ADVANCED MICRO DEVICES INC, S-3/A, 1994-05-16

ADVANCED MICRO DEVICES INC
S-3/A, 1994-05-16
SEMICONDUCTORS & RELATED DEVICES

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 1994
REGISTRATION NO. 33-52943
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------

AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------

ADVANCED MICRO DEVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE One AMD Place 94-1692300
(State or other Sunnyvale, California 94088-3453 (I.R.S. Employer
jurisdiction of (408) 732-2400 Identification Number)
incorporation) (Address, including zip code, and
telephone number, including
area code, of Registrant's principal
executive offices)

MARVIN D. BURKETT
Senior Vice President
Chief Administrative Officer and Secretary
Chief Financial Officer and Treasurer
One AMD Place
Sunnyvale, California 94088-3453
(408) 732-2400
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
----------
The Commission is requested to send copies of all communications to:

VICTOR J. BACIGALUPI, ESQ. RICHARD H. LOVGREN, ESQ.
Bronson, Bronson & McKinnon Acting General Counsel
505 Montgomery Street Advanced Micro Devices, Inc.
San Francisco, California 94111 One AMD Place, P.O. Box 3453
(415) 986-4200 Sunnyvale, California 94088-3453
(408) 749-2343

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
----------
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / X /

----------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SECTION 8(A), MAY DETERMINE.

===============================================================================
<PAGE>
<PAGE>

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

SUBJECT TO COMPLETION, DATED MAY 16, 1994

PROSPECTUS [logo]

ADVANCED MICRO DEVICES, INC.
DEBT SECURITIES
PREFERRED STOCK
DEPOSITARY SHARES
COMMON STOCK
WARRANTS TO PURCHASE COMMON STOCK
----------

Advanced Micro Devices, Inc. (the "Company"), directly or through
agents, dealers or underwriters designated from time to time, may offer,
issue and sell, together or separately, up to $400,000,000 in the aggregate of
(a) secured or unsecured debt securities (the "Debt Securities") of the
Company, which may be either senior debt securities (the "Senior Debt
Securities"), senior subordinated debt securities (the "Senior Subordinated
Debt Securities") or subordinated debt securities (the "Subordinated Debt
Securities"), (b) shares of preferred stock, par value $0.10 per share (the
"Preferred Stock"), of the Company in one or more series, (c) depositary
shares of the Company (the "Depositary Shares") evidencing fractions of
shares of Preferred Stock, (d) shares of common stock, par value $0.01 per
share (the "Common Stock"), of the Company accompanied by preferred
stock purchase rights ("Rights"), and (e) warrants to purchase Common
Stock (the "Warrants"), or any combination of the foregoing, either
individually or as units consisting of one or more of the foregoing, each on
terms to be determined at the time of sale. The Debt Securities may be
issued as exchangeable and/or convertible Debt Securities exchangeable for
or convertible into shares of Common Stock, Preferred Stock or any other
Security. The Preferred Stock may also be exchangeable for and/or
convertible into shares of Common Stock, Preferred Stock or any other
Security. The Debt Securities, the Preferred Stock, the Depositary Shares,
the Common Stock and the Warrants are collectively referred to herein as
the "Securities."

When a particular series of Securities is offered, a supplement to this
Prospectus (each a "Prospectus Supplement") will be delivered with this
Prospectus. For Debt Securities, the Prospectus Supplement will set forth
with respect to such series (the "Offered Debt Securities"): the designation
(including whether senior, senior subordinated or subordinated and whether
convertible or exchangeable); the nature and terms of the security for any
secured Offered Debt Securities; aggregate principal amount; authorized
denominations; maturity; rate or rates (or method of determining the same)
and the time or times of payment of any interest; the purchase price; any
optional or mandatory redemption provisions; any sinking fund provisions;
provisions relating to any conversion or exchange feature of the Offered
Debt Securities; and any other specific terms of the Offered Debt Securities.
For Preferred Stock and Depositary Shares, the Prospectus Supplement will
set forth with respect to such series (the "Offered Preferred Stock" or the
"Offered Depositary Shares"): aggregate number of shares offered; the
public offering price; designation, rights, preferences and limitations,
including rate or rates (or method of determining the same) and the time or
times of payment of dividends; voting rights, if any; liquidation preference;
any conversion, exchange, redemption or sinking fund provisions; and any
other specific terms of the Offered Preferred Stock or the Offered
Depositary Shares. In addition, with respect to the Offered Depositary
Shares, the Prospectus Supplement will set forth the fraction of a share of
Preferred Stock represented by each of the Offered Depositary Shares. For
Common Stock, the Prospectus Supplement will set forth the terms of the
offering and sale. For Warrants, the Prospectus Supplement will set forth
with respect to such series (the "Offered Warrants"): offering price, exercise
price, duration, detachability, call provisions and any other specific terms of
the Offered Warrants.

SEE "INVESTMENT CONSIDERATIONS" FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY EACH PROSPECTIVE INVESTOR.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

The Securities may be sold directly by the Company, through agents
designated from time to time or to or through underwriters or dealers. The
Company reserves the sole right to accept, and together with its agents,
from time to time, to reject in whole or in part any proposed purchase of
Securities to be made directly or through agents. See "Plan of Distribution."
If any such agents or underwriters are involved in the sale of any Securities,
the names of such agents or underwriters and any applicable fees,
commissions or discounts will be set forth in the applicable Prospectus
Supplement.

This Prospectus may not be used to consummate sales of Securities
unless accompanied by the applicable Prospectus Supplement.

The date of this Prospectus is , 1994.<PAGE>
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES AT
LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET, OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.

AVAILABLE INFORMATION

Advanced Micro Devices, Inc. (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference room of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and the public reference facilities in the
New York Regional Office, Seven World Trade Center, 13th Floor, New York, New
York 10048, and Chicago Regional Office, Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can
be obtained at prescribed rates by writing to the Securities and Exchange
Commission, Public Reference Section, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such material can also be inspected at the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.

This Prospectus constitutes a part of a registration statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company under the Securities Act of 1933,
as amended, with respect to the Securities offered hereby. This Prospectus does
not contain all the information included in such Registration Statement, certain
items of which are omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and the
Securities offered hereby, reference is made to the Registration Statement and
the exhibits thereto.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed by the Company with the
Commission are incorporated herein by reference: (a) Annual Report on Form 10-K
for the fiscal year ended December 26, 1993, filed pursuant to Section 13 of the
Exchange Act, and Amendment No. 1 thereto filed May 3, 1994; (b) Quarterly
Report on Form 10-Q for the quarter ended March 27, 1994, filed pursuant to
Section 13 of the Exchange Act, and Amendment No. 1 thereto filed April 8, 1994;
(c) Current Reports on Form 8-K dated January 27, February 10 and March 10,
1994, filed pursuant to Section 13 of the Exchange Act; (d) the description of
the Company's Common Stock contained in the Company's Registration Statement on
Form 8-A filed September 14, 1979; (e) the description of the Company's
Depositary Convertible Exchangeable Preferred Shares, each representing 1/10th
share of $30.00 Convertible Exchangeable Preferred Stock, $0.10 par value,
contained in the Company's Registration Statement on Form 8-A filed February 18,
1987, and Amendment No. 1 thereto filed March 25, 1987; and (f) the description
of the Company's Series A Junior Participating Preferred Stock, $0.10 par value,
and shareholder rights plan contained in the Company's Registration Statement on
Form 8-A filed February 21, 1990.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering covered by this Prospectus shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein, or contained in
this Prospectus, shall be deemed to be modified or superseded for purposes of
the Registration Statement or this Prospectus to the extent that a statement
contained herein or in any other document subsequently filed with the Commission
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of the
Registration Statement or this Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the foregoing documents incorporated herein by reference
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Requests should be directed to:
Corporate Secretary, Advanced Micro Devices, Inc., One AMD Place, Sunnyvale,
California 94088-3453 (telephone: (408) 732-2400). The information relating to
the Company contained in this Prospectus does not purport to be comprehensive
and should be read together with the information contained in the documents
incorporated or deemed to be incorporated by reference herein.
2<PAGE>
<PAGE>
THE COMPANY

Advanced Micro Devices, Inc. ("AMD" or the "Company"), a Delaware
corporation, was founded in 1969, became a publicly held company in 1972 and
since 1979 has been listed on the New York Stock Exchange ("NYSE") with the
trading symbol of AMD. The Company designs, develops, manufactures and markets
complex monolithic integrated circuits for use by manufacturers of a broad range
of electronic equipment and systems.

The Company has sales offices worldwide, and has manufacturing or testing
facilities in Sunnyvale and Santa Clara, California; Austin, Texas; Atsugi,
Japan; Bangkok, Thailand; Penang, Malaysia; Singapore; and Basingstoke, England.
The Company employs approximately 11,895 people worldwide. Its executive offices
and corporate headquarters are located at One AMD Place, Sunnyvale, California
94088-3453, and its telephone number is (408) 732-2400.

INVESTMENT CONSIDERATIONS

Potential investors are encouraged to consider information concerning the
Company's on-going legal proceedings and litigation, including the litigation
with Intel Corporation ("Intel"), described under "Legal Proceedings" in the
Company's Quarterly Report on Form 10-Q for the quarter ended March 27, 1994,
and the factors described under "Factors That May Affect Future Results of
Operations and Financial Condition" in "Management's Discussion and Analysis of
Results of Operations and Financial Condition" contained in such report, all as
modified and superseded by any document filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Prospectus.

The Company is dependent upon a foundry arrangement with Digital Equipment
Corporation ("DEC") to provide sufficient production capacity to meet the
expected demand in 1995 for its Am486TM microprocessor products. The Company has
entered into a strategic alliance with Hewlett-Packard Corporation ("HP") to
collaborate on the development of advanced process technology to enable the
Company to produce microprocessors and logic devices with 0.35 micron CMOS logic
technology, and the Company is dependent upon this alliance with respect to the
development of this technology. Additional information concerning the Company's
relationships with DEC and HP is set forth under "Business-Process Technology
and Manufacturing" in the Company's Annual Report on Form 10-K for the fiscal
year ended December 26, 1993 (the "1993 10-K"). The Company has entered into a
joint venture relationship with Fujitsu Limited for the development and
manufacturing of EPROMS and Flash memory devices and is dependent on this
relationship with respect to such devices. For additional information concerning
this joint venture, see "Business- Products-Joint Venture with Fujitsu Limited"
in the 1993 10-K.

The Company is currently developing its next generation of central processing
unit ("CPU") microprocessor products, known as the "K series." The CPU
microprocessor products currently produced by the Company primarily for use in
personal computers and workstations are based on the iAPX architecture
originally developed by Intel. The K series products, however, will be based on
superscalar RISC-type architecture. The K series will face competition not only
from iAPX products but also from products based upon an increased number of
different architectures which have been developed or are under development by
HP, IBM Corporation, Motorola, Inc., Sun Microsystems, Inc. and other
manufacturers of integrated circuits. No assurance can be given that the
Company's K series products will achieve market acceptance. See
"Business-Products-Microprocessors" in the 1993 10-K.

3<PAGE>
<PAGE>
USE OF PROCEEDS

Except as otherwise provided in the Prospectus Supplement, the net
proceeds from the sale of Securities offered hereby will be used for general
corporate purposes, which may include the reduction of outstanding
indebtedness, working capital increases and capital expenditures.

RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO
COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

Ratio of Earnings to Fixed Charges:

The following table sets forth the ratios of earnings to fixed charges for
the Company for the periods indicated.
<TABLE>
<CAPTION>
Fiscal Year Ended Quarter Ended
- ----------------------------------------------------------------------------- --------------------
December 31, December 30, December 29, December 27, December 26, March 28, March 27,
1989 1990 1991 1992 1993 1993 1994
- ----------- ---------- ---------- ---------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
2.71 x (a) 5.11 x 9.43 x 18.59 x 17.41 x 33.58 x
<FN>
- ----------
(a) The amount of additional earnings required to cover fixed charges in the
fiscal year ended December 30, 1990, was $63,731,000.
</TABLE>

Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends:

The following table sets forth the ratios of earnings to combined fixed
charges and preferred stock dividends for the periods indicated.
<TABLE>
<CAPTION>
Fiscal Year Ended Quarter Ended
- ----------------------------------------------------------------------------- --------------------
December 31, December 30, December 29, December 27, December 26, March 28, March 27,
1989 1990 1991 1992 1993 1993 1994
- ----------- ---------- ---------- ---------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
1.94 x (a) 3.94 x 6.93 x 10.30 x 10.24 x 16.78 x
<FN>
- ----------
(a) The amount of additional earnings required to cover fixed charges and
preferred stock dividends in the fiscal year ended December 30, 1990,
was $74,081,000.
</TABLE>
The ratio of earnings to fixed charges has been computed by dividing earnings
by fixed charges. The ratio of earnings to fixed charges and preferred stock
dividends has been computed by dividing earnings by the sum of fixed charges and
preferred stock dividend requirements. Earnings consist of income before income
taxes, amortization of capitalized interest plus fixed charges other than
capitalized interest. Fixed charges consist of interest on all indebtedness,
amortization of debt issuance costs and the portion of rental expense
representative of interest.

GENERAL DESCRIPTION OF SECURITIES

The Company, directly or through agents, dealers or underwriters designated
from time to time, may offer, issue and sell, together or separately, up to
$400,000,000 in the aggregate of (a) secured or unsecured debt securities (the
"Debt Securities") of the Company, which may be senior debt securities (the
"Senior Debt Securities"), senior subordinated debt securities (the "Senior
Subordinated Debt Securities") or subordinated debt securities (the
"Subordinated Debt Securities"), (b) shares of preferred stock, par value $0.10
per share (the "Preferred Stock"), of the Company in one or more series, (c)
depositary shares of the Company (the "Depositary Shares") evidencing fractions
of shares of Preferred Stock, (d) shares of common stock, par value $0.01 per
share (the "Common Stock") of the Company, accompanied by preferred stock
purchase rights ("Rights"), and (e) warrants to purchase Common Stock (the
"Warrants"), or any combination of the foregoing, either individually or as
units consisting of one or more of the foregoing, each on terms to be determined
at the time of sale. The Debt Securities may be issued as exchangeable and/or
convertible Debt Securities exchangeable for or convertible into shares of
Common Stock, Preferred Stock or any other Security. The Preferred Stock may
also be exchangeable for and/or convertible into shares of Common Stock,
Preferred Stock or any other Security. The Debt Securities, the Preferred Stock,
the Depositary Shares, the Common Stock and the Warrants are collectively
referred to herein as the "Securities."
4<PAGE>
<PAGE>
DESCRIPTION OF DEBT SECURITIES

The following description sets forth certain general terms and provisions of
the Debt Securities to which any Prospectus Supplement may relate. The
particular terms of the Debt Securities offered by any Prospectus Supplement and
the extent, if any, to which such general provisions do not apply to the Debt
Securities so offered will be described in the Prospectus Supplement relating to
such Debt Securities.

Debt Securities may be issued from time to time in series under an indenture,
and one or more indentures supplemental thereto (collectively, the "Indenture"),
between the Company and a trustee to be identified in the applicable Prospectus
Supplement (the "Trustee"). The terms of the Debt Securities will include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (the "TIA") as in effect on the date of the
Indenture. The Debt Securities will be subject to all such terms, and potential
investors in the Debt Securities are referred to the Indenture and the TIA for a
statement thereof. The following summary of certain provisions of the Indenture
does not purport to be complete and is qualified in its entirety by reference to
the Indenture, including the definitions therein of certain terms used below. A
copy of the proposed form of Indenture has been filed as an exhibit to the
Registration Statement of which this Prospectus is a part. As used under this
caption, unless the context otherwise requires, Offered Debt Securities shall
mean the Debt Securities offered by this Prospectus and the accompanying
Prospectus Supplement.

GENERAL

The Indenture will provide for the issuance of Debt Securities in series and
will not limit the principal amount of Debt Securities which may be issued
thereunder.

The applicable Prospectus Supplement or Prospectus Supplements will
describe the following terms of the series of Offered Debt Securities in respect
of which this Prospectus is being delivered: (1) the title of the Offered Debt
Securities; (2) whether the Offered Debt Securities are Senior Debt Securities,
Senior Subordinated Debt Securities or Subordinated Debt Securities or any
combination thereof; (3) any limit upon the aggregate principal amount of the
Offered Debt Securities; (4) the date or dates on which the principal of the
Offered Debt Securities is payable; (5) the rate or rates at which the Offered
Debt Securities will bear interest, if any, or the manner in which such rate or
rates are determined; (6) the date or dates from which any such interest will
accrue, the interest payment dates on which any such interest on the Offered
Debt Securities will be payable and the record dates for the determination of
holders to whom interest is payable; (7) the obligation of the Company, if any,
to redeem, purchase or repay the Offered Debt Securities, in whole or in part,
pursuant to any sinking fund or analogous provisions or at the option of the
holders and the price or prices at which and the period and periods within which
and the terms and conditions upon which the Offered Debt Securities shall be
redeemed, purchased or repaid pursuant to such obligation; (8) the right of the
Company, if any, to redeem, purchase or repay the Offered Debt Securities, in
whole or in part, and the price or prices at which and the period or periods
within which and the terms and conditions upon which the Offered Debt Securities
may be redeemed, purchased or repaid; (9) the place or places where the
principal of and any interest on the Offered Debt Securities will be payable;
(10) the denominations in which any Offered Debt Securities will be issuable, if
other than denominations of U.S. $1,000 and any integral multiple thereof; (11)
if other than the principal amount thereof, the portion of the principal amount
of the Offered Debt Securities of the series which will be payable upon
declaration of the acceleration of the maturity thereof; (12) any addition to or
change in the covenants which apply to the Offered Debt Securities; (13) any
Events of Default with respect to the Offered Debt Securities, if not otherwise
set forth under "Events of Default;" (14) whether the Offered Debt Securities
will be issued in whole or in part in global form; the terms and conditions, if
any, upon which such global Offered Debt Securities may be exchanged in whole or
in part for other individual securities, and the depositary for such Offered
Debt Securities; (15) the terms and conditions, if any, upon which the Offered
Debt Securities may be exchanged for or converted into other securities or
property; (16) the nature and terms of the security for any secured Offered Debt
Securities; and (17) any other terms of the Offered Debt Securities, which terms
shall not be inconsistent with the provisions of the Indenture.

Debt Securities may be issued at a discount from their principal amount
("Original Issue Discount Securities"). Federal income tax considerations and
other special considerations applicable to any such Original Issue Discount
Securities will be described in the applicable Prospectus Supplement.

Debt Securities may be issued in bearer form, with or without coupons.
Federal income tax considerations and other special considerations applicable to
bearer securities will be described in the applicable Prospectus Supplement.
5<PAGE>
<PAGE>
Unless otherwise indicated in this Prospectus or a Prospectus
Supplement, the Debt Securities will be unsecured and will not have the
benefit of any covenants that limit or restrict the Company's business or
operations, the pledging of the Company's assets or the incurrence of
indebtedness by the Company.

STATUS OF DEBT SECURITIES

The Senior Debt Securities will be unsubordinated obligations of the Company
and will rank on a parity with all other unsecured and unsubordinated
indebtedness of the Company.

