<PAGE>

   As filed with the Securities and Exchange Commission on March 21, 2001
                                                        Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                              __________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933


                               INTEL CORPORATION
            (Exact Name of Registrant as Specified in its Charter)

                Delaware                                 94-1672743
      (State or Other Jurisdiction                    (I.R.S. Employer
    of Incorporation or Organization)              Identification Number)

                          2200 Mission College Blvd.
                          Santa Clara, CA 95052-8119
              (Address of Principal Executive Offices) (Zip Code)


                      Nuron, Inc. 2000 Stock Option Plan

                        as assumed by Intel Corporation
                           (Full Title of the Plan)

                             F. THOMAS DUNLAP, JR.
             Senior Vice President, General Counsel and Secretary
                               Intel Corporation
                          2200 Mission College Blvd.
                          Santa Clara, CA 95052-8119
                    (Name and Address of Agent for Service)

                                (408) 765-8080
         (Telephone Number, Including Area Code, of Agent for Service)

                                  Copies to:

                            Ronald O. Mueller, ESQ.
                          Gibson, Dunn & Crutcher LLP
                    1050 Connecticut Avenue, NW, Suite 900
                             Washington, DC 20036
                                (202) 955-8500

<TABLE>
<CAPTION>
=========================================================================================================
                                     CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                                Proposed Maximum      Proposed Maximum      Amount of
  Title of Securities       Amount to Be       Offering Price Per        Aggregate         Registration
   to be registered         Registered (1)          Share(2)         Offering Price (2)       Fee (3)
---------------------------------------------------------------------------------------------------------
<S>                         <C>                <C>                   <C>                   <C>
Common Stock, par value
$0.001 per share.              262,356               $28.31              $7,427,298           $1,857
==========================================================================================================
</TABLE>

(1)  Pursuant to Rule 416(a), also covers additional securities that may be
     offered as a result of stock splits, stock dividends or similar
     transactions.
(2)  Estimated solely for the purpose of determining the registration fee.
(3)  Calculated pursuant to Rule 457(c) based upon the average of the high and
     low prices of the Common Stock on the Nasdaq National Market on March 16,
     2001 which was $28.31.
================================================================================
<PAGE>

                                 INTRODUCTION

         This Registration Statement on Form S-8 is filed by Intel Corporation,
a Delaware corporation (the "Company," "Corporation" or "Registrant"), relating
to 262,356 shares of its common stock, par value $0.001 per share (the "Common
Stock"), issuable to eligible employees of the Company under the Nuron, Inc.
2000 Stock Option Plan as assumed by Intel Corporation (the "Plan").

                                    PART I

               INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.
         ----------------

         Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.
         -----------------------------------------------------------

         Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following documents, which previously have been filed by the
Company with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference and made a part hereof:

         (i)   The Company's Annual Report on Form 10-K for the fiscal year
ended December 30, 2000;

         (ii)  The Company's Current Reports on Form 8-K, filed with the
Commission on January 17, 2001 and March 12, 2001; and

         (iii) The description of the Common Stock contained in Amendment No. 1
to the Company's Registration Statement on Form S-3 (Registration No. 33-56107),
filed with the Commission on April 18, 1995, including any amendment or report
filed for the purpose of updating such description.

         All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto, which indicates that all securities offered hereunder have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.

         For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities.
         -------------------------

         Not applicable.
<PAGE>

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Section 145 of the Delaware General Corporation Law (the "DGCL") makes
provision for the indemnification of officers and directors of corporations in
terms sufficiently broad to indemnify the officers and directors of the Company
under certain circumstances from liabilities (including reimbursement of
expenses incurred) arising under the Securities Act of 1933, as amended (the
"Act"). Section 102(b)(7) of the DGCL permits a corporation to provide in its
Certificate of Incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) in respect of certain unlawful
dividend payments or stock redemptions or repurchases, or (iv) for any
transaction from which the director derived an improper personal benefit.

