The Consent Solicitation Statement describes proposed amendments to the indenture which permit AMD's wholly-owned subsidiary, Vantis Corporation, to adopt equity-based incentive plans for the directors, officers and employees of Vantis. The proposed amendments also modify certain restrictive covenants contained in the indenture to permit, among other things, an initial public offering of all or any portion of AMD's equity interests in Vantis or an issuance or exchange of Vantis equity interests for interests in other entities without compliance with certain financial tests currently set forth in the indenture. The proposed amendments will take effect only if certain conditions are satisfied, including the receipt by AMD of consents from holders of at least a majority in aggregate principal amount of the notes.

The consent solicitation will expire at 5 p.m. (Eastern Standard Time) on January 8, 1999, unless extended by AMD in its sole discretion.

In connection with the consent solicitation, Morrow & Co., Inc. is serving as the Information Agent; Firstar Bank of Minnesota, N.A. is serving as the Tabulation Agent; and Donaldson, Lufkin & Jenrette Securities Corporation is serving as the Financial Advisor. Requests for assistance or for additional documents should be directed to the Information Agent at (212) 754-8000 (collect) or (800) 566-9061 (toll-free).