The obligations of the Company pursuant to Senior Subordinated Debt
Securities will be subordinate and junior in right of payment, to the extent and
in the manner set forth in the Indenture, to all Senior Indebtedness of the
Company. Except to the extent set forth in the Prospectus Supplement, "Senior
Indebtedness" of the Company is defined to mean the principal of, and premium,
if any, and any interest (including interest accruing subsequent to the
commencement of any proceeding for the bankruptcy or reorganization of the
Company under any applicable bankruptcy, insolvency or similar law now or
hereafter in effect) on (a) all indebtedness of the Company whether heretofore
or hereafter incurred (i) for borrowed money or (ii) incurred in connection with
the acquisition by the Company or a subsidiary of assets other than in the
ordinary course of business, for the payment of which the Company is liable
directly or indirectly by guarantee, letter of credit, obligation to purchase or
acquire or otherwise, or the payment of which is secured by a lien, charge or
encumbrance on assets acquired by the Company, (b) amendments, modifications,
renewals, extensions and deferrals of any such indebtedness, and (c) any
indebtedness issued in exchange for any such indebtedness (clauses (a) through
(c) hereof being collectively referred to herein as "Debt"); provided, however,
that the following will not constitute Senior Indebtedness with respect to
Senior Subordinated Debt Securities: (1) any Debt as to which, in the instrument
evidencing such Debt or pursuant to which such Debt was issued, it is expressly
provided that such Debt is subordinate in right of payment to all Debt of the
Company not expressly subordinated to such Debt; (2) any Debt which by its terms
refers explicitly to the Senior Subordinated Debt Securities and states that
such Debt shall not be senior in right of payment; and (3) any Debt of the
Company in respect of the Senior Subordinated Debt Securities or any
Subordinated Debt Securities. The Company will not issue Debt which is
subordinated in right of payment to any other Debt of the Company and which is
not expressly made pari passu with, or subordinate and junior in right of
payment to, the Senior Subordinated Debt Securities.

The obligations of the Company pursuant to Subordinated Debt Securities will
be subordinate in right of payment to all Senior Indebtedness of the Company and
to any Senior Subordinated Debt Securities; provided, however, that the
following will not constitute Senior Indebtedness with respect to Subordinated
Debt Securities: (1) any Debt as to which, in the instrument evidencing such
Debt or pursuant to which such Debt was issued, it is expressly provided that
such Debt is subordinate in right of payment to all Debt of the Company not
expressly subordinated to such Debt; and (2) any Debt of the Company in respect
of Subordinated Debt Securities and any Debt which by its terms refers
explicitly to the Subordinated Debt Securities and states that such Debt shall
not be senior in right of payment.

No payment pursuant to the Senior Subordinated Debt Securities or the
Subordinated Debt Securities, as the case may be, may be made unless all amounts
of principal, premium, if any, and interest then due on all applicable Senior
Indebtedness of the Company shall have been paid in full or if there shall have
occurred and be continuing beyond any applicable grace period a default in any
payment with respect to any such Senior Indebtedness, or if there shall have
occurred any event of default with respect to any such Senior Indebtedness
permitting the holders thereof to accelerate the maturity thereof, or if any
judicial proceeding shall be pending with respect to any such default. However,
the Company may make payments pursuant to the Senior Subordinated Debt
Securities or the Subordinated Debt Securities, as the case may be, if a default
in payment or an event of default with respect to the Senior Indebtedness
permitting the holder thereof to accelerate the maturity thereof has occurred
and is continuing and judicial proceedings with respect thereto have not been
commenced within a certain number of days of such default in payment or event of
default. Upon any distribution of the assets of the Company upon dissolution,
winding-up, liquidation or reorganization, the holders of Senior Indebtedness of
the Company will be entitled to receive payment in full of principal, premium,
if any, and interest (including interest accruing subsequent to the commencement
of any proceeding for the bankruptcy or reorganization of the Company under any
applicable bankruptcy, insolvency or similar law now or hereafter in effect)
before any payment is made on the Senior Subordinated Debt Securities or
Subordinated Debt Securities, as applicable. By reason of such
6<PAGE>
<PAGE>
subordination, in the event of insolvency of the Company, holders of Senior
Indebtedness of the Company may receive more, ratably, and holders of the Senior
Subordinated Debt Securities or Subordinated Debt Securities, as applicable,
having a claim pursuant to the Senior Subordinated Debt Securities or
Subordinated Debt Securities, as applicable, may receive less, ratably, than the
other creditors of the Company. Such subordination will not prevent the
occurrence of any Event of Default in respect of the Senior Subordinated Debt
Securities or the Subordinated Debt Securities.

CONVERSION RIGHTS

The terms, if any, on which Debt Securities of a series may be exchanged for
or converted into shares of Common Stock, Preferred Stock or any other Security
will be set forth in the Prospectus Supplement relating thereto.

EXCHANGE, REGISTRATION, TRANSFER AND PAYMENT

Unless otherwise specified in the applicable Prospectus Supplement, payment
of principal, premium, if any, and any interest on the Debt Securities will be
payable, and the exchange of and the transfer of Debt Securities will be
registrable, at the office of the Trustee or at any other office or agency
maintained by the Company for such purpose subject to the limitations of the
Indenture. Unless otherwise indicated in the applicable Prospectus Supplement,
the Debt Securities will be issued in denominations of U.S. $1,000 or integral
multiples thereof. No service charge will be made for any registration of
transfer or exchange of the Debt Securities, but the Company may require payment
of a sum sufficient to cover any transfer tax or similar governmental charge
imposed in connection therewith.

SECURED DEBT SECURITIES

The terms, if any, on which Debt Securities of a series may be secured will
be set forth in the Prospectus Supplement relating thereto. The terms of the
Company's current credit agreements generally prohibit the Company from
encumbering its assets. With certain limited exceptions, so long as these
provisions are in effect, the Company may not issue secured Debt Securities
without having first obtained modifications or waivers of these provisions.

BOOK-ENTRY DEBT SECURITIES

The Debt Securities of a series may be issued in the form of one or more
Global Securities that will be deposited with a depositary or its nominee
identified in the applicable Prospectus Supplement. In such a case, one or more
Global Securities will be issued in a denomination or aggregate denominations
equal to the portion of the aggregate principal amount of Outstanding Debt
Securities of the series to be represented by such Global Security or
Securities. Each Global Security will be deposited with such depositary or
nominee or a custodian therefor and will bear a legend regarding the
restrictions on exchanges and registration of transfer thereof referred to below
and any such other matters as may be provided for pursuant to the applicable
Indenture.

Notwithstanding any provision of the Indenture or any Debt Security described
herein, no Global Security may be transferred to, or registered or exchanged for
Debt Securities registered in the name of, any Person other than the depositary
for such Global Security or any nominee of such depositary, and no such transfer
may be registered, unless (i) the depositary has notified the Company that it is
unwilling or unable to continue as depositary for such Global Security or has
ceased to be qualified to act as such as required by the applicable Indenture,
(ii) the Company executes and delivers to the Trustee an order that such Global
Security shall be so transferable, registrable and exchangeable, and such
transfers shall be registrable, or (iii) there shall exist such circumstances,
if any, as may be described in the applicable Prospectus Supplement. All Debt
Securities issued in exchange for a Global Security or any portion thereof will
be registered in such names as the depositary may direct.

The specific terms of the depositary arrangement with respect to any portion
of a series of Debt Securities to be represented by a Global Security will be
described in the applicable Prospectus Supplement. The Company expects that the
following provisions will apply to depositary arrangements.
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Unless otherwise specified in the applicable Prospectus Supplement, Debt
Securities which are to be represented by a Global Security to be deposited with
or on behalf of a depositary will be represented by a Global Security registered
in the name of such depositary or its nominee. Upon the issuance of such Global
Security, and the deposit of such Global Security with or on behalf of the
depositary for such Global Security, the depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Debt Securities represented by such Global Security to the accounts of
institutions that have accounts with such depositary or its nominee
("participants"). The accounts to be credited will be designated by the
underwriters or agents of such Debt Securities or by the Company, if such Debt
Securities are offered and sold directly by the Company. Ownership of beneficial
interests in such Global Security will be limited to participants or persons
that may hold interests through participants. Ownership of beneficial interests
by participants in such Global Security will be shown on, and the transfer of
that ownership interest will be effected only through, records maintained by the
depositary or its nominee for such Global Security. Ownership of beneficial
interests in such Global Security by persons that hold through participants will
be shown on, and the transfer of that ownership interest within such participant
will be effected only through, records maintained by such participant. The laws
of some jurisdictions require that certain purchasers of securities take
physical delivery of such securities in certificated form. The foregoing
limitations and such laws may impair the ability to transfer beneficial
interests in such Global Securities.

So long as the depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture. Unless otherwise specified in the applicable Prospectus Supplement,
owners of beneficial interests in such Global Security will not be entitled to
have Debt Securities of the series represented by such Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of Debt Securities of such series in certified form and will not be
considered the holders thereof for any purposes under the Indenture.
Accordingly, each person owning a beneficial interest in such Global Security
must rely on the procedures of the depositary and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a holder under the Indenture. The
Company understands that under existing industry practices, if the Company
requests any action of holders or an owner of a beneficial interest in such
Global Security desires to give any notice or take any action a holder is
entitled to give or take under the Indenture, the depositary would authorize the
participants to give such notice or take such action, and participants would
authorize beneficial owners owning through such participants to give such notice
or take such action or would otherwise act upon the instructions of beneficial
owners owning through them.

Notwithstanding any other provisions to the contrary in the Indenture, the
rights of the beneficial owners of the Debt Securities to receive payment of the
principal and premium, if any, of and interest on such Debt Securities, on or
after the respective due dates expressed in such Debt Securities, or to
institute suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of the
beneficial owners.

Principal of and any interest on a Global Security will be payable in the
manner described in the applicable Prospectus Supplement.

CONSOLIDATION, MERGER AND SALE OF ASSETS

The Company, without the consent of a percentage of the holders of
outstanding Debt Securities, may not consolidate with or merge into, or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its property or assets to any person unless (a) the Company is the surviving
corporation or the entity or the person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made is a corporation organized and existing under the laws of the United
States, any state thereof or the District of Columbia; (b) the entity or person
formed by or surviving any such consolidation or merger (if other than the
Company) or the entity or person to which such sale, assignment, transfer,
lease, conveyance or other disposition shall have been made assumes all the
obligations of the Company under the Debt Securities and the Indenture; and (c)
immediately prior to and after the transaction no Default or Event of Default
exists.
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COVENANTS OF THE COMPANY

The applicable Prospectus Supplement will describe any material covenants in
respect of a series of Offered Debt Securities. Other than the covenants of the
Company included in the Indenture as described above or as described in the
applicable Prospectus Supplement, there are no covenants or provisions in the
Indenture that may afford holders protection in the event of a highly leveraged
transaction or leveraged buyout involving the Company.

EVENTS OF DEFAULT

Unless otherwise specified in the applicable Prospectus Supplement, the
following will constitute Events of Default under the Indenture with respect to
Debt Securities of any series:(a) failure to pay any interest on any Debt
Security of that series when due, and the Default continues for 30 days; (b)
failure to pay principal of any Debt Security of that series when due and
payable at maturity, upon redemption or otherwise; (c) an Event of Default, as
defined in the Debt Securities of that series, occurs and is continuing, or the
Company fails to comply with any of its other agreements in the Debt Securities
of that series or in the Indenture with respect to that series and the Default
continues for the period and after the notice provided therein; and (d) certain
events of bankruptcy, insolvency or reorganization. If an Event of Default with
respect to outstanding Debt Securities of any series (other than an Event or
Default relating to certain events of bankruptcy, insolvency or reorganization)
shall occur and be continuing, either the Trustee or the holders of at least 25%
in principal amount of the outstanding Debt Securities of that series by notice
to the Company and the Trustee, as provided in the Indenture, may declare the
unpaid principal amount (or, if the Debt Securities of that series are Original
Issue Discount Securities, such lesser amount as may be specified in the terms
of that series) of and any accrued interest on all Debt Securities of that
series to be due and payable immediately. However, at any time after a
declaration of acceleration with respect to Debt Securities of any series has
been made, but before a judgment or decree based on such acceleration has been
obtained, the holders of a majority in principal amount of the outstanding Debt
Securities of that series may, under certain circumstances, rescind and annul
such acceleration. For information as to waiver of defaults, see "Modification
and Waiver" below.

The Indenture will provide that, subject to the duty of the Trustee during an
Event of Default to act with the required standard of care, the Trustee will be
under no obligation to exercise any of its rights or powers under the applicable
Indenture at the request or direction of any of the holders, unless such holders
shall have offered to the Trustee reasonable security or indemnity. Subject to
certain provisions, including those requiring security or indemnification of the
Trustee, the holders of a majority in principal amount of the outstanding Debt
Securities of any series will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the Debt
Securities of that series.

The Company will be required to furnish to the Trustee under the Indenture
annually a statement as to the performance by the Company of its obligations
under that Indenture and as to any default in such performance.

MODIFICATION AND WAIVER

Subject to certain exceptions, the Company and the Trustee may supplement or
amend the Indenture or the Debt Securities with the written consent of the
holders of a majority in principal amount of the then outstanding Debt
Securities of each series affected by the amendment with each series voting as a
separate class. The holders of a majority in principal amount of the then out-
standing Debt Securities of any series may also waive compliance in a particular
instance by the Company with any provision of the Indenture with respect to the
Debt Securities of that series; provided, however, that without the consent of
each holder of Debt Securities affected, an amendment or waiver may not (i)
reduce the percentage of the principal amount of Debt Securities whose holders
must consent to an amendment or waiver; (ii) reduce the rate or change the time
for payment of interest on any Debt Security; (iii) reduce the principal of or
change the fixed maturity of any Debt Security, or alter the redemption provi-
sions with respect thereto; (iv) make any Debt Security payable in money other
than that stated in the Debt Security; (v) make any change in the provisions
concerning waivers of Default or Events of Default by holders or the rights of
holders to recover the principal of or interest on any Debt Security; or (vi)
waive a default in the payment of the principal of, or interest on, any Debt
Security, except as otherwise provided in the Indenture. The Company and the
Trustee may amend the Indenture or the Debt Securities without notice to or the
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consent of any holder of a Debt Security: (i) to cure any ambiguity, defect or
inconsistency; (ii) to comply with the Indenture's provisions with respect to
successor corporations; (iii) to comply with any requirements of the Commission
in connection with the qualification of the Indenture under the TIA; (iv) to
provide for Debt Securities in addition to or in place of certificated Debt
Securities; (v) to add to, change or eliminate any of the provisions of the
Indenture in respect of one of more series of Debt Securities, provided,
however, that any such addition, change or elimination (A) shall neither (1)
apply to any Debt Security of any series created prior to the execution of such
amendment and entitled to the benefit of such provision, nor (2) modify the
rights of a holder of any such Debt Security with respect to such provision, or
(B) shall become effective only when there is no outstanding Debt Security of
any series created prior to such amendment and entitled to the benefit of such
provision; (vi) to make any change that does not adversely affect in any
material respect the interests of the holders of any series of Debt Securities;
or (vii) to establish additional series of Debt Securities as permitted by the
Indenture.

Subject to certain exceptions, the holders of a majority in principal amount
of the then outstanding Debt Securities of any series, by notice to the Trustee,
may waive an existing Default or Event of Default and its consequences with
respect to the Debt Securities of that series except a Default or Event of
Default in the payment of the principal of or interest on any Debt Security.

TERMINATION OF THE COMPANY'S OBLIGATIONS UNDER THE DEBT SECURITIES AND THE
INDENTURE

Except as otherwise described below, the Company may terminate its
obligations under the Debt Securities of any series and the Indenture with
respect to that series if:

(a) all Debt Securities of that series previously authenticated and
delivered (other than destroyed, lost or stolen Debt Securities which
have been replaced or Debt Securities of that series which are paid or
Debt Securities of that series for whose payment money or securities has
theretofore been held in trust and thereafter repaid to the Company)
have been delivered to the Trustee for cancellation and the Company has
paid all sums payable by it under the Indenture with respect to such
series; or

(b) (1) the Debt Securities of that series mature within one year or
all of them are to be called for redemption within one year after arrange-
ments satisfactory to the Trustee for giving notice of redemption; and

(2) the Company irrevocably deposits in trust with the Trustee
during such one-year period, under the terms of an irrevocable trust
agreement in form and substance satisfactory to the Trustee, as trust
funds solely for the benefit of the holders of Debt Securities of that
series for that purpose, money or U.S. Government Obligations, or a
combination thereof, with the U.S. Government Obligations maturing as
to principal and interest in such amounts and at such times as are
sufficient, without consideration of any reinvestment of such interest, to
pay principal of and interest on the Debt Securities of that series to
maturity or redemption, as the case may be, and to pay all other sums
payable by it under the Indenture; or

(c) (1) the Company irrevocably deposits in trust with the Trustee
under the terms of an irrevocable trust agreement in form and substance
satisfactory to the Trustee, as trust funds solely for the benefit of the
holders of Debt Securities of that series for that purpose, money or U.S.
Government Obligations, or a combination thereof, with the U.S.
Government Obligations maturing as to principal and interest in such
amounts and at such times as are sufficient, without consideration of any
reinvestment of such interest, to pay principal of and interest on the
Debt Securities of that series to maturity or redemption, as the case may
be;

(2) The Company shall have delivered to the Trustee either (A)
a ruling directed to the Trustee received from the Internal Revenue
Service to the effect that the holders of the Debt Securities of that series
will not recognize income, gain or loss for federal income tax purposes as
a result of the Company's exercise of its option under this clause (c) and
will be subject to federal income tax on the same amount and in the
same manner and at the same times as would have been the case if such
option had not been exercised, or (B) an opinion of counsel to the same
effect as the ruling described in subclause (A) above accompanied by a
ruling to that effect published by the Internal Revenue Service, unless
there has been a change in the applicable federal income tax law since
the date of the Indenture such that a ruling from the Internal Revenue
Service is no longer required;
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(3) The Company has paid or caused to be paid all sums then
payable by the Company under the Indenture; and

(4) the Company has delivered to the Trustee an officers'
certificate and an opinion of counsel, each stating that all conditions
precedent provided for in this clause (c) relating to termination of
obligations of the Company have been complied with.

The Company's obligations under sections of the Indenture relating to the
registrar and the paying agent, their obligations, the maintenance of a list of
holders, transfers of Debt Securities, replacement of securities, payment
(together with payment obligations under the Debt Securities of that series),
compensation and indemnity of the Trustee (Section 7.07), replacement of the
Trustee and repayment to the Company of excess money held by the Trustee or the
paying Agent (Section 8.03), shall survive until the Debt Securities of that
series are no longer outstanding. Thereafter, and after any discharge pursuant
to clause (a) above, only the Company's obligations in Sections 7.07 and 8.03 of
the Indenture shall survive. If the ruling from the Internal Revenue Service or
opinion of counsel referred to in clause (c)(2) above is based on or assumes
that the Company's payment obligations under the Indenture or its payment
obligations under the Debt Securities will continue (or is silent with respect
thereto), then such discharge shall constitute only a "covenant defeasance" and,
consequently, the Company shall remain liable for the payment of the Debt
Securities of that series. However, if and when a ruling from the Internal
Revenue Service or opinion of counsel referred to in clause (c)(2) above is able
to be provided specifically without regard to, and not in reliance upon, the
continuance of the Company's payment obligations under the Indenture and its
payment obligations under the Debt Securities of that series, then the Company's
payment obligations under the Indenture and the Debt Securities of that series
shall cease upon delivery to the Trustee of such ruling or opinion of counsel
and compliance with the other conditions precedent provided for in clause (c)
above relating to the satisfaction and discharge of the Indenture. In such a
case (a "legal defeasance") holders would be able to look only to the trust fund
for payment of principal or interest on the Debt Securities.

