Third Amendment to Technology Cross-License Agreement - Advanced Micro Devices Inc. and Fujitsu Ltd.


              Third Amendment to Technology Cross-License Agreement

ADVANCED MICRO DEVICES, INC. ("AMD") and FUJITSU LIMITED ("Fujitsu") 
have agreed upon this Amendment to the Technology Cross-License 
Agreement between the parties dated March 26, 1993 ("Agreement") and 
other documents related thereto

1. The First Amendment To Technology Cross-License Agreement dated
September 1, 1996, the letter entitled "RE First Amendment to Technology
Cross-License Agreement" dated May 22, 1997 and the Second Amendment to
Technology Cross-License Agreement dated March 20, 1998 are hereby
terminated in their entirety.

2. *****

3. *****

4. *****

Confidential treatment has been requested for portions of this exhibit.  
The copy filed herewith omits the information subject to the 
confidentiality request.  Omissions are designated as *****.  A 
complete version of this exhibit has been filed separately with the 
Securities and Exchange Commission.



5. The following ***** are designated as *****

*****

6. The parties agree, upon request by one of them, to review the ***** 
for the purpose of making changes thereto Notwithstanding, all changes 
to the ***** must be agreed to, in writing, by AMD and Fujitsu

Confidential treatment has been requested for portions of this exhibit. 
The copy filed herewith omits the information subject to the 
confidentiality request. Omissions are designated as *****. A complete 
version of this exhibit has been filed separately with the Securities 
and Exchange Commission.

IN WITNESS WHEREOF, the parties cause this Third Amendment to be 
executed by their duly authorized representatives to be effective as 
of April 2, 2001.
                                                            -------



ADVANCED MICRO DEVICES INC.               FUJITSU LIMITED


        /s/ Walid Maghribi                         /s/ K. Shirai
------------------------------------      --------------------------------------

By       Walid Maghribi                   By       Kazunari Shirai
   ---------------------------------         -----------------------------------
Title    President, Memory Group          Title    Executive Vice President & ------------------------------            --------------------------------
                                                   Group President, Electronic
                                                --------------------------------
                                                   Devices Group
                                                --------------------------------