Sec Form 4 Filing - CLEGG FRANK @ ADVANCED MICRO DEVICES INC - 2010-04-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CLEGG FRANK 2. Issuer Name and Ticker or Trading Symbol ADVANCED MICRO DEVICES INC [ AMD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ADVANCED MICRO DEVICES, INC., ONE AMD PLACE 3. Date of Earliest Transaction (MM/DD/YY) 04/28/2010 (Street) SUNNYVALE, CA94088-3453 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 04/28/2010 M 64,584 A $ 0 78,125 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units $ 0 04/28/2010 M 4,167 04/28/2010( 1 ) 05/24/2014 Common Stock 4,167 $ 0 0 D Restricted Stock Units $ 0 04/28/2010 M 10,417 04/28/2010( 1 ) 05/08/2015 Common Stock 10,417 $ 0 0 D Restricted Stock Units $ 0 04/28/2010 M 50,000 04/28/2010( 1 ) 05/07/2016 Common Stock 50,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CLEGG FRANK ADVANCED MICRO DEVICES, INC. ONE AMD PLACE SUNNYVALE, CA94088-3453 X Signatures Frank Clegg 04/29/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Frank Clegg, a former non-employee independent director of the Company, did not stand for re-election at the 2010 Annual Meeting. Pursuant to the Company's Outside Director Equity Compensation Policy, an independent director retiring from the Board of Directors is entitled to full acceleration of vesting of equity awards granted to such director by the Company, provided that such director shall have served on the Board of Directors for at least three years prior to the date of his or her retirement. Although Mr. Clegg, who was appointed to the Board of Directors as of 5/24/2007, had not served as a member of the Board of Directors for the full three-year period, the Board of Directors approved the full acceleration of Mr. Clegg's 64,584 unvested Restricted Stock Units, effective as of 4/28/2010.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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