REGARDING THE TRUSTEES

The Company intends that the Trustee with respect to the first series of Debt
Securities will be United States Trust Company of New York, and its address is
114 West 47th Street, New York, New York 10036. Other Trustees may be designated
for any subsequent series of Debt Securities. The Indenture and provisions of
the TIA incorporated by reference therein contain certain limitations on the
rights of the Trustee, should it become a creditor of the Company, to obtain
payment of claims in certain cases, or to realize on certain property received
in respect of any such claim, as security or otherwise. The Trustee and its
affiliates engage in, and will be permitted to continue to engage in, other
transactions with the Company and its affiliates; provided, however, that if it
acquires any conflicting interest (as defined), it must eliminate such conflict
or resign.

The holders of a majority in principal amount of the then outstanding Debt
Securities of any series will have the right to direct the time, method and
place of conducting any proceeding for exercising any remedy available to the
Trustee. The TIA and the Indenture provide that in case an Event of Default
shall occur (and be continuing), the Trustee will be required, in the exercise
of its rights and powers, to use the degree of care and skill of a prudent man
in the conduct of his own affairs. Subject to such provision, the Trustee will
be under no obligation to exercise any of its rights or powers under the
Indenture at the request of any of the holders of the Debt Securities of any
series issued thereunder, unless they have offered to the Trustee indemnity
satisfactory to it.

DESCRIPTION OF PREFERRED STOCK

The following description of the terms of the Preferred Stock sets forth
certain general terms and provisions of the Preferred Stock to which any
Prospectus Supplement may relate. Certain other terms of any series of the
Preferred Stock offered by any Prospectus Supplement will be described in such
Prospectus Supplement. The description of certain provisions of the Preferred
Stock set forth below and in any Prospectus Supplement does not purport to be
complete and is subject to and qualified in its entirety by reference to the
Company's Certificate of Incorporation (the "Certificate of Incorporation"), and
the certificate of designations (a "Certificate of
11<PAGE>
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Designations") relating to each series of the Preferred Stock which will be
filed with the Commission and incorporated by reference in the Registration
Statement of which this Prospectus is a part at or prior to the time of the
issuance of such series of the Preferred Stock.

GENERAL

The authorized capital stock of the Company consists of 250,000,000 shares
of Common Stock, $0.01 par value per share, and 1,000,000 shares of preferred
stock, $0.10 par value per share ("preferred stock of the Company," which term,
as used herein, includes the Preferred Stock offered hereby). As of May 10,
1994, the Company had 93,603,525 shares of Common Stock and 344,915 shares of
preferred stock outstanding, of which 167,557 shares of Common Stock were owned
by the Company as treasury stock, and had authorized the issuance of up to
150,000 additional shares of preferred stock pursuant to its shareholder rights
plan. See "-Outstanding Preferred Stock" and "Description of Common Stock."

Under the Certificate of Incorporation, the Board of Directors of the Company
is authorized without further stockholder action to provide for the issuance of
up to 505,000 shares of preferred stock of the Company, in one or more series,
with such voting powers, full or limited, and with such designations,
preferences and relative participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as shall be stated in the
resolution or resolutions providing for the issue of a series of such stock
adopted, at any time or from time to time, by the Board of Directors of the
Company (as used herein the term "Board of Directors of the Company" includes
any duly authorized committee thereof). Under the terms of the Company's
currently outstanding $30.00 Convertible Exchangeable Preferred Stock, the
Company may not issue Preferred Stock which by its terms is expressly made
senior to the $30.00 Convertible Exchangeable Preferred Stock either as to
dividends or as to the distribution of assets on any voluntary or involuntary
liquidation of the Company.

As described under "Description of Depositary Shares," the Company may, at
its option, elect to offer Depositary Shares evidenced by depositary receipts
(the "Depositary Receipts"), each representing a fraction (to be specified in
the Prospectus Supplement relating to the particular series of the Preferred
Stock) of a share of the particular series of the Preferred Stock issued and
deposited with a depositary, in lieu of offering full shares of such series of
the Preferred Stock.

The Preferred Stock shall have the dividend, liquidation, redemption and
voting rights set forth below unless otherwise provided in a Prospectus
Supplement relating to a particular series of the Preferred Stock. Reference is
made to the Prospectus Supplement relating to the particular series of the
Preferred Stock offered thereby for specific terms, including: (i) the
designation and stated value per share of such Preferred Stock and the number of
shares offered; (ii) the amount of liquidation preference per share; (iii) the
initial public offering price at which such Preferred Stock will be issued; (iv)
the dividend rate (or method of calculation), the dates on which dividends shall
be payable and the dates from which dividends shall commence to cumulate, if
any; (v) any redemption or sinking fund provisions; (vi) any conversion or
exchange rights; (vii) whether the Company has elected to offer Depositary
Shares as described below under "Description of Depositary Shares;" and (viii)
any additional voting, dividend, liquidation, redemption, sinking fund and other
rights, preferences, privileges, limitations and restrictions.

The Preferred Stock will, when issued, be fully paid and nonassessable and
will have no preemptive rights. The rights of the holders of each series of the
Preferred Stock will be subordinate to those of the Company's general creditors.

DIVIDEND RIGHTS

Holders of the Preferred Stock of each series will be entitled to receive,
when, as and if declared by the Board of Directors of the Company, out of funds
of the Company legally available therefor, cash dividends on such dates and at
such rates as are set forth in, or as are determined by the method described in,
the Prospectus Supplement relating to such series of the Preferred Stock. Such
rate may be fixed or variable or both. Each such dividend will be payable to the
holders of record as they appear on the stock books of the Company (or, if
applicable, the records of the Depositary (as hereinafter defined) referred to
under "Description of Depositary Shares") on such record dates, fixed by the
Board of Directors of the Company, as specified in the Prospectus Supplement
relating to such series of Preferred Stock.
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Such dividends may be cumulative or noncumulative, as provided in the
Prospectus Supplement relating to such series of Preferred Stock. If the
Board of Directors of the Company fails to declare a dividend payable on a
dividend payment date on any series of Preferred Stock for which dividends
are noncumulative, then the right to receive a dividend in respect of the
dividend period ending on such dividend payment date will be lost, and the
Company will have no obligation to pay any dividend for such period,
whether or not dividends on such series are declared payable on any future
dividend payment dates. Dividends on the shares of each series of Preferred
Stock for which dividends are cumulative will accrue from the date on which
the Company initially issues shares of such series.

The terms of the Company's current credit agreement prohibit the Company from
paying cash dividends on its capital stock, other than mandatory current
dividend payments to the holders of the shares of Preferred Stock which are
currently outstanding. So long as the provision is in effect, the Company may
not offer Preferred Stock with dividend rights without having first obtained a
modification or waiver of this provision.

Unless otherwise specified in the applicable Prospectus Supplement, so long
as the shares of any series of the Preferred Stock are outstanding, unless (i)
full dividends (including if such Preferred Stock is cumulative, dividends for
prior dividend periods) have been paid or declared and set apart for payment on
all outstanding shares of the Preferred Stock of such series and all other
classes and series of preferred stock of the Company (other than Junior Stock,
as defined below) and (ii) the Company is not in default or in arrears with
respect to the mandatory or optional redemption or mandatory repurchase or other
mandatory retirement of, or with respect to any sinking or other analogous funds
for, any shares of Preferred Stock of such series or any shares of any other
preferred stock of the Company of any class or series (other than Junior Stock,
as defined below), the Company may not declare any dividends on any shares of
Common Stock of the Company or any other stock of the Company ranking as to
dividends or distributions of assets junior to such series of Preferred Stock
(the Common Stock and any such other stock being herein referred to as "Junior
Stock"), or make any payment on account of, or set apart money for, the
purchase, redemption or other retirement of, or for a sinking or other analogous
fund for, any shares of Junior Stock or make any distribution in respect
thereof, whether in cash or property or in obligations of stock of the Company,
other than in Junior Stock which is neither convertible into, nor exchangeable
or exercisable for, any securities of the Company other than Junior Stock.

LIQUIDATION PREFERENCES

Unless otherwise specified in the applicable Prospectus Supplement, in the
event of any liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, the holders of each series of the Preferred Stock will
be entitled to receive out of the assets of the Company available for
distribution to stockholders, before any distribution of assets is made to the
holders of Common Stock or any other shares of stock of the Company ranking
junior as to such distribution to such series of the Preferred Stock, the amount
set forth in the Prospectus Supplement relating to such series of the Preferred
Stock. If, upon any voluntary or involuntary liquidation, dissolution or winding
up of the Company, the amounts payable with respect to the Preferred Stock of
any series and any other shares of preferred stock of the Company (including any
other series of the Preferred Stock) ranking as to any such distribution on a
parity with such series of the Preferred Stock are not paid in full, the holders
of the Preferred Stock of such series and of such other shares of preferred
stock of the Company will share ratably in any such distribution of assets of
the Company in proportion to the full respective preferential amounts to which
they are entitled. After payment to the holders of the Preferred Stock of each
series of the full preferential amounts of the liquidating distribution to which
they are entitled, unless otherwise provided in the applicable Prospectus
Supplement, the holders of each such series of the Preferred Stock will be
entitled to no further participation in any distribution of assets by the
Company.

REDEMPTION

A series of the Preferred Stock may be redeemable, in whole or from time to
time in part, at the option of the Company, and may be subject to mandatory
redemption pursuant to a sinking fund or otherwise, in each case upon terms, at
the times and at the redemption prices set forth in the Prospectus Supplement
relating to such series. Shares of the Preferred Stock redeemed by the Company
will be restored to the status of authorized but unissued shares of preferred
stock of the Company.
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In the event that fewer than all of the outstanding shares of a series of the
Preferred Stock are to be redeemed, whether by mandatory or optional redemption,
the number of shares to be redeemed will be determined by lot or pro rata
(subject to rounding to avoid fractional shares) as may be determined by the
Company or by any other method as may be determined by the Company in its sole
discretion to be equitable. From and after the redemption date (unless default
is made by the Company in providing for the payment of the redemption price plus
accumulated and unpaid dividends, if any) dividends will cease to accumulate on
the shares of the Preferred Stock called for redemption and all rights of the
holders thereof (except the right to receive the redemption price plus
accumulated and unpaid dividends, if any) will cease.

Unless otherwise specified in the applicable Prospectus Supplement, so long
as any dividends on shares of any series of the Preferred Stock or any other
series of preferred stock of the Company ranking on a parity as to dividends and
distribution of assets with such series of the Preferred Stock are in arrears,
no shares of any such series of the Preferred Stock or such other series of
preferred stock of the Company will be redeemed (whether by mandatory or
optional redemption) unless all such shares are simultaneously redeemed, and the
Company will not purchase or otherwise acquire any such shares; provided,
however, that the foregoing will not prevent the purchase or acquisition of such
shares pursuant to a purchase or exchange offer made on the same terms to
holders of all such shares outstanding.

CONVERSION AND EXCHANGE RIGHTS

The terms, if any, on which shares of Preferred Stock of any series may be
exchanged for or converted into shares of Common Stock, or another series of
Preferred Stock, or any other Security will be set forth in the Prospectus
Supplement relating thereto. Such terms may include provisions for conversion,
either mandatory, at the option of the holder, or at the option of the Company,
in which case the number of shares of Common Stock, the shares of another series
of Preferred Stock or the amount of any other securities to be received by the
holders of Preferred Stock would be calculated as of a time and in the manner
stated in the Prospectus Supplement.

VOTING RIGHTS

Except as indicated in a Prospectus Supplement relating to a particular
series of the Preferred Stock, or except as required by applicable law, the
holders of the Preferred Stock will not be entitled to vote for any purpose.

OUTSTANDING PREFERRED STOCK

As of the date hereof, the Company has issued and outstanding 344,975 shares
of $30.00 Convertible Exchangeable Preferred Stock which are fully paid and
nonassessable. The Company has also authorized up to 150,000 shares of Series A
Junior Participating Preferred Stock in connection with its preferred stock
purchase rights plan. See "Description of Common Stock-Rights Agreement."

The $30.00 Convertible Exchangeable Preferred Stock bears a cumulative
dividend of $30.00 per share per annum. It is senior to the Common Stock and to
any Series A Junior Participating Cumulative Preferred Stock which may be
issued, as to the payment of dividends and distributions of assets on
liquidation, dissolution and winding up of the Company. Shares of the $30.00
Convertible Exchangeable Preferred Stock provide for a liquidation preference of
$500.00 per share, plus accrued and unpaid dividends.

Holders of $30.00 Convertible Exchangeable Preferred Stock have no general
voting rights but have the right to vote in certain events. Whenever dividends
have not been paid on such shares or any other class or series of stock on a
parity with such shares both as to dividends and as to the distribution of
assets upon liquidation ("Parity Shares") in an aggregate amount equal to six
quarterly dividends (whether or not consecutive), the number of members of the
Company's Board of Directors will be increased by two, and the holders of such
shares, voting separately as a class with the holders of such Parity Shares,
will be entitled to elect such two additional directors. Such voting rights will
continue until all dividends in default have been paid in full.

Each holder of $30.00 Convertible Exchangeable Preferred Stock has the right,
at the holder's option, to convert any or all such shares into Common Stock at
any time at a ratio (subject to adjustment) of 19.873 shares of Common Stock for
each share of $30.00 Convertible Exchangeable Preferred Stock. The $30.00 Con-
vertible Exchangeable Preferred Stock is exchangeable at the option of the Com-
pany, in whole but not in part, on any dividend payment date for 6% Convertible
Subordinated Debentures due 2012 at the rate of $500 principal amount
14<PAGE>
<PAGE>
of debentures for each preferred share. If exchanged, commencing the first March
15 following the date of initial issuance of the debentures, the Company is
required to make annual payments into a sinking fund in the amount of 5% of the
aggregate principal amount of debentures issued to provide for the redemption of
the debentures.

The $30.00 Convertible Exchangeable Preferred Stock is redeemable for cash at
any time at the option of the Company, in whole or in part. The redemption price
declines from the current redemption price of $509 per share to $500 per share
on and after March 15, 1997, plus unpaid dividends.

The $30.00 Convertible Exchangeable Preferred Stock is held by The First
National Bank of Boston, as depositary, and 3,450,000 depositary shares have
been issued of which 3,449,750 are outstanding and are listed on the New York
Stock Exchange. Each depositary share represents one-tenth of a preferred share,
with the holder entitled, proportionately, to all the rights and preferences of
the underlying preferred stock.

DESCRIPTION OF DEPOSITARY SHARES

The following description sets forth certain general terms and provisions of
the Depositary Shares to which any Prospectus Supplement may relate. The
particular terms of the Depositary Shares offered by any Prospectus Supplement
and the extent, if any, to which such general provisions do not apply to the
Depositary Shares so offered will be described in the Prospectus Supplement
relating to such Depositary Shares.

Depositary Shares may be issued from time to time under a Deposit Agreement
(the "Deposit Agreement") between the Company and a depositary (the
"Depositary") to be identified in the applicable prospectus supplement. The
terms of the Depositary Shares will be stated in the Deposit Agreement. A copy
of the proposed form of Deposit Agreement has been filed as an exhibit to the
Registration Statement of which this Prospectus is a part.

GENERAL

The Company may, at its option, elect to offer fractional shares of Preferred
Stock rather than full shares of Preferred Stock. In the event such option is
exercised, the Company will issue to the public receipts for Depositary Shares
("Depositary Receipts"), each of which will represent a fraction (to be set
forth in the Prospectus Supplement relating to a particular series of the
Preferred Stock) of a share of a particular series of the Preferred Stock as
described below.

The shares of any series of the Preferred Stock represented by Depositary
Shares will be deposited under the Deposit Agreement which will be a separate
agreement among the Company, a bank or trust company selected by the Company to
act as the Depositary and the holders from time to time of the Depositary
Receipts. Subject to the terms of the Deposit Agreement, each owner of a
Depositary Share will in general be entitled to all the rights and preferences
of the Preferred Stock represented thereby (including dividend, voting,
redemption and liquidation rights), in proportion to the applicable fraction of
a share of Preferred Stock represented by such Depositary Share.

The Depositary Shares relating to any series of the Preferred Stock will be
evidenced by Depositary Receipts issued pursuant to the related Deposit
Agreement. Depositary Receipts will be distributed to those persons purchasing
such Depositary Shares in accordance with the terms of the offering made by the
related Prospectus Supplement.

Upon surrender of Depositary Receipts at the office of the Depositary and
upon payment of the charges provided in the Deposit Agreement and subject to the
terms thereof, a holder of Depositary Receipts is entitled to have the
Depositary deliver to such holder the whole shares of Preferred Stock and any
money or other property represented by the Depositary Shares evidenced by the
surrendered Depositary Receipts. Owners of Depositary Shares will be entitled to
receive only whole shares of Preferred Stock. In no event will fractional shares
of Preferred Stock be distributed by the Depositary.

DIVIDENDS AND OTHER DISTRIBUTIONS

The Depositary will distribute all cash dividends or other cash distributions
received in respect of the Preferred Stock to the record holders of Depositary
Receipts relating to such Preferred Stock in proportion, insofar as practicable,
to the respective numbers of Depositary Shares evidenced by such Depositary
Receipts held by such holders on the relevant record date. The Depositary will
distribute only such amount, however, as can be
15<PAGE>
<PAGE>
distributed without attributing to any holder of Depositary Receipts a
fraction of one cent, and any balance not so distributed will be added to and
treated as part of the next sum received by the Depositary for distribution
to record holders of Depositary Receipts then outstanding.

In the event of a distribution other than in cash, the Depositary will
distribute such amounts of the securities or property received by it as are, as
nearly as practicable, in proportion to the respective numbers of Depositary
Shares evidenced by the Depositary Receipts held by such holders on the relevant
record date, unless the Depositary determines that it is not feasible to make
such distribution, in which case the Depositary may, with the approval of the
Company, adopt such method as it deems equitable and practicable for the purpose
of effecting such distribution, including the sale of such securities or
property and distribution of the net proceeds from such sale to such holders.

The Deposit Agreement will also contain provisions relating to the manner in
which any subscription or similar rights offered by the Company to holders of
the Preferred Stock shall be made available to holders of Depositary Receipts.

The amount distributed in all of the foregoing cases will be reduced by any
amounts required to be withheld by the Company or the Depositary on account of
taxes and governmental charges.