         As permitted by the DGCL, the Company's Certificate of Incorporation
(the "Charter") provides that, to the fullest extent permitted by the DGCL or
decisional law, no director shall be personally liable to the Company or to its
stockholders for monetary damages for breach of his fiduciary duty as a
director. The effect of this provision in the Charter is to eliminate the rights
of the Company and its stockholders (through stockholders' derivative suits on
behalf of the Company) to recover monetary damages against a director for breach
of fiduciary duty as a director thereof (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described in
clauses (i)-(iv), inclusive, above. These provisions will not alter the
liability of directors under federal securities laws.

         The Company's Bylaws (the "Bylaws") provide that the Company shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative by reason of the fact that he
is or was a director, officer, employee or agent of the Company or is or was
serving at the request of the Company as a director, officer, employee or agent
of any other corporation or enterprise (including an employee benefit plan),
against all expenses, liability and loss (including attorneys' fees, judgments,
fines, excise taxes and penalties under the Employee Retirement Income Security
Act of 1974, as amended, and amounts paid or to be paid in settlement, and any
interest, assessments, or other charges imposed thereof, and any taxes imposed
on such person as a result of such payments) reasonably incurred or suffered by
such person in connection with investigating, defending, being a witness in, or
participating in (including on appeal), or preparing for any of the foregoing in
such action, suit or proceeding, to the fullest extent authorized by the DGCL,
provided that the Company shall indemnify such person in connection with any
such action, suit or proceeding initiated by such person only if authorized by
the Board of Directors of the Company or brought to enforce certain
indemnification rights.

         The Bylaws also provide that expenses incurred by an officer or
director of the Company (acting in his capacity as such) in defending any such
action, suit or proceeding shall be paid by the Company, provided that if
required by the DGCL such expenses shall be advanced only upon delivery to the
Company of an undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Company. Expenses incurred by other agents of the Company may
be advanced upon such terms and conditions as the Board of Directors of the
Company deems appropriate. Any obligation to reimburse the Company for expenses
advanced under such provisions shall be unsecured and no interest shall be
charged thereon.

         The Bylaws also provide that indemnification provided for in the Bylaws
shall not be deemed exclusive of any other rights to which the indemnified party
may be entitled; that any right of indemnification or protection provided under
the Bylaws shall not be adversely affected by any amendment, repeal, or
modification of the Bylaws; and that the Company may purchase and maintain
insurance to protect itself and any such person against any such expenses,
liability and loss, whether or

                                       3
<PAGE>

not the Company would have the power to indemnify such person against such
expenses, liability or loss under the DGCL or the Bylaws.

         In addition to the above, the Company has entered into indemnification
agreements with each of its directors and certain of its officers. The
indemnification agreements provide directors and officers with the same
indemnification by the Company as described above and assure directors and
officers that indemnification will continue to be provided despite future
changes in the Bylaws of the Company. The Company also provides indemnity
insurance pursuant to which officers and directors are indemnified or insured
against liability or loss under certain circumstances, which may include
liability or related loss under the Securities Act and the Exchange Act.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:

         The following exhibits are filed herewith:

Exhibit No.            Description
----------             -----------

4.1*                   Intel Corporation Restated Certificate of Incorporation
                       dated May 11, 1993, Certificate of Amendment to the
                       Restated Certificate of Incorporation dated June 2, 1997
                       (incorporated by reference to Exhibit 3.1 of Registrant's
                       Form 10-K as filed on March 27, 1998), and Certificate of
                       Amendment to the Restated Certificate of Incorporation
                       dated May 18, 2000 (incorporated by reference to Exhibit
                       3.1 of Registrant's Form 10-Q for the quarter ended July
                       1, 2000 as filed on August 14, 2000).

4.2*                   Intel Corporation Bylaws as amended (incorporated by
                       reference to Exhibit 3.1 of Registrant's Form 10-Q for
                       the quarter ended June 26, 1999 as filed on August 2,
                       1999).

4.3*                   Agreement to Provide Instruments Defining the Rights of
                       Security Holders (incorporated by reference to Exhibit
                       4.1 of Registrant's Form 10-K, Commission File No. 0-
                       6217, as filed on March 28, 1986).

