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EXHIBIT B

CLOSING CERTIFICATE OF OFFICERS

OF

ADVANCED MICRO DEVICES, INC.

I am the duly elected, qualified and acting

______________________, of Advanced Micro Devices, Inc., a Delaware

corporation ("AMD").

I hereby certify that, to the best of my knowledge, the

representations and warranties contained in section 6.2 of the

Joint Venture Agreement by and between Advanced Micro Devices, Inc.

and Fujitsu, Limited, dated __________, and the representation and

warranties contained in section 3.1 of the Investment Agreement of

Fujitsu Limited into Advanced Micro Devices, Inc., dated

____________, remain true and correct as of the date hereof.

IN WITNESS WHEREOF, I have executed this Certificate on this

___ day of ________, 199___.

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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994