REDEMPTION OF DEPOSITARY SHARES

If a series of the Preferred Stock represented by Depositary Shares is
subject to redemption, the Depositary Shares will be redeemed from the proceeds
received by the Depositary resulting from the redemption, in whole or in part,
of such series of the Preferred Stock held by the Depositary. The Depositary
will mail notice of redemption within a specified period prior to the date fixed
for redemption to the record holders of the Depositary Receipts evidencing the
Depositary Shares to be so redeemed at their respective addresses appearing in
the Depositary's books. The redemption price per Depositary Share will be equal
to the applicable fraction of the redemption price per share payable with
respect to such series of the Preferred Stock plus all money and other property,
if any, payable with respect to such Depositary Share, including all amounts
payable by the Company in respect of any accumulated but unpaid dividends.
Whenever the Company redeems shares of Preferred Stock held by the Depositary,
the Depositary will redeem as of the same redemption date the number of
Depositary Shares representing the shares of Preferred Stock so redeemed. If
less than all the Depositary Shares are to be redeemed, the Depositary Shares to
be redeemed will be selected by lot or pro rata as may be determined by the
Depositary.

After the date fixed for redemption, the Depositary Shares so called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of Depositary Receipts evidencing such Depositary Shares will cease,
except the right to receive the moneys payable upon such redemption and any
money or other property to which such holders were entitled upon such redemption
upon surrender to the Depositary of the Depositary Receipts evidencing such
Depositary Shares.

VOTING THE PREFERRED STOCK

Upon receipt of notice of any meeting at which the holders of the Preferred
Stock are entitled to vote, the Depositary will mail the information contained
in such notice of meeting to the record holders of the Depositary Receipts
evidencing the Depositary Shares relating to such Preferred Stock. Each record
holder of such Depositary Receipts on the record date (which will be the same
date as the record date for the Preferred Stock) will be entitled to instruct
the Depositary as to the exercise of the voting rights pertaining to the number
of shares of the Preferred Stock represented by the Depositary Shares evidenced
by such holder's Depositary Receipts. The Depositary will endeavor, insofar as
practicable, to vote the number of shares of the Preferred Stock represented by
all Depositary Shares as to which any particular voting instructions are
received, and the Company will agree to take all action which may be deemed
necessary by the Depositary in order to enable the Depositary to do so. The
Depositary will abstain from voting shares of the Preferred Stock to the extent
it does not receive specific instructions from the holders of Depositary
Receipts evidencing Depositary Shares representing such Preferred Stock.

AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT

The form of Depositary Receipt evidencing the Depositary Shares relating
to any series of Preferred Stock and any provision of the related
Deposit Agreement may at any time and from time to time be amended by
16<PAGE>
<PAGE>
agreement between the Company and the Depositary. However, any amendment which
imposes or increases any fees, taxes or charges upon holders of Depositary
Shares or Depositary Receipts relating to any series of Preferred Stock (other
than taxes and other governmental charges, fees and other expenses payable by
such holders as stated in the relevant Prospectus Supplement) or which otherwise
prejudices any substantial existing right of such holders will not take effect
as to outstanding Depositary Shares until the expiration of 90 days after notice
of such amendment has been mailed to the record holders of outstanding
Depositary Shares.

Whenever directed by the Company, the Depositary will terminate the Deposit
Agreement by mailing notice of such termination to the owners of all outstanding
Depositary Shares at least 60 days prior to the date of termination. The
Depositary may likewise terminate the Deposit Agreement at any time 60 days
after the Depositary shall have delivered to the Company a written notice of its
election to resign and if a successor depositary shall not theretofore have been
appointed and accepted its appointment. If any Depositary Shares remain
outstanding after the date of termination, the Depositary thereafter will
discontinue the transfer of Depositary Receipts, will suspend the distribution
of dividends to the owners thereof, and will not give any further notices (other
than notice of such termination) or perform any further acts under the Deposit
Agreement except that the Depositary will continue (i) to collect dividends on
the Preferred Shares and any other distributions with respect thereto and (ii)
to deliver Preferred Shares together with such dividends and distributions, and
the net proceeds of any sales of rights, preferences, privileges or other
property, without liability for interest, in exchange for Depositary Shares
surrendered. At any time after the expiration of two years from the date of
termination, the Depositary may sell the Preferred Shares then held by it, at
public or private sales, at such place or places and upon such terms as it deems
proper and may thereafter hold the net proceeds of any such sale, together with
any money and other property then held by it, without liability for interest,
for the pro rata benefit of the owners of Depositary Shares which shall not
theretofore have been surrendered. The Company does not intend to terminate the
Deposit Agreement or to permit the resignation of the Depositary without
appointing a successor depositary.

GENERAL

The Depositary will make available for inspection by holders of Depositary
Shares all reports and communications from the Company which are delivered to
the Depositary and made generally available to the holders of Preferred Shares.

The Company will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. The Company
will pay charges of the Depositary in connection with the initial deposit of the
Preferred Stock and the initial issuance of the Depositary Receipts evidencing
the Depositary Shares, any redemption of the Preferred Stock and any withdrawals
of Preferred Stock by the holders of Depositary Shares. Holders of Depositary
Shares will pay transfer and other taxes and governmental charges and such other
charges as are expressly provided in the Deposit Agreement to be for their
accounts.

The Deposit Agreement will contain provisions relating to adjustments in the
fraction of a share of Preferred Stock represented by a Depositary Share in the
event of a change in stated value, split-up, combination or other
reclassification of the Preferred Stock or upon any recapitalization, merger or
sale of substantially all of the assets of the Company.

Neither the Depositary nor the Company will be liable if it is prevented or
delayed by law or any circumstance beyond its control in performing its
obligations under the Deposit Agreement. The obligations of the Company and the
Depositary under the Deposit Agreement are limited to performance in good faith
of their duties thereunder and they are not obligated to prosecute or defend any
legal proceeding in respect of any Depositary Shares or Preferred Shares unless
satisfactory indemnity is furnished. They may rely upon advice of or information
from counsel, accountants or other persons believed to be competent and on
documents believed to be genuine.

The Depositary and the Depositary's agents may own and deal in any class of
securities of the Company and its affiliates and in Depositary Shares. The
Depositary may also act as transfer agent or registrar of any of the securities
of the Company and its affiliates, may loan money to the Company and its
affiliates and may engage in any other business with or for the Company and its
affiliates.

The Depositary may at any time resign or be removed by the Company, effective
upon the acceptance by its successor of its appointment.
17<PAGE>
<PAGE>
DESCRIPTION OF COMMON STOCK

The Company has authority to issue 250,000,000 shares of Common Stock, par
value $0.01 per share, and 1,000,000 shares of preferred stock, $0.10 par value
per share. As of May 10, 1994, the Company had 93,603,525 shares of Common Stock
and 344,915 shares of Preferred Stock outstanding, of which 167,557 shares of
Common Stock were owned by the Company as treasury stock. See "Description of
Preferred Stock." The holders of Common Stock are entitled to one vote per share
on all matters to be voted on by shareholders, including the election of
directors. Shareholders are not entitled to cumulative voting rights, and,
accordingly, the holders of a majority of the shares voting for the election of
directors can elect the entire Board if they choose to do so and, in that event,
the holders of the remaining shares will not be able to elect any person to the
Board of Directors.

The holders of Common Stock are entitled to receive such dividends, if any,
as may be declared from time to time by the Board of Directors, in its
discretion, from funds legally available therefor and subject to prior dividend
rights of holders of any shares of preferred stock which may be outstanding.
However, the terms of the Company's current credit agreement prohibit the
Company from paying cash dividends on its Common Stock. Upon liquidation or
dissolution of the Company subject to prior liquidation rights of the holders of
preferred stock, the holders of Common Stock are entitled to receive on a pro
rata basis the remaining assets of the Company available for distribution.
Holders of Common Stock have no preemptive or other subscription rights, and
there are no conversion rights or redemption or sinking fund provisions with
respect to such shares. All outstanding shares of Common Stock are, and all
shares being offered by this Prospectus will be, fully paid and not liable to
further calls or assessment by the Company.

RIGHTS AGREEMENT

The Company adopted a stockholder rights plan (the "Rights Plan") in February
1990. The plan is intended to enhance long term stockholder value and to protect
stockholders from unfair or coercive takeover practices. In accordance with this
plan, the Company paid a dividend of one preferred stock purchase right on each
outstanding share of Common Stock pursuant to a Rights Agreement (the "Rights"
and the "Rights Agreement"). Each Right entitles the registered holder to
purchase from the Company one one-thousandth of a share of Series A Junior
Participating Preferred Stock, $0.10 par value, for a price of $65.00, subject
to adjustment. Although the Rights are not intended to prevent a takeover of the
Company at a full and fair price, they may have certain anti-takeover effects.
They may deter an attempt to acquire the Company in a manner which seeks to
deprive the Company's stockholders of the full and fair value of their
investment and may deter attempts by significant stockholders to take advantage
of the Company and its stockholders through certain selfdealing transactions.
The Rights may cause substantial dilution to a person or group that acquires or
attempts to acquire the Company unless the Rights are redeemed by the Board of
Directors. Accordingly, the Rights should encourage any potential acquiror to
seek to negotiate with the Board of Directors of the Company. Unless the
approval is first obtained from the Board of Directors, the Rights may deter
transactions, including tender offers, which the majority of stockholders may
believe are beneficial to them. The Rights are redeemable by the Company and
expire on December 31, 2000. Under the Rights Agreement, one Right will be
issued with each share of Common Stock issued by the Company.

A stockholder of the Company offered a proposal regarding the Rights Plan
for consideration and approval by the stockholders of the Company at its Annual
Meeting of Stockholders held on April 27, 1994. The proposal, which was approved
by the stockholders, requests the Board of Directors of the Company to redeem
the Rights unless their issuance is approved by a binding vote of the
stockholders. The proposal does not, by its terms, require the Company to redeem
the Rights or cause them to be redeemed, but requests that the Board of
Directors redeem the Rights unless their issuance is approved by a binding vote
of the stockholders. The Board of Directors is currently considering what, if
any, action should be taken as a consequence of the approval of the proposal.

18<PAGE>
<PAGE>
DESCRIPTION OF WARRANTS

The following description sets forth certain general terms and provisions of
the Warrants to which any Prospectus Supplement may relate. The particular terms
of the Warrants offered by any Prospectus Supplement and the extent, if any, to
which such general provisions do not apply to the Warrants so offered will be
described in the Prospectus Supplement relating to such warrants.

Any Warrants offered pursuant to this Prospectus will be warrants to purchase
shares of Common Stock. The following statements with respect to the Warrants
are summaries of, and subject to, the detailed provisions of a warrant agent
agreement ("Warrant Agent Agreement") to be entered into by the Company and a
warrant agent to be selected at the time of issue (the "Warrant Agent") which
Warrant Agent Agreement may include or incorporate by reference standard warrant
provisions substantially in the form of the Standard Common Stock Warrant Agent
Provisions filed as an exhibit to the Registration Statement.

GENERAL

The Warrants, evidenced by warrant certificates (the "Warrant Certificates"),
may be issued under the Warrant Agent Agreement independently or together with
any other Securities offered by any Prospectus Supplement and may be attached to
or separate from such other Securities. If Warrants are offered, the related
Prospectus Supplement will describe the terms of the Warrants, including the
following: (1) the offering price, if any; (2) the number of shares of Common
Stock purchasable upon exercise of one Warrant and the initial price at which
such shares may be purchased upon exercise; (3) the date on which the right to
exercise the Warrants shall commence and the date on which such right shall
expire; (4) federal income tax consequences; (5) call provisions, if any; (6)
the antidilution provisions of the Warrants; and (7) any other terms of the
Warrants. The shares of Common Stock issuable upon exercise of the Warrants
will, when issued in accordance with the Warrant Agent Agreement, be fully paid
and nonassessable.

EXERCISE OF WARRANTS

Warrants may be exercised by surrendering to the Warrant Agent the Warrant
Certificate signed by the warrantholder, or its duly authorized agent,
indicating the warrantholder's election to exercise all or a portion of the
Warrants evidenced by the Warrant Certificate. Surrendered Warrant Certificates
shall be accompanied by payment of the aggregate exercise price of the Warrants
to be exercised, as set forth in the related Prospectus Supplement, which
payment may be made in the form of cash or a check equal to the exercise price.
A certificate or certificates evidencing duly exercised Warrants will be
delivered by the Warrant Agent to the transfer agent for the Common Stock. Upon
receipt thereof, the transfer agent shall deliver or cause to be delivered to,
or upon the written order of, the exercising warrantholder, a certificate
representing the number of shares of Common Stock purchased. If fewer than all
of the Warrants evidenced by any Warrant Certificate are exercised, the Warrant
Agent shall deliver to the exercising warrantholder a new Warrant Certificate or
Warrant Certificates representing the unexercised Warrants.

ANTIDILUTION PROVISIONS

The exercise price payable and the number of shares of Common Stock
purchasable upon the exercise of each Warrant will be subject to adjustment in
certain events, including the issuance of a stock dividend to holders of Common
Stock or a stock split, reverse stock split, combination, subdivision or
reclassification of Common Stock. In lieu of adjusting the number of shares of
Common Stock purchasable upon exercise of each Warrant, the Company may elect to
adjust the number of Warrants. No adjustments in the number of shares
purchasable upon exercise of the Warrants will be required until cumulative
adjustments require an adjustment of at least 1% thereof. The Company may, at
its option, reduce the exercise price at any time. No fractional shares will be
issued upon exercise of Warrants, but the Company will pay the cash value of any
fractional shares otherwise issuable. Notwithstanding the foregoing, in case of
any consolidation, merger, or sale or conveyance of the property of the Company
as an entirety or substantially as an entirety, the holder of each outstanding
Warrant shall have the right to the kind and amount of shares of stock and other
securities and property (including cash) receivable by a holder of the number of
shares of Common Stock into which such Warrants were exercisable immediately
prior thereto.
19<PAGE>
<PAGE>
NO RIGHTS AS STOCKHOLDERS

Holders of Warrants will not be entitled, by virtue of being such holders, to
vote, to consent, to receive dividends, to receive notice as stockholders with
respect to any meeting of stockholders for the election of directors of the
Company or any other matter, or to exercise any rights whatsoever as
stockholders of the Company.

PLAN OF DISTRIBUTION

The Company may sell the Securities to one or more underwriters for public
offering and sale by them or may sell the Securities to investors directly or
through agents. Any such underwriter or agent involved in the offer and sale of
Securities will be named in the applicable Prospectus Supplement. The Company
has reserved the right to sell Securities directly to investors on its own
behalf in those jurisdictions where and in such manner as it is authorized to do
so.

Underwriters may offer and sell Securities at a fixed price or prices, which
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Company or
underwriters also may offer and sell Securities in exchange for one or more of
its outstanding issues of the Securities or other securities. The Company also
may, from time to time, authorize dealers, acting as the Company's agents, to
offer and sell Securities upon the terms and conditions as are set forth in the
applicable Prospectus Supplement. In connection with the sale of Securities,
underwriters may receive compensation from the Company in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of the Securities for whom they may act as agent. Underwriters may
sell Securities to or through dealers, and such dealers may receive compensation
in the form of discounts, concessions or commissions from the underwriters
and/or commissions from the purchasers for whom they may act as agent.

Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of Securities, and any discounts, concessions or
commissions allowed by underwriters to participating dealers, will be set forth
in the applicable Prospectus Supplement. Dealers and agents participating in the
distribution of Securities may be deemed to be underwriters, and any discounts
and commissions received by them and any profit realized by them on resale of
the Securities may be deemed to be underwriting discounts and commissions.
Underwriters, dealers and agents may be entitled, under agreements entered into
with the Company, to indemnification against and contribution toward certain
civil liabilities including liabilities under the Securities Act of 1933.

Securities may also be offered and sold, if so indicated in the Prospectus
Supplement, in connection with a remarketing upon their purchase, in accordance
with a redemption or repayment pursuant to their terms, or otherwise, by one or
more firms ("remarketing firms"), acting as principals for their own accounts or
as agents for the Company. Any remarketing firm will be identified and the terms
of its agreement, if any, with the Company and its compensation will be
described in the Prospectus Supplement. Remarketing firms may be entitled under
agreements which may be entered into with the Company to indemnification against
and contribution toward certain liabilities, including liabilities under the
Securities Act of 1933, and may be customers of, engage in transactions with or
perform services for the Company in the ordinary course of business.

If so indicated in the Prospectus Supplement, the Company will authorize
dealers acting as the Company's agents to solicit offers by certain institutions
to purchase the Securities from the Company at the public offering price set
forth in the applicable Prospectus Supplement pursuant to delayed delivery
contracts ("Contracts") providing for payment and delivery on the date or dates
stated in such Prospectus Supplement. Each Contract will be for an amount not
less than, and the aggregate principal amount of the Securities sold pursuant to
Contracts shall not be less nor more than, the respective amounts stated in the
applicable Prospectus Supplement. Institutions with whom Contracts, when
authorized, may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions, and other institutions but will in all cases be subject to the
approval of the Company. Contracts will not be subject to any conditions except
(i) the purchase by an institution of the Securities covered by its Contract
shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject, and (ii)
if the Securities are being sold to underwriters, the Company shall have sold to
such underwriters the total principal amount of such Securities less the
principal amount thereof covered by Contracts.
20<PAGE>
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LEGAL MATTERS

Certain legal matters with respect to the Offered Securities will be
passed upon by Bronson, Bronson & McKinnon, San Francisco, California,
counsel for the Company, and for any agents or underwriters by Latham &
Watkins, San Francisco, California.

EXPERTS

The consolidated financial statements and related schedules of Advanced
Micro Devices, Inc. incorporated by reference in the Company's Annual
Report (Form 10-K) for the year ended December 26, 1993, have been
audited by Ernst & Young, independent auditors, as set forth in their report
thereon (which contains an explanatory paragraph with respect to the
lawsuits mentioned in Note 12 to the consolidated financial statements)
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in accounting
and auditing.

21
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==============================================================================

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY AGENT, DEALER OR UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY, TO ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD
BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

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TABLE OF CONTENTS
PAGE
-----
PROSPECTUS
Available Information ................. 2
Incorporation of Certain Documents
by Reference ........................ 2
The Company ........................... 3
Investment Considerations ............ 3
Use of Proceeds ....................... 4
Ratios of Earnings to Fixed Charges
and Earnings to Combined Fixed
Charges and Preferred Stock
Dividends .......................... 4
General Description of Securities .... 4
Description of Debt Securities ........ 5
Description of Preferred Stock ....... 11
Description of Depositary Shares .... 15
Description of Common Stock ......... 18
Description of Warrants ............... 19
Plan of Distribution .................. 20
Legal Matters ......................... 21
Experts ............................... 21

[LOGO]

$ 400,000,000

ADVANCED MICRO DEVICES, INC.

DEBT SECURITIES
PREFERRED STOCK
DEPOSITARY SHARES
COMMON STOCK
WARRANTS TO PURCHASE COMMON STOCK

---------------------
PROSPECTUS
---------------------

, 1994
<PAGE>
<PAGE>

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Securities and Exchange Commission Registration Fee .... $137,931.03
*Rating Agency Fees...................................... 150,000.00
*Printing Expenses ...................................... 28,000.00
*Blue Sky Fees and Expenses (including legal fees) ...... 5,000.00
*Trustee Fees and Expenses ............................. 35,000.00
*Fees of Depositary and Transfer Agent .................. 4,000.00
*Legal Fees ............................................. 175,000.00
*Accountants' Fees ...................................... 80,000.00
*Miscellaneous........................................... 15,000.00
----------
Total ................................................. $629,931.03
- ----------
* Estimated

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Delaware Corporation Law provides for the indemnification of
directors and officers under certain conditions. The By-Laws of the
Company permit indemnification to the maximum extent permitted by
Delaware law. In addition, the Company is bound by agreements with
certain of its directors and officers which obligate the Company to indemnify
such persons in various circumstances. Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended (the "Act"),
may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 Act
and will be governed by the final adjudication of such issue.