5.1                    Legal Opinion of Gibson, Dunn & Crutcher LLP.

23.1                   Consent of Gibson, Dunn & Crutcher LLP (contained in
                       Exhibit 5.1).

23.2                   Consent of Ernst & Young LLP, Independent Auditors.

24.1                   Power of Attorney (contained on signature page hereto).

* Incorporated by reference.

Item 9.  Undertakings.
         ------------

         (1)   The undersigned Registrant hereby undertakes:

                                       4
<PAGE>

               (a)  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;

                         (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. Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of securities offered would not exceed
                    that which was registered) and any deviation from the low or
                    high and of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the
                    Commission pursuant to Rule 424(b) if, in the aggregate, the
                    changes in volume and price represent no more than a 20
                    percent change in the maximum aggregate offering price set
                    forth in the "Calculation of Registration Fee" table in the
                    effective 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 paragraphs (1)(a)(i) and (1)(a)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
         Act that are incorporated by reference in this registration statement.

               (b)  That, for the purpose of determining any liability under the
                    Securities Act, 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.

               (c)  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.

         (2)   The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.

         (3)   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, 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 Act
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 Act and will be governed by the final adjudication of
such issue.

                                       5
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, there-unto duly
authorized, in the City of Santa Clara, State of California, on this 21st day of
March, 2001.

                                   INTEL CORPORATION

                                   By: /s/ F. Thomas Dunlap, Jr.
                                      ---------------------------------------
                                       F. Thomas Dunlap, Jr.
                                       Senior Vice President, General Counsel
                                       and Secretary


     Each person whose signature appears below constitutes and appoints
F. Thomas Dunlap, Jr. and Andy D. Bryant, and each of them, his true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, severally, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                              Title                                    Date
---------                              -----                                    ----
<S>                                    <C>                                      <C>
/s/ Gordon E. Moore                    Chairman Emeritus and Director           March 21, 2001
------------------------------------
Gordon E. Moore


/s/ Andrew S. Grove                    Chairman of the Board                    March 21, 2001
------------------------------------
Andrew S. Grove


/s/ Craig R. Barrett                   President, and Chief Executive Officer   March 21, 2001
------------------------------------
Craig R. Barrett                       (Principal Executive Officer)


/s/ Andy D. Bryant                     Executive Vice President, Principal      March 21, 2001
------------------------------------
Andy D. Bryant                         Accounting and Chief Financial Officer
                                       and Enterprise Services Officer
                                       (Principal Financial and Accounting
                                       Officer)


/s/ John Browne                        Director                                 March 21, 2001
------------------------------------
John Browne


/s/ Winston H. Chen                    Director                                 March 21, 2001
------------------------------------
Winston H. Chen


/s/ D. James Guzy                      Director                                 March 21, 2001
------------------------------------
D. James Guzy
</TABLE>

                                       6
<PAGE>

<TABLE>
<S>                                     <C>                                      <C>
/s/ David S. Pottruck                   Director                                 March 21, 2001
------------------------------------
David S. Pottruck


/s/ Jane E. Shaw                        Director                                 March 21, 2001
------------------------------------
Jane E. Shaw


/s/ Leslie L. Vadasz                    Director                                 March 21, 2001
------------------------------------
Leslie L. Vadasz


/s/ David B. Yoffie                     Director                                 March 21, 2001
------------------------------------
David B. Yoffie


/s/ Charles E. Young                    Director                                 March 21, 2001
------------------------------------
Charles E. Young
</TABLE>

                                       7
<PAGE>

                               INDEX TO EXHIBITS


Exhibit No.   Description
----------    -----------

    5.1       Legal Opinion of Gibson, Dunn & Crutcher LLP.
   23.1       Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1).
   23.2       Consent of Ernst & Young LLP, Independent Auditors.
   24.1       Power of Attorney (contained on signature page hereto).

