As filed with the Securities and Exchange Commission on December 11, 2001
                                                       Registration No. ________
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          ----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                          ----------------------------
                          ADVANCED MICRO DEVICES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

               Delaware                                       94-1692300
    (State or Other Jurisdiction of                        (I.R.S. Employer
    Incorporation or Organization)                      Identification Number)

                          ----------------------------
                                  One AMD Place
                        Sunnyvale, California 94088-3453
           (Address of Principal Executive Offices including Zip Code)
                          ----------------------------
             ADVANCED MICRO DEVICES, INC. 2000 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                          ----------------------------
                                 Thomas M. McCoy
              Senior Vice President, General Counsel and Secretary
                          Advanced Micro Devices, Inc.
                                  One AMD Place
                        Sunnyvale, California 94088-3453
                                 (408) 732-2400

                          ----------------------------
          (Name and Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)
                          ----------------------------



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                                          CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                                                    Proposed
                                                                  Proposed          Maximum
                                                Amount            Maximum           Aggregate          Amount of
                                                 to be         Offering Price        Offering        Registration
   Title of Securities to Be Registered      Registered(1)      Per Share(2)         Price(2)            Fee
--------------------------------------------------------------------------------------------------------------------
                                                                                         
Common Stock, $.01 Par Value                   14,000,000      $14.44               $202,160,000     $48,316
                                                 shares
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(1)  This registration statement shall also cover any additional shares of
     Common Stock which become issuable under the Advanced Micro Devices, Inc.
     2000 Stock Incentive Plan by reason of any stock dividend, stock split,
     recapitalization or other similar transaction effected without the
     Registrant's receipt of consideration which results in an increase in the
     number of outstanding shares of the Registrant's Common Stock.

(2)  Estimated solely for the purpose of determining the registration fee,
     computed in accordance with Rule 457(h) and Rule 457(c) under the
     Securities Act of 1933, as amended, on the basis of the average of the
     reported high and low sale prices of the Common Stock, as reported on The
     New York Stock Exchange on December 4, 2001.


Proposed sale to take place as soon after the effective date of the registration
           statement as options granted under the Plans are exercised.
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================================================================================

                                       1




                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information called for in Part I of Form S-8 is not being filed
with or included in this Form S-8 (by incorporation by reference or otherwise)
in accordance with the rules and regulations of the SEC.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     In this registration statement, Advanced Micro Devices, Inc. is sometimes
referred to as "we," "us" or "our."

         Pursuant to General Instruction E of Form S-8, this registration
statement is filed solely to register:

         .    an additional 14,000,000 shares of our common stock reserved for
              issuance under our 2000 Stock Incentive Plan, which increase was
              approved by our Board of Directors on October 26, 2001.

         Pursuant to General Instruction E of Form S-8, we hereby incorporate by
reference the following documents filed with the SEC pursuant to the Securities
Exchange Act of 1934, as amended (File No. 001-07882):

         .    Our Annual Report on Form 10-K for the fiscal year ended December
              31, 2000, including information specifically incorporated by
              reference into our Form 10-K from our Proxy Statement for our 2001
              Annual Meeting of Stockholders, filed with the SEC on March 20,
              2001, as amended by our Amendment No. 1 to our Annual Report on
              Form 10-K/A for the fiscal year ended December 31, 2000, filed
              with the SEC on March 26, 2001, Amendment No. 2 to our Annual
              Report on Form 10-K/A for the fiscal year ended December 31, 2000,
              filed with the SEC on April 16, 2001 and Amendment No. 3 to our
              Annual Report on Form 10-K/A for the fiscal year ended December
              31, 2000, filed with the SEC on September 27, 2001;

         .    Our Quarterly Reports on Form 10-Q for the fiscal quarter ended on
              April 1, 2001, filed with the SEC on May 15, 2001, the fiscal
              quarter ended on July 1, 2001, filed with the SEC on August 10,
              2001 and the fiscal quarter ended on September 30, 2001, filed on
              November 14, 2001;