The Company has in effect a directors and officers liability insurance
policy indemnifying the directors and officers of the Company and the
directors and officers of the Company's subsidiaries within a specific limit for
certain liabilities incurred by them, including liabilities under the Act. The
Company pays the entire premium of this policy.

The Company's Certificate of Incorporation contains a provision which
eliminates the personal liability of directors of the Company for monetary
damages for certain breaches of fiduciary duty, as permitted by Section
102(b)(7) of the General Corporation Law of Delaware.

II-1
<PAGE>
<PAGE>

ITEM 16. EXHIBITS

EXHIBIT
NUMBER
- --------
4.1 Certificate of Incorporation, as amended, filed as Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the fiscal period ended
December 27, 1987, is hereby incorporated herein by reference.

4.2 Certificate of Designations for Series A Junior Participating
Preferred Stock, filed as Exhibit 3.3 to the Company's Annual Report
on Form 10-K for the fiscal period ended December 31, 1989, is hereby
incorporated herein by reference.

4.3 By-Laws, as amended, filed as Exhibit 3.4 to the Company's Annual
Report on Form 10-K for the fiscal period ended December 27, 1987, are
hereby incorporated herein by reference.

4.4 Rights Agreement, dated as of February 7, 1990, between the Company
and Bank of America N.T. & S.A., filed as Exhibit 1 to the Company's
Registration Statement on Form 8-A filed on February 21, 1990, is
hereby incorporated herein by reference.

4.5 Rights Certificate relating to the Company's shareholder rights plan
(attached as Exhibit B to Exhibit 4.4 hereto).

4.6* Form of Indenture Agreement.

4.7 Form of Deposit Agreement.

4.8 Form of Depositary Receipt (attached as Exhibit A to Deposit Agreement
included as Exhibit 4.7 hereto).

4.9 Standard Common Stock Warrant Agent Provisions.

5 Opinion of Bronson, Bronson & McKinnon.

12* Statement of Computation of Ratios of Earnings to Fixed Charges and
Earnings to Fixed Charges and Preferred Stock Dividends.

23.1 Consent of Bronson, Bronson & McKinnon (included in its opinion filed
as Exhibit 5 hereto).

23.2* Consent of Ernst & Young.

24 Powers of Attorney (See page II-4).

25 Statement of Eligibility and Qualification of Trustee under Trust
Indenture Act of 1939.

- ------------------
* Filed with Amendment No. 1.

<PAGE>
ITEM 17. 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;

(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 the information required to be included in a
post-effective amendment by paragraphs (a)(1)(i) and (a)(1)(ii) above may be
contained in periodic reports filed 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.

II-2
<PAGE>
<PAGE>

(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.

(4) That, for the purpose of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (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;

(5) That, for the purpose of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this Registration Statement in reliance upon
Rule 430A and contained in the form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of
1933 shall be deemed to be part of this Registration Statement as of the
time it was declared effective;

(6) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus 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; and

(7) To file an application for the purpose of determining the eligibility
of the trustee to act under Subsection (a) of Section 310 of the Trust
Indenture Act (the "Act") in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Act.

(b) 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 provisions referred to above at Item 15, 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.

II-3
<PAGE>
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
amendment to registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Sunnyvale and the State
of California, on this 13th day of May, 1994.

ADVANCED MICRO DEVICES, INC.

By /s/ Marvin D. Burkett
------------------------------------
MARVIN D. BURKETT
Senior Vice President
Chief Administrative Officer and Secretary
Chief Financial Officer and Treasurer

POWER OF ATTORNEY

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED:

SIGNATURE TITLE DATE
--------- ----- ----

/s/ W.J. SANDERS III* Chairman of the Board and Chief May 13, 1994
- ------------------------ Executive Officer (Principal
(W.J. SANDERS III) Executive Officer)

/s/ ANTHONY B. HOLBROOK* Vice Chairman and Chief Technical May 13, 1994
- ------------------------- Officer
(ANTHONY B. HOLBROOK)

/s/ RICHARD PREVITE* Director, President and Chief May 13, 1994
- ------------------------ Operating Officer
(RICHARD PREVITE)

/s/ CHARLES M. BLALACK* Director May 13, 1994
- -------------------------
(CHARLES M. BLALACK)

/s/ R. GENE BROWN* Director May 13, 1994
- -------------------------
(R. GENE BROWN)

/s/ JOE L. ROBY* Director May 13, 1994
- -------------------------
(JOE L. ROBY)

/s/ MARVIN D. BURKETT Senior Vice President, Chief May 13, 1994
- ------------------------- Administrative Officer and
(MARVIN D. BURKETT) Secretary, Chief Financial
Officer and Treasurer
(Principal Financial Officer)

/s/ LARRY R. CARTER Vice President and Corporate May 13, 1994
- ------------------------- Controller (Principal Accounting
(LARRY R. CARTER) Officer)

*By /s/ MARVIN D. BURKETT
----------------------
(MARVIN D. BURKETT,
ATTORNEY-IN-FACT)

II-4
<PAGE>
<PAGE>
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Number Exhibit Page
------ ---------- ----------
<S> <C> <C>
4.1 Certificate of Incorporation, as amended, filed as Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the fiscal period ended
December 27, 1987, is hereby incorporated herein by reference.

4.2 Certificate of Designations for Series A Junior Participating Preferred
Stock, filed as Exhibit 3.3 to the Company's Annual Report on Form 10-K
for the fiscal period ended December 31, 1989, is hereby incorporated
herein by reference.

4.3 By-Laws, as amended, filed as Exhibit 3.4 to the Company's Annual
Report on Form 10-K for the fiscal period ended December 27, 1987, are
hereby incorporated herein by reference.

4.4 Rights Agreement, dated as of February 7, 1990, between the Company and
Bank of America N.T. & S.A., filed as Exhibit 1 to the Company's
Registration Statement on Form 8-A filed on February 21, 1990, is
hereby incorporated herein by reference.

4.5 Rights Certificate relating to the Company's shareholder rights plan
(attached as Exhibit B to Exhibit 4.4 hereto).

4.6* Form of Indenture Agreement.

4.7 Form of Deposit Agreement.

4.8 Form of Depositary Receipt (attached as Exhibit A to Deposit Agreement
included as Exhibit 4.7 hereto).

4.9 Standard Common Stock Warrant Agent Provisions.

5 Opinion of Bronson, Bronson & McKinnon.

12* Statement of Computation of Ratios of Earnings to Fixed Charges and
Earnings to Fixed Charges and Preferred Stock Dividends.

23.1 Consent of Bronson, Bronson & McKinnon (included in its opinion filed
as Exhibit 5 hereto).

23.2* Consent of Ernst & Young.

24 Powers of Attorney (See page II-4).

25 Statement of Eligibility and Qualification of Trustee under Trust
Indenture Act of 1939.
<FN>

- ---------------
* Filed with Amendment No. 1.
</TABLE>

ADVANCED MICRO DEVICES, INC.,
as Issuer

and

UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee

-----------------------------

INDENTURE

dated as of ___________, 1994

-----------------------------

<PAGE>

CROSS-REFERENCE TABLE*

TRUST INDENTURE
ACT SECTION INDENTURE SECTION
- --------------- ------------------
310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(5) . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(b) . . . . . . . . . . . . . . . . . . . . . . 7.08; 7.10
(c) . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(b) . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(c) . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . 2.05
(b) . . . . . . . . . . . . . . . . . . . . . . . . . 10.03
(c) . . . . . . . . . . . . . . . . . . . . . . . . . 10.03
313(a) . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
(b) . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
(c) . . . . . . . . . . . . . . . . . . . . . . 7.06; 10.02
(d) . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
314(a) . . . . . . . . . . . . . . . . . . . . . . 4.03; 10.02
(b) . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . 10.04
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . 10.04
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . N.A.
(d) . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(e) . . . . . . . . . . . . . . . . . . . . . . . . . 10.05
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
315(a) . . . . . . . . . . . . . . . . . . . . . . 7.01(b)(ii)
(b) . . . . . . . . . . . . . . . . . . . . . . 7.05; 10.02
(c) . . . . . . . . . . . . . . . . . . . . . . . . 7.01(a)
(d) . . . . . . . . . . . . . . . . . . . . . . . . 7.01(d)
(e) . . . . . . . . . . . . . . . . . . . . . . . . . 6.11
316(a)(last sentence) . . . . . . . . . . . . . . . . . 2.09
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . 6.05
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . 6.04
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b) . . . . . . . . . . . . . . . . . . . . . . . . . 6.07
(c) . . . . . . . . . . . . . . . . . . . . . . 2.13; 9.03
317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . 6.08
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . 6.09
(b) . . . . . . . . . . . . . . . . . . . . . . . . . 2.04
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . 10.01
(b) . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(c) . . . . . . . . . . . . . . . . . . . . . . . . . 10.01
N.A. means not applicable.
____________________________
*THIS CROSS-REFERENCE TABLE IS NOT PART OF THE INDENTURE.

<PAGE>
TABLE OF CONTENTS
Page
-----
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE . . . 1
Section 1.01. Certain Definitions. . . . . . . . 1
Section 1.02. Other Definitions. . . . . . . . . 4
Section 1.03. Incorporation by Reference of
Trust Indenture Act. . . . . . . . 4
Section 1.04. Rules of Construction. . . . . . . 4

ARTICLE 2 THE SECURITIES . . . . . . . . . . . . . . . . . 5
Section 2.01. Unlimited In Amount, Issuable In
Series, Form and
Dating. . . . . . . . . . . . . . 5
Section 2.02. Execution and Authentication . . . 7
Section 2.03. Registrar and Paying Agent . . . . 7
Section 2.04. Paying Agent to Hold Money in
Trust . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.05. Securityholder Lists . . . . . . . 8
Section 2.06. Transfer and Exchange . . . . . . 9
Section 2.07. Replacement Securities . . . . . . 9
Section 2.08. Outstanding Securities . . . . . 10
Section 2.09. Treasury Securities . . . . . . . 10
Section 2.10. Temporary Securities. . . . . . . 10
Section 2.11. Cancellation . . . . . . . . . . . 11
Section 2.12. Defaulted Interest . . . . . . . . 11
Section 2.13. Special Record Dates. . . . . . . 11

ARTICLE 3 REDEMPTION . . . . . . . . . . . . . . . . . . . 12
Section 3.01. Notices to Trustee . . . . . . . . 12
Section 3.02. Selection of Securities to Be
Redeemed . . . . . . . . . . . . . . . . . . . . 12
Section 3.03. Notice of Redemption . . . . . . . 13
Section 3.04. Effect of Notice of Redemption . . 14
Section 3.05. Deposit of Redemption Price . . . 14
Section 3.06. Securities Redeemed in Part . . . 14

ARTICLE 4 COVENANTS . . . . . . . . . . . . . . . . . . . . 14
Section 4.01. Payment of Securities . . . . . . 14
Section 4.02. Maintenance of Office or Agency. . 15
Section 4.03. Commission Reports . . . . . . . . 15
Section 4.04. Compliance Certificate . . . . . . 16
Section 4.05. Taxes . . . . . . . . . . . . . . 16
Section 4.06. Stay, Extension and Usury Laws . . 16
Section 4.07. Corporate Existence . . . . . . . 16
Section 4.08. Payments for Consent . . . . . . . 17

i<PAGE>

ARTICLE 5 SUCCESSORS . . . . . . . . . . . . . . . . . . . 17
Section 5.01. When Company May Merge, etc. . . . 17
Section 5.02. Successor Corporation Substituted . 18

ARTICLE 6 DEFAULTS AND REMEDIES . . . . . . . . . . . . . . 18
Section 6.01. Events of Default . . . . . . . . 18
Section 6.02. Acceleration . . . . . . . . . . . 19
Section 6.03. Other Remedies. . . . . . . . . . 20
Section 6.04. Waiver of Past Defaults. . . . . . 20
Section 6.05. Control by Majority. . . . . . . . 20
Section 6.06. Limitation on Suits. . . . . . . . 21
Section 6.07. Rights of Holders to Receive
Payment . . . . . . . . . . . . . . . . . . . . . 21
Section 6.08. Collection Suit by Trustee. . . . 21
Section 6.09. Trustee May File Proofs of
Claim. . . . . . . . . . . . . . . . . . . . . . 22
Section 6.10. Priorities. . . . . . . . . . . . 22
Section 6.11. Undertaking for Costs. . . . . . . 23

ARTICLE 7 TRUSTEE . . . . . . . . . . . . . . . . . . . . . 24
Section 7.01. Duties of Trustee. . . . . . . . . 24
Section 7.02. Rights of Trustee. . . . . . . . . 25
Section 7.03. Individual Rights of Trustee. . . 25
Section 7.04. Trustee's Disclaimer. . . . . . . 26
Section 7.05. Notice of Defaults. . . . . . . . 26
Section 7.06. Reports by Trustee to Holders . . 26
Section 7.07. Compensation and Indemnity . . . . 26
Section 7.08. Replacement of Trustee. . . . . . 27
Section 7.09. Successor Trustee by Merger, etc . 29
Section 7.10. Eligibility; Disqualification. . . 29
Section 7.11. Preferential Collection of Claims
Against Company. . . . . . . . . . . . . . . . . 29

ARTICLE 8 DISCHARGE OF INDENTURE . . . . . . . . . . . . . 29
Section 8.01. Termination of Company's
Obligations . . . . . . . . . . . . . . . . . . . 29
Section 8.02. Application of Trust Money . . . . 31
Section 8.03. Repayment to Company . . . . . . . 31

ARTICLE 9 SUPPLEMENTS, AMENDMENTS AND WAIVERS . . . . . . . 32
Section 9.01. Without Consent of Holders . . . . 32
Section 9.02. With Consent of Holders . . . . . 32
Section 9.03. Revocation and Effect of
Consents . . . . . . . . . . . . . . . . . . . . 33
Section 9.04. Notation on or Exchange of
Securities. . . . . . . . . . . . 34
Section 9.05. Trustee To Sign Amendments, etc. . 34

ii<PAGE>

ARTICLE 10 MISCELLANEOUS . . . . . . . . . . . . . . . 34
Section 10.01. Indenture Subject to Trust
Indenture Act. . . . . . . . . . . 34
Section 10.02. Notices . . . . . . . . . . . . . 34
Section 10.03. Communication By Holders With
Other Holders. . . . . . . . . . . 35
Section 10.04. Certificate and Opinion as to
Conditions Precedent. . . . . . . 35
Section 10.05. Statements Required in
Certificate or Opinion . . . . . . 36
Section 10.06. Rules by Trustee and Agents . . . 36
Section 10.07. Legal Holidays . . . . . . . . . . 36
Section 10.08. No Recourse Against Others. . . . 37
Section 10.09. Counterparts. . . . . . . . . . . 37
Section 10.10. Governing Law. . . . . . . . . . . 37
Section 10.11. Severability. . . . . . . . . . . 37
Section 10.12. Effect of Headings, Table of
Contents, etc. . . . . . . . . . . . . . . . . . 37
Section 10.13. Successors and Assigns. . . . . . 37
Section 10.14. No Interpretation of Other
Agreements . . . . . . . . . . . . . . . . . . . 37

iii<PAGE>

INDENTURE dated as of _____________, 1994 between Advanced Micro
Devices, Inc., a Delaware corporation (the "Company"), and United States Trust
Company of New York, a New York corporation, as Trustee (the "Trustee").

The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness to be issued in one or more
series (the "Securities"), as herein provided, up to such principal amount as
may from time to time be authorized in or pursuant to one or more resolutions of
the Board of Directors or by supplemental indenture.

Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders of each series of the Securities:

ARTICLE 1

DEFINITIONS AND INCORPORATION
BY REFERENCE

Section 1.01. Certain Definitions.
- -----------------------------------

"Affiliate" means any Person directly or indirectly controlling or
---------
controlled by or under direct or indirect common control with the Company. For
purposes of this definition, "control" (including, with correlative meanings,
the terms "controlling," "controlled by" and "under common control with"), as
used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting stock, by
agreement or otherwise; provided, however, that beneficial ownership of 20% or
-----------------
more of the voting stock of a Person shall be deemed to be control.

"Agent" means any Registrar, Paying Agent, authenticating agent or
-----
co-Registrar.

"Board of Directors" means the Board of Directors of the Company or any
------------------
authorized committee thereof.

"Board Resolution" means a copy of a resolution certified by the Secretary
----------------
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification (and delivered to the Trustee, if appropriate).

"Commission" means the Securities and Exchange Commission.
----------

"Company" means the party named as such above until a successor replaces it
-------
pursuant to this Indenture and thereafter means the successor.

1<PAGE>
"Default" means any event that is, or with the passage of time or the
-------
giving of notice or both would be, an Event of Default.

"Exchange Act" means the Securities Exchange Act of 1934, as amended from
------------
time to time.

"GAAP" means generally accepted accounting principles set forth in the
----
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect from time to time.

"Global Security" shall mean a Security issued to evidence all or a part of
---------------
any series of Securities that is executed by the Company and authenticated and
delivered by the Trustee to a depositary or pursuant to such depositary's
instructions, all in accordance with this Indenture and pursuant to an Officer's
Certificate, which shall be registered as to principal and interest in the name
of such depositary or its nominee.

"Holder" or "Securityholder" means a Person in whose name a Security is
------ --------------
registered in the register of Securities kept by the Registrar.

"Indenture" means this Indenture, as amended or supplemented from time to
---------
time.

"Interest," when used with respect to an Original Issue Discount Security
--------
which by its terms bears interest only after maturity, means interest payable
after maturity.

"Officer" means the Chairman of the Board, the Chief Executive Officer,
-------
the President, the Chief Operating Officer, the Chief Financial Officer, any
Vice-President, the Treasurer, the Controller, the Secretary, any Assistant
Treasurer or any Assistant Secretary of the Company.

"Officers' Certificate" means a certificate signed by two Officers, one of
---------------------
whom must be the Chief Executive Officer, the President, the Chief Financial
Officer, the Treasurer or principal accounting officer of the Company.

"Opinion of Counsel" means a written opinion from legal counsel who is
------------------
reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.

"Original Issue Discount Security" means any Security which provides that
--------------------------------
an amount less than its principal amount is due and payable upon acceleration
after an Event of Default.

2<PAGE>
"Person" means any individual, corporation, partnership, joint venture,
------
association, limited liability company, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

"principal" of a Security means the principal amount due on the stated
---------
maturity of the Security plus the premium, if any, on the Security.

"Securities" means the Securities authenticated and delivered under this
----------
Indenture.

"Securities Act" means the Securities Act of 1933, as amended from time to
--------------
time.