                                       8
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 24229}]
{"company-data": {"conformed-name": "INTEL CORP", "cik": "0000050863", "assigned-sic": "3674", "irs-number": "941672743", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57366", "film-number": "1573922"}, "business-address": {"street1": "2200 MISSION COLLEGE BLVD", "city": "SANTA CLARA", "state": "CA", "zip": "95052", "phone": "4087658080"}, "mail-address": {"street1": "2200 MISSION COLLEGE BLVD", "street2": "RN6-27", "city": "SANTA CLARA", "state": "CA", "zip": "95052-8119"}}
As filed with the Securities and Exchange Commission on March 21, 2001
                                                        Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                              __________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                               INTEL CORPORATION
            (Exact Name of Registrant as Specified in its Charter)

                Delaware                                 94-1672743
      (State or Other Jurisdiction                    (I.R.S. Employer
    of Incorporation or Organization)              Identification Number)

                          2200 Mission College Blvd.
                          Santa Clara, CA 95052-8119
              (Address of Principal Executive Offices) (Zip Code)

                      Nuron, Inc. 2000 Stock Option Plan

                        as assumed by Intel Corporation
                           (Full Title of the Plan)

                             F. THOMAS DUNLAP, JR.
             Senior Vice President, General Counsel and Secretary
                               Intel Corporation
                          2200 Mission College Blvd.
                          Santa Clara, CA 95052-8119
                    (Name and Address of Agent for Service)

                                (408) 765-8080
         (Telephone Number, Including Area Code, of Agent for Service)

                                  Copies to:

                            Ronald O. Mueller, ESQ.
                          Gibson, Dunn & Crutcher LLP
                    1050 Connecticut Avenue, NW, Suite 900
                             Washington, DC 20036
                                (202) 955-8500
=========================================================================================================
                                     CALCULATION OF REGISTRATION FEE
=========================================================================================================
                                                Proposed Maximum      Proposed Maximum      Amount of
  Title of Securities       Amount to Be       Offering Price Per        Aggregate         Registration
   to be registered         Registered (1)          Share(2)         Offering Price (2)       Fee (3)
---------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.001 per share.              262,356               $28.31              $7,427,298           $1,857
==========================================================================================================
(1)  Pursuant to Rule 416(a), also covers additional securities that may be
     offered as a result of stock splits, stock dividends or similar
     transactions.
(2)  Estimated solely for the purpose of determining the registration fee.
(3)  Calculated pursuant to Rule 457(c) based upon the average of the high and
     low prices of the Common Stock on the Nasdaq National Market on March 16,
     2001 which was $28.31.
================================================================================
INTRODUCTION

         This Registration Statement on Form S-8 is filed by Intel Corporation,
a Delaware corporation (the "Company," "Corporation" or "Registrant"), relating
to 262,356 shares of its common stock, par value $0.001 per share (the "Common
Stock"), issuable to eligible employees of the Company under the Nuron, Inc.
2000 Stock Option Plan as assumed by Intel Corporation (the "Plan").

                                    PART I

               INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.
         ----------------

         Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.
         -----------------------------------------------------------

         Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following documents, which previously have been filed by the
Company with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference and made a part hereof:

         (i)   The Company's Annual Report on Form 10-K for the fiscal year
ended December 30, 2000;

         (ii)  The Company's Current Reports on Form 8-K, filed with the
Commission on January 17, 2001 and March 12, 2001; and

         (iii) The description of the Common Stock contained in Amendment No. 1
to the Company's Registration Statement on Form S-3 (Registration No. 33-56107),
filed with the Commission on April 18, 1995, including any amendment or report
filed for the purpose of updating such description.

         All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment hereto, which indicates that all securities offered hereunder have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.

         For purposes of this Registration Statement, any document or any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded to the extent
that a subsequently filed document or a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
herein by reference modifies or supersedes such document or such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities.
         -------------------------

         Not applicable.
Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Section 145 of the Delaware General Corporation Law (the "DGCL") makes
provision for the indemnification of officers and directors of corporations in
terms sufficiently broad to indemnify the officers and directors of the Company
under certain circumstances from liabilities (including reimbursement of
expenses incurred) arising under the Securities Act of 1933, as amended (the
"Act"). Section 102(b)(7) of the DGCL permits a corporation to provide in its
Certificate of Incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) in respect of certain unlawful
dividend payments or stock redemptions or repurchases, or (iv) for any
transaction from which the director derived an improper personal benefit.