         .    Our Current Reports on Form 8-K, filed with the SEC on January 24,
              2001, February 8, 2001, April 24, 2001, May 9, 2001, July 10,
              2001, July 18, 2001, October 3, 2001, October 11, 2001, October
              23, 2001 and November 15, 2001;

         .    The description of our common stock, par value $.01 per share,
              contained in our registration statement on Form 8-A, filed with
              the SEC on September 14, 1979, including any subsequently filed
              amendments and reports updating such description;

         .    Our registration statement on Form S-8 (File No. 333-55052), filed
              with the SEC on February 6, 2001; and

         .    All documents we file with the SEC pursuant to Sections 13(a),
              13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
              amended, prior to the filing of a post-effective amendment to this
              registration statement which indicates that all securities offered
              have been sold or which deregisters all securities then remaining
              unsold.

         Information that we file later with the SEC will automatically update
and supersede this information.

Item 8. Exhibits.
        --------

         See Index to Exhibits on page 5.

                                       2



Item 9.  Undertakings.
         ------------

         (a)  The undersigned registrant hereby undertakes:

              (1)   To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

              (i)   To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or events arising
         after the effective date of the registration statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than a 20 percent change
         in the maximum aggregate offering price set forth in the "Calculation
         of Registration Fee" table in the effective registration statement;

              (iii) To include any material information with respect to the plan
         of distribution not previously disclosed in the registration statement
         or any material change to such information in the registration
         statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the registrant pursuant to
         Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
         incorporated by reference in the registration statement.

              (2)   That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

              (3)   To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                       3



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sunnyvale, State of California, on December 7, 2001.


                          ADVANCED MICRO DEVICES, INC.



                           By:              /s/ Robert J. Rivet
                              -------------------------------------------------
                                              Robert J. Rivet
                                 Senior Vice President, Chief Financial Officer

                                POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint W. J. Sanders III and Robert J.
Rivet, and each of them, with full power of substitution and full power to act
without the other, his true and lawful attorney-in-fact and agent to act for him
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement,
and to file this registration statement, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in order to effectuate the same as fully, to all intents
and purposes, as they or he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.



                  Signature                                      Title                                   Date
                  ---------                                      -----                                   ----
                                                                                              
           /s/ W.J. Sanders III               Chairman of the Board and Chief Executive Officer     December 7, 2001
----------------------------------------
              W.J. Sanders III                (Principal Executive Officer)

             /s/ Robert J. Rivet              Senior Vice President, Chief Financial Officer        December 7, 2001
---------------------------------------
               Robert J. Rivet                (Principal Financial and Accounting Officer)

             /s/ Friedrich Baur               Director                                              December 7, 2001
---------------------------------------
               Friedrich Baur

           /s/ Charles M. Blalack             Director                                              December 7, 2001
---------------------------------------
             Charles M. Blalack

              /s/ R. Gene Brown               Director                                              December 7, 2001
---------------------------------------
               R. Gene Brown

           /s/ Robert B. Palmer               Director                                              December 7, 2001
---------------------------------------
             Robert B. Palmer

               /s/ Joe L. Roby                Director                                              December 7, 2001
---------------------------------------
                Joe L. Roby

            /s/ Hector de J. Ruiz             Director, President and Chief Operating Officer       December 7, 2001
---------------------------------------
              Hector de J. Ruiz

            /s/ Leonard Silverman             Director                                              December 7, 2001
---------------------------------------
              Leonard Silverman


                                       4







                               INDEX TO EXHIBITS


EXHIBIT
-------

  5.1       Opinion of Latham & Watkins.

 10.1       Advanced Micro Devices, Inc. 2000 Stock Incentive Plan.

 23.1       Consent of Latham & Watkins (included in Exhibit 5.1).

 23.2       Consent of Ernst & Young LLP, Independent Auditors.

 24.1       Power of Attorney (included in the signature page to this
            registration statement).

                                       5