"Subsidiary" means any corporation or partnership of which the Company, or
----------
the Company and one or more Subsidiaries, or any one or more Subsidiaries,
directly or indirectly own (i) in the case of a corporation, voting securities
entitling the holders thereof to elect a majority of the directors, either at
all times or so long as there is no default or contingency which permits the
holders of any other class of securities to vote for the election of one or more
directors, or (ii) in the case of a partnership, at least a majority of the
general partnership interests and at least a majority of total outstanding
partnership interests.

"TIA" means the Trust Indenture Act of 1939, as amended from time to time,
---
and as in effect on the date of execution of this Indenture.

"Trustee" means the party named as such above until a successor becomes
-------
such pursuant to this Indenture and thereafter means or includes each party who
is then a trustee hereunder, and if at any time there is more than one such
party, "Trustee" as used with respect to the Securities of any series means the
Trustee with respect to Securities of that series. If Trustees with respect to
different series of Securities are trustees under this Indenture, nothing herein
shall constitute the Trustees co-trustees of the same trust, and each Trustee
shall be the trustee of a trust separate and apart from any trust administered
by any other Trustee with respect to a different series of Securities.

"Trust Officer" means the Chairman of the Board, the President or any other
-------------
officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

3<PAGE>
Section 1.02. Other Definitions.
- ---------------------------------

Term Defined in Section
---- -------------------
"Bankruptcy Law" . . . . . . . . . . . . . . 6.01
"Custodian" . . . . . . . . . . . . . . . . . 6.01
"Event of Default" . . . . . . . . . . . . . 6.01
"Legal Holiday" . . . . . . . . . . . . . . . 10.07
"Paying Agent" . . . . . . . . . . . . . . . 2.03
"redemption price" . . . . . . . . . . . . . 3.03
"Registrar" . . . . . . . . . . . . . . . . . 2.03
"U.S. Government Obligations" . . . . . . . . 8.01

Section 1.03. Incorporation by Reference of Trust Indenture Act.
- -----------------------------------------------------------------

Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

"indenture securities" means the Securities.
--------------------

"indenture securityholder" means a Securityholder.
------------------------

"indenture to be qualified" means this Indenture.
-------------------------

"indenture trustee" or "institutional trustee" means the Trustee.
----------------- ---------------------

"obligor" on the Securities means the Company.
-------

All other terms used in this Indenture that are defined by the TIA, defined by
TIA reference to another statute or defined by Commission rule under the TIA
have the meanings so assigned to them.

Section 1.04. Rules of Construction.
- -------------------------------------
Unless the context otherwise requires:

(i) a term has the meaning assigned to it;

(ii) an accounting term not otherwise defined has the meaning assigned to
it in accordance with GAAP;

(iii) "or" is not exclusive;
4<PAGE>

(iv) words in the singular include the plural, and in the plural include
the singular; and

(v) provisions apply to successive events and transactions.

ARTICLE 2

THE SECURITIES

Section 2.01. Unlimited In Amount, Issuable In Series, Form and Dating.
- ------------------------------------------------------------------------

The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in one
or more series. There shall be established in or pursuant to a Board Resolution
or established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series:

(a) the title of the Securities of the series (which shall
distinguish the Securities of the series from all other Securities);

(b) any limit upon the aggregate principal amount of Securities of
the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to this Article 2);

(d) the rate or rates at which the Securities of the series shall
bear interest, if any, or the manner in which such rate or rates shall be
determined, the date or dates from which such interest shall accrue, the
interest payment dates on which such interest shall be payable and the
record dates for the determination of Holders to whom interest is payable;

(e) the place or places where the principal of and any interest on
Securities of the series shall be payable, if other than as provided
herein;

(f) the price or prices at which (if any), the period or periods
within which (if any) and the terms and conditions upon which (if other
than as provided herein) Securities of the series may be redeemed, in whole
or in part, at the option, or as an obligation, of the Company;

5<PAGE>

(g) the obligation, if any, of the Company to redeem, purchase or
repay Securities of the series, in whole or in part, pursuant to any
sinking fund or analogous provisions or at the option of a Holder thereof
and the price or prices at which and the period and periods within which
and the terms and conditions upon which Securities of the series shall be
redeemed, purchased or repaid pursuant to such obligation;

(h) if other than denominations of $1,000 and any multiple thereof,
the denominations in which Securities of the series shall be issuable;

(i) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section
6.02 hereof;

(j) any addition to or change in the covenants set forth in Article 4
which applies to Securities of the series;

(k) any Events of Default with respect to the Securities of a
particular series, if not set forth herein;

(l) the Trustee for the series of Securities;

(m) whether the Securities of the series shall be issued in whole or
in part in the form of a Global Security or Securities; the terms and
conditions, if any, upon which such Global Security or Securities may be
exchanged in whole or in part for other individual Securities, and the
depositary for such Global Security and Securities;

(n) the terms and conditions, if any, upon which any Securities of
such series may or shall be converted into other Securities or property;
and

(o) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture, but which may modify or
delete any provision of this Indenture with respect to such series;
provided, however, that no such term may modify or delete any provision
------------------
hereof if imposed by the TIA; and provided, further, that any modification
----------------------
or deletion of the rights, duties or immunities of the Trustee hereunder
shall have been consented to in writing by the Trustee).

All Securities of any series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to such
Board Resolution or in any such indenture supplemental hereto.

6<PAGE>

The principal of and any interest on the Securities shall be payable at the
office or agency of the Company designated in the form of Security for the
series (each such place herein called the "Place of Payment"); provided,
---------
however, that payment of interest may be made at the option of the Company by
- --------
check mailed to the address of the Person entitled thereto as such address shall
appear in the register of Securities referred to in Section 2.03 hereof.

Each Security shall be in one of the forms approved from time to time by or
pursuant to a Board Resolution, or established in one or more indentures
supplemental hereto. Prior to the delivery of a Security to the Trustee for
authentication in any form approved by or pursuant to a Board Resolution, the
Company shall deliver to the Trustee the Board Resolution by or pursuant to
which such form of Security has been approved, which Board Resolution shall have
attached thereto a true and correct copy of the form of Security which has been
approved by or pursuant thereto, or, if a Board Resolution authorizes a specific
officer or officers to approve a form of Security, a certificate of such officer
or officers approving the form of Security attached thereto.

The Securities may have notations, legends or endorsements required by law,
stock exchange rule or usage. Each Security shall be dated the date of its
authentication.

Section 2.02. Execution and Authentication.
- --------------------------------------------

Two Officers shall sign the Securities for the Company by manual or
facsimile signature. The Company's seal shall be reproduced on the Securities.

If an Officer whose signature is on a Security no longer holds that office
at the time the Security is authenticated, the Security shall nevertheless be
valid.

A Security shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Security
has been authenticated under this Indenture.

The Trustee shall authenticate Securities for original issue upon a written
order of the Company signed by two Officers.

The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate of the Company.

Section 2.03. Registrar and Paying Agent.
- ------------------------------------------

The Company shall maintain an office or agency where Securities of a
particular series may be presented for registration of transfer or for exchange
(the "Registrar") and an office or agency where Securities of that series may be
presented for payment (a "Paying Agent"). The Registrar for a particular series

7<PAGE>

of Securities shall keep a register of the Securities of that series and of
their transfer and exchange. The Company may appoint one or more co-Registrars
and one or more additional paying agents for each series of Securities. The term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent, Registrar or co-Registrar without prior notice to any
Securityholder. The Company shall notify the Trustee in writing of the name and
address of any Agent not a party to this Indenture.

If the Company fails to maintain a Registrar or Paying Agent for any series
of Securities, the Trustee shall act as such. The Company or any of its
Subsidiaries may act as Paying Agent, Registrar or co-Registrar.

Section 2.04. Paying Agent to Hold Money in Trust.
- ---------------------------------------------------

Whenever the Company has one or more Paying Agents it will, prior to
each due date of the principal of or interest on, any Securities, deposit with a
Paying Agent a sum sufficient to pay the principal or interest so becoming due,
such sum to be held in trust for the benefit of the Persons entitled to such
principal or interest, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

The Company shall require each Paying Agent other than the Trustee to agree
in writing that such Paying Agent will hold in trust for the benefit of the
Securityholders of the particular series for which it is acting, or the Trustee,
all money held by the Paying Agent for the payment of principal or interest on
the Securities of such series, and that such Paying Agent will notify the
Trustee of any Default by the Company or any other obligor of the series of
Securities in making any such payment and at any time during the continuance of
any such Default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent. If the Company or an
Affiliate acts as Paying Agent, it shall segregate and hold in a separate trust
fund for the benefit of the Securityholders of the particular series for which
it is acting all money held by it as Paying Agent. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon so
doing, the Paying Agent (if other than the Company or an Affiliate of the
Company) shall have no further liability for such money. Upon any bankruptcy or
reorganization proceedings relating to the Company, the Trustee shall serve as
Paying Agent for the Securities.

Section 2.05. Securityholder Lists.
- ------------------------------------

The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders, separately by series, and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least seven Business Days before each interest payment date
and at such other times as the Trustee may request in writing, a list in such

8<PAGE>

form and as of such date as the Trustee may reasonably require of the names and
addresses of Securityholders, separately by series, relating to such interest
payment date or request, as the case may be.

Section 2.06. Transfer and Exchange.
- -------------------------------------

Where Securities are presented to the Registrar or a co-Registrar with a
request to register a transfer or to exchange them for an equal principal amount
of Securities of like series of other authorized denominations, the Registrar
shall register the transfer or make the exchange if its requirements for such
transactions are met. To permit registrations of transfers and exchanges, the
Company shall issue and the Trustee shall authenticate Securities at the
Registrar's request.

No service charge shall be made for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in connection therewith
(other than any such transfer tax or similar governmental charge payable upon
exchanges pursuant to Sections 2.10, 3.06 or 9.04).

The Company need not issue, and the Registrar or co-Registrar need not
register the transfer or exchange of, (i) any Security of a particular series
during a period beginning at the opening of business 15 days before the day of
any selection of Securities of that series for redemption under Section 3.02 and
ending at the close of business on the day of selection, or (ii) any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security of that series being redeemed in part.

Section 2.07. Replacement Securities.
- --------------------------------------

If a mutilated Security is surrendered to the Trustee or if the Holder of a
Security claims that the Security has been lost, destroyed or wrongfully taken,
the Company shall issue and the Trustee shall authenticate a replacement
Security of like series if the Company's and the Trustee's requirements are met.
The Trustee or the Company may require an indemnity bond to be furnished which
is sufficient in the judgment of both to protect the Company, the Trustee, and
any Agent from any loss which any of them may suffer if a Security is replaced.
The Company may charge such Holder for its expenses in replacing a Security.

Every replacement Security is an additional obligation of the Company and
shall be entitled to all the benefit of the Indenture equally and
proportionately with any and all other Securities of the same series.

9<PAGE>

Section 2.08. Outstanding Securities.
- --------------------------------------

The Securities of any series outstanding at any time are all the Securities
of that series authenticated by the Trustee except for those cancelled by it,
those delivered to it for cancellation, and those described in this Section as
not outstanding.

If a Security is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

If Securities are considered paid under Section 4.01, they cease to be
outstanding and interest on them ceases to accrue.

Except as set forth in Section 2.09 hereof, a Security does not cease to be
outstanding because the Company or an Affiliate holds the Security.

For each series of Original Issue Discount Securities, the principal amount
of such Securities that shall be deemed to be outstanding and used to determine
whether the necessary Holders have given any request, demand, authorization,
direction, notice, consent or waiver shall be the principal amount of such
Securities that could be declared to be due and payable upon acceleration upon
an Event of Default as of the date of such determination. When requested by the
Trustee, the Company will advise the Trustee of such amount, showing its
computations in reasonable detail.

Section 2.09. Treasury Securities.
- -----------------------------------

In determining whether the Holders of the required principal amount of
Securities of any series have concurred in any direction, waiver or consent,
Securities owned by the Company or an Affiliate shall be considered as though
they are not outstanding, except that for the purposes of determining whether
the Trustee shall be protected in relying on any such direction, waiver or
consent, only Securities which the Trustee knows are so owned shall be so
considered.

Section 2.10. Temporary Securities.
- ------------------------------------

Until definitive Securities are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Securities upon a written order of
the Company signed by two Officers of the Company. Temporary Securities shall
be substantially in the form of definitive Securities but may have variations
that the Company considers appropriate for temporary Securities. Without
unreasonable delay, the Company shall prepare and the Trustee shall authenticate
definitive Securities in exchange for temporary Securities.

Holders of temporary securities shall be entitled to all of the benefits of
this Indenture.

10<PAGE>

Section 2.11. Cancellation.
- ----------------------------

The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Securities surrendered to them for registration of transfer, exchange or
payment. The Trustee shall cancel all Securities surrendered for registration
of transfer, exchange, payment, replacement or cancellation and shall destroy
such Securities (subject to the record retention requirements of the Exchange
Act). Certification of the destruction of all cancelled Securities shall be
delivered to the Company. The Company may not issue new Securities to replace
Securities that it has paid or that have been delivered to the Trustee for
cancellation.

Section 2.12. Defaulted Interest.
- ----------------------------------

If the Company fails to make a payment of interest on any series of
Securities on the date due, it shall pay such defaulted interest plus (to the
extent lawful) any interest payable on the defaulted interest. It shall
pay such defaulted interest, plus any such interest payable on it, to the
Persons who are Holders of such Securities on which the interest is due on a
subsequent special record date. The Company shall notify the Trustee in writing
of the amount of defaulted interest proposed to be paid on each such Security
and the date of the proposed payment. The Company shall fix any such special
record date and payment date for such payment. At least 15 days before any such
special record date, the Company shall mail to Securityholders affected thereby
a notice that states the record date, payment date, and amount of such interest
to be paid.

Section 2.13. Special Record Dates.
- ------------------------------------

(a) The Company may, but shall not be obligated to, set a record date for
the purpose of determining the identity of Holders entitled to consent to any
supplement, amendment or waiver permitted by this Indenture. If a record date
is fixed, the Holders of Securities of that series outstanding on such record
date, and no other Holders, shall be entitled to consent to such supplement,
amendment or waiver or revoke any consent previously given, whether or not such
Holders remain Holders after such record date. No consent shall be valid or
effective for more than 90 days after such record date unless consents from
Holders of the principal amount of Securities of that series required hereunder
for such amendment or waiver to be effective shall have also been given and not
revoked within such 90-day period.

(b) The Trustee may, but shall not be obligated to, fix any day as a
record date for the purpose of determining the Holders of any series of
Securities entitled to join in the giving or making of any notice of Default,
any declaration of acceleration, any request to institute proceedings or any
other similar direction. If a record date is fixed, the Holders of Securities

11<PAGE>

of that series outstanding on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided, however, that
------------------
no such action shall be effective hereunder unless taken on or prior to the date
90 days after such record date.

ARTICLE 3

REDEMPTION

Section 3.01. Notices to Trustee.
- ----------------------------------

If the Company elects to redeem Securities of any series pursuant to any
optional redemption provisions thereof, it shall notify the Trustee of the
redemption date and the principal amount of Securities of that series to be
redeemed.

The Company shall give each notice provided for in this Section in an
Officers' Certificate at least 45 days before the redemption date (unless a
shorter notice period shall be satisfactory to the Trustee), which notice shall
specify the provisions of such Security pursuant to which the Company elects to
redeem such Securities.

If the Company elects to reduce the principal amount of Securities of
any series to be redeemed pursuant to mandatory redemption provisions
thereof, it shall notify the Trustee in an Officers' Certificate at least 45
days before the redemption date (unless a shorter period shall be
satisfactory to the Trustee) of the amount of, and the basis for, any such
reduction and whether the Company elects to credit Securities against any
such redemption and, if so, the amount thereof. If the Company elects to
credit against any such mandatory redemption Securities it has not previously
delivered to the Trustee for cancellation, it shall deliver such Securities
with such notice.

Section 3.02. Selection of Securities to Be Redeemed.
- ------------------------------------------------------

If less than all the Securities of any series are to be redeemed, the
Trustee shall select the Securities of that series to be redeemed by a method
that complies with the requirements of any exchange on which the Securities of
that series are listed, or, if the Securities of that series are not listed on
an exchange, on a pro rata basis or by lot. The Trustee shall make the selection
--- ----
not more than 75 days and not less than 30 days before the redemption date from
Securities of that series outstanding and not previously called for redemption.
Except as otherwise provided as to any particular series of Securities,
Securities and portions thereof that the Trustee selects shall be in amounts
equal to the minimum authorized denomination for Securities of the series to be
redeemed or any integral multiple thereof. Provisions of this Indenture that
apply to Securities called for redemption also apply to portions of Securities
called for redemption. The Trustee shall notify the Company promptly in writing
of the Securities or portions of Securities to be called for redemption.

12<PAGE>

Section 3.03. Notice of Redemption.
- ------------------------------------

Except as otherwise provided as to any particular series of Securities, at
least 30 days but not more than 60 days before a redemption date, the Company
shall mail a notice of redemption to each Holder whose Securities are to be
redeemed.

The notice shall identify the Securities to be redeemed and shall state:

(1) the redemption date;

(2) the redemption price fixed in accordance with the terms of the
Securities of the series to be redeemed, plus accrued interest, if any, to
the date fixed for redemption (the "redemption price");

(3) if any Security is being redeemed in part, the portion of the
principal amount of such Security to be redeemed and that, after the
redemption date, upon surrender of such Security, a new Security or
Securities in principal amount equal to the unredeemed portion will be
issued;

(4) the name and address of the Paying Agent;

(5) that Securities called for redemption must be surrendered to the
Paying Agent to collect the redemption price;

(6) that, unless the Company defaults in payment of the redemption
price, interest on Securities called for redemption ceases to accrue on and
after the redemption date;

(7) The paragraph of the series of Securities and/or Section of any
supplemental indenture pursuant to which such Securities called for
redemption are being redeemed; and

(8) the CUSIP number, if any, of the Securities to be redeemed.

At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense; provided, however, that the Company
------------------
shall have delivered to the Trustee, at least 45 days prior to the redemption
date, an Officer's Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph. The notice mailed in the manner herein provided shall be
conclusively presumed to have been duly given whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in
the notice of the Holder of any Security shall not affect the validity of the
proceeding for the redemption of any other Security.

13<PAGE>

Section 3.04. Effect of Notice of Redemption.
- ----------------------------------------------

Once notice of redemption is mailed in accordance with Section 3.03
hereof, Securities called for redemption become due and payable on the
redemption date at the redemption price and from and after such date (unless
the Company shall default in the payment of the redemption price) such
Securities shall cease to bear interest. Upon surrender to the Paying Agent,
such Securities will be paid at the redemption price .

Section 3.05. Deposit of Redemption Price.
- -------------------------------------------

On or before the redemption date, the Company shall deposit with the
Paying Agent (or, if the Company or any Subsidiary is the Paying Agent, shall
segregate and hold in trust) money sufficient to pay the redemption price of
all Securities called for redemption on that date other than called
Securities which have previously been delivered by the Company to the
Trustee for cancellation. The Paying Agent shall return to the Company any
money not required for that purpose.