         As permitted by the DGCL, the Company's Certificate of Incorporation
(the "Charter") provides that, to the fullest extent permitted by the DGCL or
decisional law, no director shall be personally liable to the Company or to its
stockholders for monetary damages for breach of his fiduciary duty as a
director. The effect of this provision in the Charter is to eliminate the rights
of the Company and its stockholders (through stockholders' derivative suits on
behalf of the Company) to recover monetary damages against a director for breach
of fiduciary duty as a director thereof (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described in
clauses (i)-(iv), inclusive, above. These provisions will not alter the
liability of directors under federal securities laws.

         The Company's Bylaws (the "Bylaws") provide that the Company shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative by reason of the fact that he
is or was a director, officer, employee or agent of the Company or is or was
serving at the request of the Company as a director, officer, employee or agent
of any other corporation or enterprise (including an employee benefit plan),
against all expenses, liability and loss (including attorneys' fees, judgments,
fines, excise taxes and penalties under the Employee Retirement Income Security
Act of 1974, as amended, and amounts paid or to be paid in settlement, and any
interest, assessments, or other charges imposed thereof, and any taxes imposed
on such person as a result of such payments) reasonably incurred or suffered by
such person in connection with investigating, defending, being a witness in, or
participating in (including on appeal), or preparing for any of the foregoing in
such action, suit or proceeding, to the fullest extent authorized by the DGCL,
provided that the Company shall indemnify such person in connection with any
such action, suit or proceeding initiated by such person only if authorized by
the Board of Directors of the Company or brought to enforce certain
indemnification rights.

         The Bylaws also provide that expenses incurred by an officer or
director of the Company (acting in his capacity as such) in defending any such
action, suit or proceeding shall be paid by the Company, provided that if
required by the DGCL such expenses shall be advanced only upon delivery to the
Company of an undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Company. Expenses incurred by other agents of the Company may
be advanced upon such terms and conditions as the Board of Directors of the
Company deems appropriate. Any obligation to reimburse the Company for expenses
advanced under such provisions shall be unsecured and no interest shall be
charged thereon.

         The Bylaws also provide that indemnification provided for in the Bylaws
shall not be deemed exclusive of any other rights to which the indemnified party
may be entitled; that any right of indemnification or protection provided under
the Bylaws shall not be adversely affected by any amendment, repeal, or
modification of the Bylaws; and that the Company may purchase and maintain
insurance to protect itself and any such person against any such expenses,
liability and loss, whether or

                                       3
not the Company would have the power to indemnify such person against such
expenses, liability or loss under the DGCL or the Bylaws.

         In addition to the above, the Company has entered into indemnification
agreements with each of its directors and certain of its officers. The
indemnification agreements provide directors and officers with the same
indemnification by the Company as described above and assure directors and
officers that indemnification will continue to be provided despite future
changes in the Bylaws of the Company. The Company also provides indemnity
insurance pursuant to which officers and directors are indemnified or insured
against liability or loss under certain circumstances, which may include
liability or related loss under the Securities Act and the Exchange Act.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:

         The following exhibits are filed herewith:

Exhibit No.            Description
----------             -----------

4.1*                   Intel Corporation Restated Certificate of Incorporation
                       dated May 11, 1993, Certificate of Amendment to the
                       Restated Certificate of Incorporation dated June 2, 1997
                       (incorporated by reference to Exhibit 3.1 of Registrant's
                       Form 10-K as filed on March 27, 1998), and Certificate of
                       Amendment to the Restated Certificate of Incorporation
                       dated May 18, 2000 (incorporated by reference to Exhibit
                       3.1 of Registrant's Form 10-Q for the quarter ended July
                       1, 2000 as filed on August 14, 2000).

