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AMD Advanced Micro Devices

Filed: 21 Sep 00, 8:00pm


                                                                     Exhibit 3.1

                     RESTATED CERTIFICATE OF INCORPORATION
                        OF ADVANCED MICRO DEVICES, INC.

     1.  The name of this corporation is Advanced Micro Devices, Inc. The
Original Certificate of Incorporation was filed with the Secretary of State of
the State of Delaware on May 1, 1969.

     2.  In accordance with Section 245 of the Delaware General Corporation Law
this Restated Certificate of Incorporation was duly adopted by the Board of
Directors at a meeting on December 6, 1995, without a vote of the stockholders.

     3.  This restated Certificate of Incorporation only restates and integrates
but does not further amend the provisions of the Certificate of Incorporation of
this corporation, as heretofore amended or supplemented, and there is no
discrepancy between those provisions and the provisions of this Restated
Certificate of Incorporation.

     4.  The text of the Certificate of Incorporation as heretofore amended and
supplemented is amended in its entirety to read as follows:

     FIRST.  The name of the corporation is ADVANCED MICRO DEVICES, INC.

     SECOND.  The address of its registered office in the State of Delaware is
     1209 Orange Street, in the City of Wilmington, County of New Castle.  The
     name of its registered agent at such address is The Corporation Trust
     Company.

     THIRD.  The nature of the business or purposes to be conducted or promoted
     is to engage in any lawful act or activity for which corporations may be
     organized under the Delaware General Corporation Law.

     FOURTH.  The total number of shares of stock which the corporation shall
     have authority to issue is Two Hundred Fifty One Million (251,000,000) of
     which Two Hundred Fifty Million (250,000,000) shares shall be Common Stock
     of the par value of One Cent ($0.01) per share and One Million (1,000,000)
     shares shall be Serial Preferred Stock of the par value of Ten Cents
     ($0.10) per share.

          The designations and powers, preferences and rights, and the
     qualifications, limitations or restrictions thereof, of each class of stock
     of the corporation shall be as follows:


     (A)  Serial Preferred Stock
          ----------------------

          (1)  The Serial Preferred Stock may be issued from time to time in one
          or more series and shall have such voting powers, designations,
          preferences and relative, participating, optional or other special
          rights, and qualifications, limitations or restrictions thereof, as
          may be fixed by this Certificate of Incorporation or by resolution of
          the Board of Directors providing for the issue of each such series.
          The Board of Directors is vested with authority to fix variations in
          voting powers and in any of the designations, preferences and
          relative, participating, optional or other special rights and
          qualifications, limitations or restrictions thereof as being between
          series of Serial Preferred Stock including, without limitation,
          variations in the following:

                    (a)  The distinctive designation of each series and the
               number of shares which shall constitute each series, which number
               may be increased (except where otherwise provided by the Board of
               Directors in creating such series) or decreased (but not below
               the number of shares thereof then outstanding) from time to time
               by like action of the Board of Directors;

                    (b)  The annual rate of dividends payable on shares of each
               series, the conditions upon which, and the dates when, such
               dividends shall be payable and the dates (if any) from which
               dividends shall be cumulative;

                    (c)  The time or times when and the price or prices at which
               shares of each series shall be redeemable;

                    (d)  The obligation, if any, of the corporation to acquire
               shares or each series for retirement as a sinking fund;

                    (e)  The granting, denial or limitation of voting rights of
               shares of each series;

                    (f)  The amount or amounts per share of each series payable
               in the event of any voluntary liquidation' dissolution or winding
               up of the corporation; and

                    (g)  The rights, if any, of the holders of shares of each
               series to convert such shares into or exchange such shares for
               Common Stock or shares of any other series of Serial Preferred
               Stock and the terms and conditions of such conversion or
               exchange, including any provisions for the subsequent adjustment
               of any such conversion or exchange rights.


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          Subject to variations in the voting powers, designations, preferences
     and relative, participating, optional or other special rights, and
     qualifications, limitations or restrictions thereof as between series of
     Serial Preferred Stock fixed by resolution of the Board of Directors in
     accordance with this Paragraph (A)(1), each share of Serial Preferred Stock
     shall be equal to every other share of Serial Preferred Stock.

          The voting powers, designations, preferences and relative,
     participating, optional or other special rights, and qualifications,
     limitations or restrictions thereof, of the shares of each series of Serial
     Preferred Stock shall before the issuance of each series of Serial
     Preferred Stock, be set forth in a certificate filed pursuant to the
     Delaware General Corporation Law.

     (B)  Common Stock
          ------------

          (1)  After the requirements with respect to preferential dividends
          upon all classes and series of stock entitled thereto shall have been
          paid or declared and set apart for payment and after the corporation
          shall have complied with all requirements, if any with respect to the
          setting aside of sums as a sinking fund or for a redemption account on
          any class of stock, then and not otherwise, the holders of Common
          Stock shall be entitled to receive such dividends as may be declared
          from time to time by the Board of Directors.

