Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 30, 2009, Morton L. Topfer retired from his position as a member of the Board of Directors (the "Board") of Advanced Micro Devices, Inc. (the "Company"). Mr. Topfer was also a member of the Compensation Committee of the Board. A copy of the press release announcing Mr. Topfer's retirement is attached as Exhibit 99.1.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 30, 2009, the Company's Board approved an amendment (the "Amendment") to Article III, Section 1 of the Company's Amended and Restated Bylaws (as amended, the "Bylaws") to increase the authorized number of directors who may serve on the Company's Board to twelve (12).

A copy of the Bylaws, as amended and restated, is attached hereto as Exhibit 3.1 and incorporated herein by reference. The foregoing description of the amendment to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1 Advanced Micro Devices, Inc. Amended and Restated Bylaws, as amended on July 30, 2009.

99.1 Press release dated as of August 3, 2009.

---