4.2*                   Intel Corporation Bylaws as amended (incorporated by
                       reference to Exhibit 3.1 of Registrant's Form 10-Q for
                       the quarter ended June 26, 1999 as filed on August 2,
                       1999).

4.3*                   Agreement to Provide Instruments Defining the Rights of
                       Security Holders (incorporated by reference to Exhibit
                       4.1 of Registrant's Form 10-K, Commission File No. 0-
                       6217, as filed on March 28, 1986).

5.1                    Legal Opinion of Gibson, Dunn & Crutcher LLP.

23.1                   Consent of Gibson, Dunn & Crutcher LLP (contained in
                       Exhibit 5.1).

23.2                   Consent of Ernst & Young LLP, Independent Auditors.

24.1                   Power of Attorney (contained on signature page hereto).

* Incorporated by reference.

Item 9.  Undertakings.
         ------------

         (1)   The undersigned Registrant hereby undertakes:

                                       4
(a)  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;

                         (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. Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of securities offered would not exceed
                    that which was registered) and any deviation from the low or
                    high and of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the
                    Commission pursuant to Rule 424(b) if, in the aggregate, the
                    changes in volume and price represent no more than a 20
                    percent change in the maximum aggregate offering price set
                    forth in the "Calculation of Registration Fee" table in the
                    effective 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 paragraphs (1)(a)(i) and (1)(a)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
         Act that are incorporated by reference in this registration statement.

               (b)  That, for the purpose of determining any liability under the
                    Securities Act, 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.

               (c)  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.

         (2)   The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.

         (3)   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, 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 Act
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 Act and will be governed by the final adjudication of
such issue.

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, there-unto duly
authorized, in the City of Santa Clara, State of California, on this 21st day of
March, 2001.

                                   INTEL CORPORATION

                                   By: /s/ F. Thomas Dunlap, Jr.
                                      ---------------------------------------
                                       F. Thomas Dunlap, Jr.
                                       Senior Vice President, General Counsel
                                       and Secretary

     Each person whose signature appears below constitutes and appoints
F. Thomas Dunlap, Jr. and Andy D. Bryant, and each of them, his true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, severally, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                              Title                                    Date
---------                              -----                                    ----
/s/ Gordon E. Moore                    Chairman Emeritus and Director           March 21, 2001
------------------------------------
Gordon E. Moore

/s/ Andrew S. Grove                    Chairman of the Board                    March 21, 2001
------------------------------------
Andrew S. Grove

/s/ Craig R. Barrett                   President, and Chief Executive Officer   March 21, 2001
------------------------------------
Craig R. Barrett                       (Principal Executive Officer)

/s/ Andy D. Bryant                     Executive Vice President, Principal      March 21, 2001
------------------------------------
Andy D. Bryant                         Accounting and Chief Financial Officer
                                       and Enterprise Services Officer
                                       (Principal Financial and Accounting
                                       Officer)

/s/ John Browne                        Director                                 March 21, 2001
------------------------------------
John Browne

/s/ Winston H. Chen                    Director                                 March 21, 2001
------------------------------------
Winston H. Chen

/s/ D. James Guzy                      Director                                 March 21, 2001
------------------------------------
D. James Guzy
6
/s/ David S. Pottruck                   Director                                 March 21, 2001
------------------------------------
David S. Pottruck

/s/ Jane E. Shaw                        Director                                 March 21, 2001
------------------------------------
Jane E. Shaw

/s/ Leslie L. Vadasz                    Director                                 March 21, 2001
------------------------------------
Leslie L. Vadasz

/s/ David B. Yoffie                     Director                                 March 21, 2001
------------------------------------
David B. Yoffie

/s/ Charles E. Young                    Director                                 March 21, 2001
------------------------------------
Charles E. Young
7
INDEX TO EXHIBITS

Exhibit No.   Description
----------    -----------

    5.1       Legal Opinion of Gibson, Dunn & Crutcher LLP.
   23.1       Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1).
   23.2       Consent of Ernst & Young LLP, Independent Auditors.
   24.1       Power of Attorney (contained on signature page hereto).

                                       8