          (2)  After distribution in full of the preferential amounts to be
          distributed to the holders of all classes and series of stock entitled
          thereto in the event of a voluntary or involuntary liquidation,
          dissolution or winding up of the corporation, the holders of the
          Common Stock shall be entitled to receive all the remaining assets of
          the corporation.

          (3)  Each holder of Common Stock shall have one vote in respect of
          each share of such stock held by him, subject, however, to such
          special voting rights by class as are or may be granted to holders of
          Serial Preferred Stock with respect to the election of a limited
          number of directors upon default by the corporation in the payment of
          dividends of such Serial Preferred Stock.

     FIFTH. In furtherance and not in limitation of the powers conferred by
     statute, the Board of Directors is expressly authorized:

          To make, alter or repeal the Bylaws of the corporation.

          When and as authorized by the affirmative vote of the holders of two-
          thirds of the stock issued and outstanding having voting power given
          at a stockholders' meeting duly called upon such notice as is required
          by stature, or when authorized by the written consent of the holders
          of two-thirds of the voting stock issued and outstanding, to sell,
          lease or exchange all or substantially all of the property and assets
          of the corporation, including its

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          good will and its corporate franchises, upon such terms and conditions
          and for such consideration, which may consist in whole or in part of
          money or property including shares of stock in, and/or other
          securities of, any other corporation or corporations, as the Board of
          Directors shall deem expedient and for the best of interests of the
          corporation.

     SIXTH.  Meetings of stockholders may be held within or without the State of
     Delaware, as the Bylaws may provide.  The books of the corporation may be
     kept (subject to any provision contained in the statutes) outside the State
     of Delaware at such place or places as may be designated from time to time
     by the Board of Directors or in the Bylaws of the corporation.  Elections
     of directors need not be by written ballot unless the Bylaws of the
     corporation shall so provide.

     SEVENTH.  The corporation reserves the right to amend, alter, change or
     repeal any provision contained in this certificate of incorporation, in the
     manner now or hereafter prescribed by statute, and all rights conferred
     upon stockholders herein are granted subject to this reservation.

     EIGHTH.  A director of the corporation shall not be personally liable to
     the corporation or its stockholders for monetary damages for breach of
     fiduciary duty as a director, except liability (i) for any breach of the
     director's duty of loyalty to the corporation or its stockholders, (ii) for
     acts or omissions not in good faith or which involve intentional misconduct
     or a knowing violation of law, (iii) under Section 174 of the Delaware
     General Corporation Law, or (iv) for any transaction from which the
     director derived an improper personal benefit.

     If the Delaware General Corporation Law hereafter is amended to authorize
     the further elimination or limitation of the liability of directors, then
     the liability or a director of the corporation, in addition to the
     limitation on personal liability provided herein, shall be limited to the
     fullest extent permitted by the amended Delaware General Corporation Law.
     Any repeal or modification of this Article by the stockholders of the
     corporation shall be prospective only, and shall not adversely affect any
     limitation on the personal liability of a director of the corporation for
     acts or omissions of such director occurring prior to such amendment.

     IN WITNESS WHEREOF, Advanced Micro Devices, Inc. has caused this Restated
Certificate of Incorporation to be signed by Thomas M. McCoy, Esq., its Vice
President, General Counsel and Secretary this 5/th/ day of December, 1995.


                                        By: /s/ Thomas M. McCoy
                                            ------------------------------
                                                Thomas M. McCoy, Esq.

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                           CERTIFICATE OF AMENDMENT

                                      OF

                     RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                         ADVANCED MICRO DEVICES, INC.

     ADVANCED MICRO DEVICES, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:

     1.   The name of the corporation (hereinafter called the "Corporation") is
                                                               -----------
          Advanced Micro Devices, Inc.

     2.   The Restated Certificate of Incorporation of the Corporation is hereby
          amended by striking out the first sentence of Article Four thereof and
          by substituting in lieu of said first sentence of Article Four the
          following new first sentence of Article Four:

          "The total number of shares of stock which the corporation shall have
          authority to issue is Seven Hundred Fifty One Million (751,000,000) of
          which Seven Hundred Fifty Million (750,000,000) shares shall be Common
          Stock of the par value of One Cent ($0.01) per share and One Million
          (1,000,000) shares shall be Serial Preferred Stock of the par value of
          Ten Cents ($0.10) per share."

     3.   The amendment of the certificate of incorporation herein certified has
          been duly adopted in accordance with the provisions of Section 242 of
          the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, Advanced Micro Devices, Inc. has caused this
certificate to be signed by Thomas M. McCoy, its Senior Vice President, General
Counsel and Secretary, and Francis P. Barton, its Senior Vice President and
Chief Financial Officer, this 25/th/ day of May, 2000.

                                 /s/ Thomas M. McCoy
                                 ------------------------------------------
                                 Thomas M. McCoy
                                 Senior Vice President, General Counsel and
                                 Secretary


                                 /s/ Francis P. Barton
                                 ------------------------------------------
                                 Francis P. Barton
                                 Senior Vice President and Chief Financial
                                 Officer

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