Section 3.06. Securities Redeemed in Part.
- -------------------------------------------

Upon surrender of a Security that is redeemed in part, the Company shall
issue and the Trustee shall authenticate for the Holder at the expense of the
Company a new Security of like series equal in principal amount to the
unredeemed portion of the Security surrendered.

ARTICLE 4

COVENANTS

Section 4.01. Payment of Securities.
- -------------------------------------

The Company shall pay or cause to be paid the principal of and interest on
the Securities on the dates and in the manner provided in this Indenture and the
Securities. Principal and interest shall be considered paid on the date due if
the Paying Agent, if other than the Company or an Affiliate, holds as of 10:00
a.m. Eastern Time on that date immediately available funds designated for and
sufficient to pay all principal and interest then due.

To the extent lawful, the Company shall pay interest on overdue principal
and overdue installments of interest at the rate per annum borne by the
applicable series of Securities.

14<PAGE>

Section 4.02. Maintenance of Office or Agency.
- -----------------------------------------------

The Company shall maintain in the Borough of Manhattan, the City of
New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee or Registrar) where Securities may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Company in respect of the Securities and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the office of the
Trustee at the location identified in Section 10.02.

The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, the City of New York for such purposes. The Company shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.03.

Section 4.03. Commission Reports.
- ----------------------------------

The Company shall deliver to the Trustee within 15 days after the required
filing date copies of the annual reports and of the information, documents, and
other reports (or copies of such portions of any of the foregoing as the
Commission may by rules and regulations prescribe) which the Company is required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;
provided, however the Company shall not be required to deliver to the Trustee
any materials for which the Company has sought and received confidential
treatment by the Commission. The Company will cause any quarterly and annual
reports which it mails to its stockholders to be mailed to the Holders of the
Securities. If the Company is not subject to the requirements of Section 13 or
15(d) of the Exchange Act, the Company shall continue to file with the Trustee
(in each case within 15 days after the time that such documents would have been
filed with the Commission) such reports, information and other documents as it
would file if it were subject to the requirements of Section 13 or 15(d) of the
Exchange Act (other than such confidential materials referenced above). The
Company also shall comply with the other provisions of TIA Section 314(a).

15<PAGE>

Section 4.04. Compliance Certificate.
- --------------------------------------

The Company shall deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company, an Officers' Certificate (one of the
signers of which shall be the principal accounting officer, principal
financial officer or principal executive officer) stating that in the course
of the performance by the signers of their duties as officers of the Company,
they would normally have knowledge of any failure by the Company to comply
with all conditions, or default by the Company with respect to any covenants,
under this Indenture, and further stating whether or not they have knowledge
of any such failure or default and, if so, specifying each such failure or
default and the nature thereof. For purposes of this Section, such
compliance shall be determined without regard to any period of grace or
requirement of notice provided for in this Indenture. The certificate need
not comply with Section 10.05.

The first certificate delivered pursuant to this Section 4.04 shall be for
the fiscal year ending on _________, 199__.

Section 4.05. Taxes.
- ---------------------

The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except (i) as contested in good faith by appropriate proceedings and with
respect to which appropriate reserves have been taken in accordance with GAAP or
(ii) where the failure to effect such payment is not adverse in any material
respect to the Holders.

Section 4.06. Stay, Extension and Usury Laws.
- ----------------------------------------------

The Company covenants (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that may affect the covenants or
the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it shall not, by resort to any such law, hinder, delay
or impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law has
been enacted.

Section 4.07. Corporate Existence.
- -----------------------------------

Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its corporate
existence, and the corporate, partnership or other existence of each of its
Subsidiaries, in accordance with the respective organizational documents (as the
same may be amended from time to time) of each Subsidiary and (ii) the rights

16<PAGE>

(charter and statutory), licenses and franchises of the Company and its
Subsidiaries; provided, however, that the Company shall not be required to
------------------
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any of its Subsidiaries, if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders.

Section 4.08. Payments for Consent.
- ------------------------------------

Neither the Company nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of the Securities for or as an
inducement to any consent, waiver or amendment of any terms or provisions of
this Indenture or of the Securities or any series thereof unless such
consideration is offered to be paid or agreed to be paid to all Holders of the
Securities of such series that so consent, waive or agree to amend in the time
frame set forth in solicitation documents relating to such consent, waiver or
agreement.

ARTICLE 5

SUCCESSORS

Section 5.01. When Company May Merge, etc.
- -------------------------------------------

The Company shall not consolidate or merge with or into (whether or not the
Company is the surviving corporation), or sell, assign, transfer, lease, convey
or otherwise dispose of all or substantially all of its properties or assets in
one or more related transactions to any Person unless:

(1) the Company is the surviving corporation or the entity or Person
formed by or surviving any such consolidation or merger (if other than the
Company) or to which such sale, assignment, transfer, lease, conveyance or
other disposition shall have been made is a corporation organized and
existing under the laws of the United States, any state thereof or the
District of Columbia;

(2) the entity or Person formed by or assuming any such consolidation
or merger (if other than the Company) or the entity or Person to which such
sale, assignment, transfer, lease, conveyance or other disposition shall
have been made assumes by supplemental indenture all the obligations of the
Company under the Securities and this Indenture; and

(3) immediately prior to and after the transaction no Default or
Event of Default exists.

17<PAGE>
The Company shall deliver to the Trustee prior to the consummation of the
proposed transaction an Officers' Certificate to the foregoing effect and an
Opinion of Counsel stating that the proposed transaction and such supplemental
indenture comply with this Indenture.

Section 5.02. Successor Corporation Substituted.
- -------------------------------------------------

Upon any consolidation or merger, or any transfer by the Company (other
than by lease) of all or substantially all of the assets of the Company in
accordance with Section 5.01, the successor corporation formed by such
consolidation or into which the Company is merged or to which such transfer is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor corporation had been named as the Company herein. In the event of any
such transfer, the predecessor Company shall be released and discharged from all
liabilities and obligations in respect of the Securities and the Indenture, and
the predecessor Company may be dissolved, wound up or liquidated at any time
thereafter.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01. Events of Default.
- ---------------------------------

An "Event of Default" occurs with respect to Securities of any particular
series if:

(1) the Company defaults in the payment of interest on any Security
of that series when the same becomes due and payable and the Default
continues for a period of 30 days;

(2) the Company defaults in the payment of the principal of any
Security of that series when the same becomes due and payable at maturity,
upon redemption or otherwise;

(3) an Event of Default, as defined in the Securities of that series,
occurs and is continuing, or the Company fails to comply with any of its
other agreements in the Securities of that series or in this Indenture with
respect to that series and the Default continues for the period and after
the notice specified below;

(4) the Company pursuant to or within the meaning of any Bankruptcy
Law:

(A) commences a voluntary case;

18<PAGE>
(B) consents to the entry of an order for relief against it in
an involuntary case;

(D) makes a general assignment for the benefit of its
creditors; or

(E) admits in writing its inability generally to pay its debts
as the same become due.

(5) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:

(A) is for relief against the Company in an involuntary case;

(B) appoints a Custodian of the Company or for all or
substantially all of its property; or

and the order or decree remains unstayed and in effect for 60 days.

The term "Bankruptcy Law" means Title 11, U.S. Code or any similar federal
or state law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy
Law.

A Default under clause (3) above is not an Event of Default with respect to
a particular series of Securities until the Trustee or the Holders of at least
25% in principal amount of the then outstanding Securities of that series notify
the Company of the Default and the Company does not cure the Default within 30
days after receipt of the notice. The notice must specify the Default, demand
that it be remedied and state that the notice is a "Notice of Default."

Section 6.02. Acceleration.
- ----------------------------

If an Event of Default with respect to Securities of any series (other than
an Event of Default specified in clauses (4) and (5) of Section 6.01) occurs and

19<PAGE>

is continuing, the Trustee by notice to the Company, or the Holders of at least
25% in principal amount of the then outstanding Securities of that series by
notice to the Company and the Trustee, may declare the unpaid principal (or, in
the case of Original Issue Discount Securities, such lesser amount as may be
provided for in such Securities) of and any accrued interest on all the
Securities of that series to be due and payable on the Securities of that
series. Upon such declaration the principal (or such lesser amount) and
interest shall be due and payable immediately. If an Event of Default specified
in clause (4) or (5) of Section 6.01 occurs, all of such amount shall become and
be immediately due and payable without any declaration or other act on the part
of the Trustee or any Holder. The Holders of a majority in principal amount of
the then outstanding Securities of that series by notice to the Trustee may
rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default with
respect to that series have been cured or waived except nonpayment of principal
(or such lesser amount) or interest that has become due solely because of the
acceleration.

Section 6.03. Other Remedies.
- ------------------------------

If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may pursue any available remedy to collect the
payment of principal or interest on the Securities of that series or to enforce
the performance of any provision of the Securities of that series or this
Indenture.

The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04. Waiver of Past Defaults.
- ---------------------------------------

Subject to Section 9.02, the Holders of a majority in principal amount of
the then outstanding Securities of any series by notice to the Trustee may waive
an existing Default or Event of Default with respect to that series and its
consequences except a Default or Event of Default in the payment of the
principal (including any mandatory sinking fund or like payment) of or interest
on any Security of that series.

Section 6.05. Control by Majority.
- -----------------------------------

The Holders of a majority in principal amount of the then outstanding
Securities of any series may direct the time, method and place of conducting any
proceeding for any remedy with respect to that series available to the Trustee
or exercising any trust or power conferred on it. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture, that
is unduly prejudicial to the rights of another Holder of Securities of that
series, or that may involve the Trustee in personal liability. The Trustee may
take any other action which it deems proper which is not inconsistent with any
such direction.

20<PAGE>

Section 6.06. Limitation on Suits.
- -----------------------------------

A Holder of Securities of any series may not pursue a remedy with respect
to this Indenture or the Securities unless:

(1) the Holder gives to the Trustee written notice of a continuing
Event of Default with respect to that series;

(2) the Holders of at least 25% in principal amount of the then
outstanding Securities of that series make a written request to the Trustee
to pursue the remedy;

(3) such Holder or Holders offer to the Trustee indemnity
satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

(5) during such 60-day period the Holders of a majority in principal
amount of the then outstanding Securities of that series do not give the
Trustee a direction inconsistent with the request.

No Holder of any series of Securities may use this Indenture to prejudice the
rights of another Holder of Securities of that series or to obtain a preference
or priority over another Holder of Securities of that series.

Section 6.07. Rights of Holders to Receive Payment.
- ----------------------------------------------------

Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security to receive payment of principal of and interest, if any, on
the Security, on or after the respective due dates expressed in the Security, or
to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of the
Holder.

Section 6.08. Collection Suit by Trustee.
- ------------------------------------------

If an Event of Default specified in Section 6.01(1) or (2) occurs and is
continuing with respect to Securities of any series, the Trustee may recover
judgment in its own name and as trustee of an express trust against the Company
for the whole amount of principal (or such portion of the principal as may be
specified as due upon acceleration at that time in the terms of that series of
Securities) and interest, if any, remaining unpaid on the Securities of that
series then outstanding, together with (to the extent lawful) interest on
overdue principal and interest, and such further amount as shall be sufficient
to cover the costs and, to the extent lawful, expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and any other amounts due the Trustee under
Section 7.07.

21<PAGE>

Section 6.09. Trustee May File Proofs of Claim.
- ------------------------------------------------

The Trustee may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee and the
Securityholders allowed in any judicial proceedings relative to the Company (or
any other obligor on the Securities), its creditors or its property and shall be
entitled to and empowered to collect and receive any money or other property
payable or deliverable on any such claims and to distribute the same, and any
custodian in any such judicial proceedings is hereby authorized by each Holder
to make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agent and counsel, and any other
amounts due the Trustee under Section 7.07. Nothing contained herein shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Securityholder any plan of reorganization, arrangement, adjustment
or composition affecting the Securities or the rights of any Holder thereof, or
to authorize the Trustee to vote in respect of the claim of any Securityholder
in any such proceeding.

Section 6.10. Priorities.
- --------------------------

If the Trustee collects any money with respect to Securities of any series
pursuant to this Article, it shall pay out the money in the following order:

First: to the Trustee, its agents and attorneys for amounts
due under Section 7.07, including payment of all
compensation, expense and liabilities incurred, and all
advances made, by the Trustee and the costs and
expenses of collection;

Second: to Securityholders for amounts due and unpaid on the
Securities of such series for principal and interest,
ratably, without preference or priority of any kind,
according to the amounts due and payable on the
Securities of such series for principal and interest,
respectively; and

Third: to the Company or to such party as a court of competent
jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to
Holders of Securities of any series pursuant to this Section. The Trustee shall
notify the Company in writing reasonably in advance of any such record date and
payment date.

22<PAGE>

Section 6.11. Undertaking for Costs.
- -------------------------------------

In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defense made by the party litigant. This Section does
not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07
or a suit by Holders of more than 10% in principal amount of the then
outstanding Securities.

23<PAGE>

ARTICLE 7

TRUSTEE

Section 7.01. Duties of Trustee.
- ---------------------------------

(a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

(b) Except during the continuance of an Event of Default known to the
Trustee:

(i) the duties of the Trustee shall be determined solely by the
express provisions of this Indenture or the TIA and the Trustee
need perform only those duties that are specifically set forth in
this Indenture or the TIA and no others, and no implied covenants
or obligations shall be read into this Indenture against the
Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates
or opinions furnished to the Trustee and conforming to the
requirements of this Indenture. However, the Trustee shall
examine the certificates and opinions to determine whether or not
they conform to the requirements of this Indenture.

(c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

(i) this paragraph does not limit the effect of paragraph (b) of this
Section;

(ii) the Trustee shall not be liable for any error of judgment made in
good faith by a responsible officer of the Trustee, unless it is
proved that the Trustee was negligent in ascertaining the
pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), and (c) of this Section.

24<PAGE>
(e) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability. The Trustee may refuse to perform any
duty or exercise any right or power unless it receives security and indemnity
satisfactory to it against any loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company. Absent written
instruction from the Company, the Trustee shall not be required to invest any
such money. Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.

Section 7.02. Rights of Trustee.
- ---------------------------------

Subject to TIA Section 315(a) through (d):

(a) The Trustee may rely on any document believed by it to be genuine and
to have been signed or presented by the proper person. The Trustee need not
investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel, or both. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel.

(c) The Trustee may act through agents and shall not be responsible for
the misconduct or negligence of any agent appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to
take in good faith which it believes to be authorized or within its rights or
powers, unless the Trustee's conduct constitutes negligence.

(e) Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice form the Company shall be sufficient if signed by
an Officer of the Company.

Section 7.03. Individual Rights of Trustee.
- --------------------------------------------

The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or an Affiliate
with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights. However, the Trustee is subject to TIA Sections 310(b)
and 311.

25<PAGE>

Section 7.04. Trustee's Disclaimer.
- ------------------------------------

The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Securities, it shall not be accountable for the Company's use
of the proceeds from the Securities, and it shall not be responsible for any
statement in the Securities other than its certificate of authentication.

Section 7.05. Notice of Defaults.
- ----------------------------------

If a Default or Event of Default with respect to the Securities of any
series occurs and is continuing and if it is known to the Trustee, the Trustee
shall mail to all Holders of Securities of that series a notice of the Default
or Event of Default within 90 days after it occurs. Except in the case of a
Default or Event of Default in payment on any such Security, the Trustee may
withhold the notice if and so long as a committee of its Trust Officers in good
faith determines that withholding the notice is in the interests of such
Securityholders.

Section 7.06. Reports by Trustee to Holders.
- ---------------------------------------------

Within 60 days after each _________ beginning with ___________, 1994, the
Trustee with respect to any series of Securities shall mail to Holders of
Securities of that series as provided in TIA Section 313(c) a brief report dated
as of such ______ that complies with TIA Section 313(a) (if such report is
required by TIA Section 313(a)). The Trustee shall also comply with TIA Section
313(b).

A copy of each report at the time of its mailing to Securityholders shall
be mailed to the Company and filed with the Commission and each stock exchange
on which any of the Securities are listed, as required by TIA Section 313(d).
The Company shall notify the Trustee when the Securities are listed on any
stock exchange.

Section 7.07. Compensation and Indemnity.
- ------------------------------------------

The Company shall pay to the Trustee from time to time such compensation as
shall be agreed upon in writing for its services hereunder. The Company shall
reimburse the Trustee upon written request for all reasonable out-of-pocket
expenses incurred by it. Such expenses shall include the reasonable
compensation and out-of-pocket expenses of the Trustee's agents and counsel.

The Company shall indemnify the Trustee for any loss or liability incurred
by it, without negligence or bad faith on its part, in connection with the
administration of this Indenture and its duties hereunder. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity. The
Company shall defend the claim and the Trustee shall cooperate in the defense.
The Trustee may have separate counsel and the Company shall pay the reasonable
fees and expenses of such counsel. The Company need not pay for any settlement
made without its consent.

26<PAGE>

To secure the Company's payment obligations in this Section, the Trustee
shall have a lien prior to the Securities on all money or property held or
collected by the Trustee in its capacity as Trustee, except money or property
held in trust to pay principal and interest on particular Securities. Such lien
will survive the satisfaction and discharge of this Indenture.

If the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(4) or (5) occurs, the expenses and the
compensation for the services will be intended to constitute expenses of
administration under any applicable Bankruptcy Law.

Section 7.08. Replacement of Trustee.
- --------------------------------------

A resignation or removal of the Trustee with respect to one or more or all
series of Securities and appointment of a successor Trustee shall become
effective only upon the successor Trustee's acceptance of appointment as
provided in this Section.

The Trustee may resign with respect to one or more or all series of
Securities by so notifying the Company in writing. The Holders of a majority in
principal amount of the then outstanding Securities of any series may remove the
Trustee as to that series by so notifying the Trustee in writing and may appoint
a successor Trustee with the Company's consent. The Company may remove the
Trustee with respect to one or more or all series of Securities if:

(1) the Trustee fails to comply with Section 7.10;

(2) the Trustee is adjudged a bankrupt or an insolvent;

(3) a receiver or other public officer takes charge of the Trustee or
its property; or

(4) the Trustee becomes incapable of acting.

If, as to any series of Securities, the Trustee resigns or is removed or if
a vacancy exists in the office of Trustee for any reason, the Company shall
promptly appoint a successor Trustee for that series. Within one year after the
successor Trustee with respect to any series takes office, the Holders of a
majority in principal amount of the then outstanding Securities of that series
may appoint a successor Trustee to replace the successor Trustee appointed by
the Company. If a successor Trustee as to a particular series does not take
office within 60 days after the retiring Trustee resigns or is removed, the

27<PAGE>
retiring Trustee, the Company or the Holders of at least 10% in principal amount
of the then outstanding Securities of that series may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10 with respect to any
series, any Holder of Securities of that series who satisfies the requirements
of TIA Section 310(b) may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee for that
series.

A successor Trustee as to any series of Securities shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company.
Immediately after that, the retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee (subject to the lien
provided for in Section 7.07), the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall have all the
rights, powers and duties of the Trustee under this Indenture as to that series.
The successor Trustee shall mail a notice of its succession to the Holders of
Securities of that series.

Notwithstanding replacement of the Trustee pursuant to this Section 7.08,
the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring trustee.

