of the sale
  transactions and compensation expense recorded in connection with options to
  purchase AMD stock previously issued to CPD employees and applicable income
  taxes, as if the sale transaction had occurred on July 2, 2000. The estimated
  after-tax gain of approximately $211 million will be recorded in the third
  quarter of the fiscal year ending December 31, 2000. The actual after-tax gain
  will be determined based on the amount by which the proceeds received from the
  sale exceed the sum of the actual carrying value of CPD net assets as of
  July 31, 2000 and direct costs associated with the sale. Pursuant to Article 11
  of Regulation S-X, the estimated gain to be recognized on the disposition
  transaction has been excluded from the pro forma condensed consolidated
  statement of operations for the six months ended July 2, 2000 and the fiscal
  year ended December 26, 1999 due to its non-recurring nature.
  
  [B] Subsequent to the CPD sale, AMD will continue to provide wafer fabrication,
  administrative and assembly, test, mark and pack services to CPD pursuant to
  service agreements. The wafer fabrication and assembly, test, mark and pack
  service agreements will continue to December 31, 2004, and the administrative
  service agreements will expire on the 12-month anniversary of the closing date.
  The pro forma adjustments to the condensed consolidated statements of operation
  for the six months ended July 2, 2000 and the fiscal year ended December 26,
  1999 reflect the sales and related expenses to CPD that were eliminated in the
  historical information.
  
  [C] The pro forma adjustment to income taxes in the condensed consolidated
  balance sheet as of July 2, 2000 reflects an effective tax rate of 37% on the
  sale. The pro-forma adjustment to income tax expense on the 1999 statement of
  operations reflects the adjustment to the deferred tax asset valuation
  allowance.
  
  (c)  Exhibits
  
       Number         Exhibit
       ------         -------
  
       99             Press release dated August 4, 2000.
  
                                         6
  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 thereunto duly authorized.
  
                                     ADVANCED MICRO DEVICES, INC.
  
  Date: August 17, 2000              By: /s/ Francis P. Barton
                                         ---------------------
                                         Francis P. Barton
                                         Senior Vice President,
                                         Chief Financial Officer
  
                                         7