In case of the appointment hereunder of a successor Trustee with respect to
the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) shall contain such
provisions as shall be necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series as to which the retiring Trustee is not retiring shall
continue to be vested in the retiring Trustee, and (3) shall add to or change
any of the provisions of this Indenture as shall be necessary or desirable to
provide for or facilitate the administration of the trusts hereunder by more
than one Trustee; provided, however, that nothing herein or in such supplemental
------------------
Indenture shall constitute such Trustee co-trustees of the same trust and that
each such Trustee shall be trustee of a trust hereunder separate and apart from
any trust hereunder administered by any other such Trustee.

Upon the execution and delivery of such supplemental Indenture the
resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor Trustee relates.

28<PAGE>

Section 7.09. Successor Trustee by Merger, etc.
- ------------------------------------------------

If the Trustee as to any series of Securities consolidates, merges or
converts into, or transfers all or substantially all of its corporate trust
business to, another corporation, the successor corporation without any further
act shall be the successor Trustee as to that series.

Section 7.10. Eligibility; Disqualification.
- ----------------------------------------------

Each series of Securities shall always have a Trustee who satisfies the
requirements of TIA Section 310(a). The Trustee as to any series of Securities
shall always have a combined capital and surplus of at least [$100,000,000]
as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section
310(b).

Section 7.11. Preferential Collection of Claims Against Company.
- -----------------------------------------------------------------

The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

ARTICLE 8

DISCHARGE OF INDENTURE

Section 8.01. Termination of Company's Obligations.
- ----------------------------------------------------

Except as otherwise provided in this Section, the Company may terminate its
obligations under the Securities of any series and this Indenture with respect
to that series, if:

(a) all Securities of that series previously authenticated and
delivered (other than destroyed, lost or stolen Securities which have been
replaced or Securities of that series which are paid pursuant to Section
4.01 or Securities of that series for whose payment money or securities has
theretofore been held in trust and thereafter repaid to the Company, as
provided in Section 8.03) have been delivered to the Trustee for
cancellation and the Company has paid all sums payable by it hereunder with
respect to such series; or

29<PAGE>

(b) (1) the Securities of that series mature within one year or all
of them are to be called for redemption within one year after arrangements
satisfactory to the Trustee for giving the notice of redemption; and

(2) the Company irrevocably deposits in trust with the Trustee during
such one-year period, under the terms of an irrevocable trust agreement in
form and substance satisfactory to the Trustee, as trust funds solely for
the benefit of the Holders of Securities of that series for that purpose,
money or U.S. Government Obligations, or a combination thereof, with the
U.S. Government Obligations maturing as to principal and interest in such
amounts and at such times as are sufficient, without consideration of any
reinvestment of such interest, to pay principal of and interest on the
Securities of that series to maturity or redemption, as the case may be,
and to pay all other sums payable by it hereunder; or

(c) (1) the Company irrevocably deposits in trust with the
Trustee under the terms of an irrevocable trust agreement in form and
substance satisfactory to the Trustee, as trust funds solely for the
benefit of the Holders of Securities of that series for that purpose,
money or U.S. Government Obligations, or a combination thereof, with
the U.S. Government Obligations maturing as to principal and interest
in such amounts and at such times as are sufficient, in the opinion of
a nationally recognized firm of independent accountants expressed in a
written certification thereof delivered to the Trustee, without
consideration of any reinvestment of such interest, to pay principal of
and interest on the Securities of that series to maturity or redemption,
as the case may be;

(2) the Company shall have delivered to the Trustee either (A) a
ruling directed to the Trustee received from the Internal Revenue Service
to the effect that the Holders of the Securities of that series will not
recognize income, gain or loss for federal income tax purposes as a result
of the Company's exercise of its option under this clause (c) and will be
subject to federal income tax on the same amount and in the same manner and
at the same times as would have been the case if such option had not been
exercised, or (B) an Opinion of Counsel to the same effect as the ruling
described in subclause (A) above accompanied by a ruling to that effect
published by the Internal Revenue Service, unless there has been a change
in the applicable federal income tax law since the date of this Indenture
such that a ruling from the Internal Revenue Service is no longer required;

(3) the Company has paid or caused to be paid all sums then payable
by the Company hereunder; and

(4) the Company has delivered to the Trustee for that series an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for in this clause (c) relating to
termination of obligations of the Company have been complied with.

30<PAGE>

The Company's obligations under Sections 2.03, 2.04, 2.05, 2.06, 2.07, 4.01
(together with its payment obligations under the Securities of that series),
7.07, 7.08, 8.03 and 8.04 shall survive until the Securities of that series are
no longer outstanding. Thereafter, and after any discharge pursuant to clause
(a) above, only the Company's obligations in Sections 7.07 and 8.03 shall
survive. If and when a ruling from the Internal Revenue Service or Opinion of
Counsel referred to in clause (c)(2) above is able to be provided specifically
without regard to, and not in reliance upon, the continuance of the Company's
obligations under Section 4.01 and its payment obligations under the Securities
of that series, then the Company's payment obligations under such Section 4.01
and the Securities of that series shall cease upon delivery to the Trustee of
such ruling or Opinion of Counsel and compliance with the other conditions
precedent provided for in clause (c) above relating to the satisfaction and
discharge of this Indenture.

After any such irrevocable deposit the Trustee upon request shall
acknowledge in writing the discharge of the Company's obligations under the
Securities of that series and under this Indenture except for those surviving
obligations specified above.

"U.S. Government Obligations" means direct obligations of the United States
---------------------------
of America for the payment of which the full faith and credit of the United
States of America is pledged. U.S. Government Obligations shall not be callable
at the issuer's option.

Section 8.02. Application of Trust Money.
- ------------------------------------------

The Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to Section 8.01 with respect to Securities of any
series. It shall apply the deposited money and the money from U.S. Government
Obligations through the Paying Agent and in accordance with this Indenture to
the payment of principal and interest on the Securities of that series.

Section 8.03. Repayment to Company.
- ------------------------------------

The Trustee and the Paying Agent shall promptly pay to the Company upon
request any excess money or securities held by them at any time.

The Trustee and the Paying Agent shall pay to the Company upon request any
money held by them for the payment of principal or interest that remains
unclaimed for two years after the date upon which such payment shall have become
due. After payment to the Company, Securityholders entitled to the money must
look to the Company for payment as general creditors unless an applicable
abandoned property law designates another Person, provided, however, that the
------------------
Trustee or such Paying Agent before being required to make such repayment may at
the expense of the Company mail to each such holder a notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such mailing any unclaimed balance of such
money then remaining will be repaid to the Company.

31<PAGE>

ARTICLE 9

SUPPLEMENTS, AMENDMENTS AND WAIVERS

Section 9.01. Without Consent of Holders.
- ------------------------------------------

The Company and the Trustee as to any series of Securities may supplement
or amend this Indenture or the Securities without notice to or the consent of
any Securityholder:

(1) to cure any ambiguity, defect or inconsistency;

(2) to comply with Article 5;

(3) to comply with any requirements of the Commission in connection
with the qualification of this Indenture under the TIA;

(4) to provide for uncertificated Securities in addition to or in
place of certificated Securities;

(5) to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, provided,
---------
however, that any such addition, change or elimination (A) shall neither
--------
(i) apply to any Security of any series created prior to the execution of
such supplemental indenture and entitled to the benefit of such provision
nor (ii) modify the rights of the Holder of any such Security with respect
to such provision or (B) shall become effective only when there is no
outstanding Security of any series created prior to the execution of such
supplemental indenture and entitled to the benefit of such provision;

(6) to make any change that does not adversely affect in any material
respect the interests of the Securityholders of any series; or

(7) to establish additional series of Securities as permitted by
Section 2.01.

Section 9.02. With Consent of Holders.
- ----------------------------------------

Subject to Section 6.07, the Company and the Trustee as to any series of
Securities may amend this Indenture or the Securities of that series with the
written consent of the Holders of a majority in principal amount of the then
outstanding Securities of each series affected by the amendment, with each such
series voting as a separate class. The Holders of a majority in principal amount
of the then outstanding Securities of any series may also waive compliance in a
particular instance by the Company with any provision of this Indenture with
respect to that series or the Securities of that series; provided, however, that
------------------

32<PAGE>

without the consent of each Securityholder affected, an amendment or waiver may
not:

(1) reduce the percentage of the principal amount of Securities whose
Holders must consent to an amendment or waiver;

(2) reduce the rate of, or change the time for payment of interest
on, any Security;

(3) reduce the principal of or change the fixed maturity of any
Security or alter the redemption provisions with respect thereto;

(4) make any Security payable in money other than that stated in the
Security;

(5) make any change in Section 6.04, 6.07 or 9.02 (this sentence); or

(6) waive a default in the payment of the principal of, or interest
on, any Security, except to the extent otherwise provided for in Section
6.02.

An amendment or waiver under this Section which waives, changes or
eliminates any covenant or other provision of this Indenture which has expressly
been included solely for the benefit of one or more particular series of
Securities, or which modifies the rights of the Holders of Securities of such
series with respect to such covenant or other provision, shall be deemed not to
affect the rights under this Indenture of the Holders of Securities of any other
series.

It shall not be necessary for the consent of the Holders under this Section
to approve the particular form of any proposed amendment or waiver, but it shall
be sufficient if such consent approves the substance thereof.

After an amendment or waiver under this Section becomes effective, the
Company shall mail to Holders of Securities of each series affected thereby a
notice briefly describing the amendment or waiver. The Company will mail
supplemental indentures to Holders upon request. Any failure of the Company to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture or waiver.

Section 9.03. Revocation and Effect of Consents.
- -------------------------------------------------

Until an amendment or waiver becomes effective, a consent to it by a Holder
of a Security is a continuing consent by the Holder and every subsequent Holder
of a Security or portion of a Security that evidences the same debt as the
consenting Holder's Security, even if notation of the consent is not made on any
Security; provided, however, that unless a record date shall have been
------------------
33<PAGE>

established pursuant to Section 2.13(a), any such Holder or subsequent Holder
may revoke the consent as to his Security or portion of a Security if the
Trustee receives the notice of revocation before the date on which the amendment
or waiver becomes effective. An amendment or waiver shall become effective on
receipt by the Trustee of consents from the Holders of the requisite percentage
principal amount of the outstanding Securities of any series, and thereafter
shall bind every Holder of Securities of that series.

Section 9.04. Notation on or Exchange of Securities.
- -----------------------------------------------------

If an amendment, or waiver changes the terms of a Security: (a) the
Trustee may require the Holder of the Security to deliver it to the Trustee, the
Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder and the Trustee may place an appropriate
notation on any Security thereafter authenticated; or (b) if the Company or the
Trustee so determines, the Company in exchange for the Security shall issue and
the Trustee shall authenticate a new Security that reflects the changed terms.

Section 9.05. Trustee To Sign Amendments, etc.
- -----------------------------------------------

The Trustee shall receive an Opinion of Counsel stating that the execution
of any amendment or waiver proposed pursuant to this Article is authorized or
permitted by this Indenture. Subject to the preceding sentence, the Trustee
shall sign such amendment or waiver if the same does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. The Trustee may, but
shall not be obligated to, execute any such amendment, supplement or waiver
which affects the Trustee's own rights, duties, liabilities or immunities under
this Indenture or otherwise.

ARTICLE 10

MISCELLANEOUS

Section 10.01. Indenture Subject to Trust Indenture Act.
- --------------------------------------------------------

This Indenture is subject to the provisions of the TIA which are required
to be part of this Indenture, and shall, to the extent applicable, be governed
by such provisions.

Section 10.02. Notices.
- -----------------------

Any notice or communication is duly given if in writing and delivered in
person or sent by first-class mail (registered or certified, return receipt
requested), telecopier or overnight air courier guaranteeing next day delivery,
addressed as follows:

34<PAGE>

If to the Company:

Advanced Micro Devices, Inc.
One AMD Place
Sunnyvale, California 94088-3453
Attention:

If to the Trustee:

United States Trust Company of New York
114 West 47th Street
New York, New York 10036

Attention: Corporate Trust--Department B

The Company or the Trustee by notice to the other may designate additional
or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if telecopied; and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

Any notice or communication to a Securityholder shall be mailed by
first-class mail to his address shown on the register kept by the Registrar.
Failure to mail a notice or communication to a Securityholder or any defect in
it shall not affect its sufficiency with respect to other Securityholders. If
the Company mails a notice or communication to Securityholders, it shall mail a
copy to the Trustee at the same time.

If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

Section 10.03. Communication By Holders With Other Holders.
- -----------------------------------------------------------

Holders may communicate pursuant to TIA Section 312(b) with other Holders
with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

Section 10.04. Certificate and Opinion as to Conditions Precedent.
- ------------------------------------------------------------------

Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

35<PAGE>

(a) an Officers' Certificate stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and

(b) an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.

Section 10.05. Statements Required in Certificate or Opinion.
- -------------------------------------------------------------

Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than the certificate
provided for in Section 4.04) shall include:

(1) a statement that the Person making such certificate or opinion
has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;

(3) a statement that, in the opinion of such Person, he or she has
made such examination or investigation as is necessary to enable him or her
to express an informed opinion as to whether or not such covenant or
condition has been complied with; and

(4) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been complied with; provided, however, that
------------------
with respect to matters of fact an Opinion of Counsel may rely on an
Officer's Certificate or certificates of public officials.

Section 10.06. Rules by Trustee and Agents.
- -------------------------------------------

The Trustee as to Securities of any series may make reasonable rules for
action by or at a meeting of Holders of Securities of that series. The
Registrar and any Paying Agent or Authenticating Agent may make reasonable rules
and set reasonable requirements for their functions.

Section 10.07. Legal Holidays.
- ------------------------------

A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions in New York, New York or San Francisco, California, are not
required to be open. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is
not a Legal Holiday, and no interest shall accrue for the intervening period.

36<PAGE>

Section 10.08. No Recourse Against Others.
- ------------------------------------------

A past, present or future director, officer, employee, stockholder or
incorporator, as such, of the Company or any successor corporation shall not
have any liability for any obligations of the Company under the Securities or
the Indenture or for any claim based on, in respect of, or by reason of such
obligations or their creation. Each Securityholder by accepting a Security
waives and releases all such liability. The waiver and release are part of the
consideration of issuance of the Securities. Such waiver may not be effective
to waive liabilities under the federal securities laws and it is the view of the
Commission that such a waiver is against public policy.

Section 10.09. Counterparts.
- ----------------------------

This Indenture may be executed by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.

Section 10.10. Governing Law.
- -----------------------------

The internal laws of the State of New York shall govern this Indenture and
the Securities, without regard to the conflict of laws provisions thereof.

Section 10.11. Severability.
- ----------------------------

In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 10.12. Effect of Headings, Table of Contents, etc.
- ----------------------------------------------------------

The Article and Section headings herein and the table of contents are for
convenience only and shall not affect the construction hereof.

Section 10.13. Successors and Assigns.
- --------------------------------------

All covenants and agreements of the Company in this Indenture and the
Securities shall bind its successors and assigns. All agreements of the Trustee
in this Indenture shall bind its successor.

Section 10.14. No Interpretation of Other Agreements.
- -----------------------------------------------------

This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or any Subsidiary. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

37<PAGE>

SIGNATURES

IN WITNESS WHEREOF, the parties hereto have executed this Indenture as of
the date first above written.

ADVANCED MICRO DEVICES, INC.

By____________________________
Name:
Title:

UNITED STATES TRUST COMPANY OF NEW YORK,
as Trustee

By____________________________
Name:
Title:

S-1<PAGE>

STATE OF CALIFORNIA )
) ss.
CITY OF SUNNYVALE )

On this _____ day of _____________, before me personally
came __________________, to me known, who being by me duly
sworn, did depose and say that he is _________________ of
Advanced Micro Devices, Inc., one of the entities described in
and which executed the above instrument; and that he signed his
name thereto by authority of the Board of Directors of such
entity.

______________________________
Notary Public

(Notarial Seal)

STATE OF NEW YORK )
) ss.
CITY OF NEW YORK )

On this _____ day of _____________, before me personally
came __________________, to me known, who being by me duly
sworn, did depose and say that he is Trust Officer of
United States Trust Company of New York, one of the entities described
in and which executed the above instrument; and that he signed his
name thereto by authority of the Board of Directors of such
entity.

______________________________
Notary Public

(Notarial Seal)

S-2

<TABLE>
ADVANCED MICRO DEVICES, INC.
STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND
EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

(in thousands, except ratio data)

<CAPTION>
Ratio of earnings to fixed charges Fiscal Years Ended
- ----------------------------------- ------------------------------------------------------------------- Quarter Quarter
December 31, December 30, December 29, December 27, December 26, Ended Ended
1989 1990 1991 1992 1993 3/28/93 3/27/94
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings:
Income before taxes 49,855 (53,552) 145,287 271,631 317,752 85,348 124,392
Fixed charges per below 28,242 29,282 34,859 31,848 17,871 5,139 3,803
Less interest capitalized (3,097) (11,876) (4,299) (6,026) (7,084) (1,876) (1,631)
Amortization of capitalized interest 1,460 1,697 2,420 2,953 3,758 837 1,135
-----------------------------------------------------------------------------------------
76,460 (34,449) 178,267 300,406 332,297 89,448 127,699
-----------------------------------------------------------------------------------------
Fixed charges:
Interest expense per annual report 15,790 8,282 20,880 17,227 2,701 1,082 739
Capitalized interest 3,097 11,876 4,299 6,026 7,084 1,876 1,631
Rent expense representative of interest 9,265 9,034 9,590 8,520 8,083 2,178 1,433
Amortization of financing cost 90 90 90 75 3 3 0
-----------------------------------------------------------------------------------------
28,242 29,282 34,859 31,848 17,871 5,139 3,803
-----------------------------------------------------------------------------------------
Ratio of earnings to fixed charges 2.71 (a) 5.11 9.43 18.59 17.41 33.58

Ratio of earnings to combined fixed
charges and preferred stock dividends
- ---------------------------------------

Earnings per above 76,460 (34,449) 178,267 300,406 332,297 89,448 127,699
-----------------------------------------------------------------------------------------
Fixed charges per above 28,242 29,282 34,859 31,848 17,871 5,139 3,803
"Grossed-up" Preferred stock dividends 11,250 10,350 10,350 11,500 14,375 3,593 3,806
-----------------------------------------------------------------------------------------
39,492 39,632 45,209 43,348 32,246 8,732 7,609
----------------------------------------------------------------------------------------
Earnings to fixed charges and preferred
stock dividend ratio 1.94 (a) 3.94 6.93 10.30 10.24 16.78

<FN>

(a) The amount of additional earnings required to cover fixed charges in the
fiscal year ended December 30, 1990, was $63,731,000. The amount of additional
earnings required to cover fixed charges and preferred stock dividends
in the fiscal year ended December 30, 1990, was $74,081,000.

</TABLE>

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3 No. 33-52943) and
related Prospectus of Advanced Micro Devices, Inc. and to the incorporation by
reference therein of our reports dated January 6, 1994, with respect to the
consolidated financial statements of Advanced Micro Devices, Inc. incorporated
by reference in its Annual Report (Form 10-K) for the year ended December 26,
1993, and the related financial statement schedules included therein, filed with
the Securities and Exchange Commission.

ERNST & YOUNG

San Jose, California
May 13, 1994