As  filed with the Securities and Exchange Commission on May  11,
2005
                                Registration No. 333-____________

                          UNITED STATES
               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.                  95052-8119
         Santa Clara, CA                       (Zip Code)
 (Address of Principal Executive
            Offices)

     Oplus Technologies Inc. 2003 Israeli Share Option Plan
      Oplus Technologies Inc. 2003 Global Share Option Plan
                   (Full Titles of the Plans)

                      CARY I. KLAFTER, ESQ.
                  Vice President 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:

                    RICHARD S. MILLARD, ESQ.
                   Weil, Gotshal & Manges LLP
              201 Redwood Shores Parkway, 5th Floor
                    Redwood Shores, CA 94065
                         (650) 802-3000

----------------------------------------------------------------
                 CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------
 Title of    Amount to   Proposed     Proposed       Amount of
Securities      be       Maximum       Maximum      Registration
  to be     Registered   Offering     Aggregate       Fee (3)
Registered      (1)     Price Per  Offering Price
                        Share (2)        (2)
----------   --------    --------     --------        --------
Common
Stock, par    325,000     $2.75      $893,750.00      $105.19
value
$0.001 per
share
----------------------------------------------------------------
(1)  In  addition,  pursuant to Rule 416(a) under the  Securities
     Act  of  1933,  as  amended  (the  "Securities  Act"),  this
     Registration  Statement  shall  also  cover  any  additional
     shares  of  Registrant's  common stock  in  respect  of  the
     securities identified in the above table as a result of  any
     stock  dividend,  stock  split,  recapitalization  or  other
     similar transaction.

(2)  Estimated   solely  for  the  purpose  of  calculating   the
     registration fee.

(3)  Calculated solely for purposes of this offering pursuant  to
     Rule  457(h)  of  the Securities Act on  the  basis  of  the
     maximum  offering  price  per share underlying  the  options
     issued pursuant to the Plans.

<PAGE>

                          INTRODUCTION

      This  Registration Statement on Form S-8 is filed by  Intel
Corporation,  a  Delaware corporation (the "Corporation"  or  the
"Registrant"),  relating to 325,000 shares of its  common  stock,
par  value  $0.001  per share (the "Common Stock"),  issuable  to
eligible   employees   of  the  Corporation   under   the   Oplus
Technologies  Inc 2003 Israeli Share Option Plan  and  the  Oplus
Technologies Inc. 2003 Global Share Option Plan, each as  assumed
by the Corporation (the "Plans").

                             PART I

      INFORMATION REQUIRED IN THE 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 of the Registrant heretofore filed  with
the  Securities  and Exchange Commission (the  "Commission")  are
hereby incorporated by reference and made a part hereof:

(1)  The  Registrant's Annual Report on Form 10-K for the  fiscal
     year  ended December 25, 2004, filed with the Commission  on
     February 22, 2005, File No. 000-06217;

(2)  The  Registrant's  Quarterly Report on  Form  10-Q  for  the
     quarter  ended  April 2, 2005, filed with the Commission  on
     May 11, 2005, File No. 000-06217;

(3)  The  Registrant's Current Reports on Form 8-K filed with the
     Commission on December 28, 2004; January 11, 2005;  February
     8,  2005; March 10, 2005; and April 19, 2005, File No.  000-
     06217; and

(4)  The  description  of the Common Stock set  forth  under  the
     caption  "Description of Capital Stock" in the  Registrant's
     Registration Statement on Form S-3, as amended,  filed  with
     the  Commission  on  April  18,  1995,  File  No.  33-56107,
     together  with  any  amendment  or  report  filed  with  the
     Commission for the purpose of updating such description.

<PAGE>

      All  reports and other documents subsequently filed by  the
Registrant pursuant to Sections 13(a) and 13(c), 14 or  15(d)  of
the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act")  prior  to  the filing of a post-effective amendment  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  in  this  Registration
Statement and to be a part hereof from the date of filing of such
reports and documents.

      For  purposes of this Registration Statement, any statement
contained  herein or in a document incorporated or deemed  to  be
incorporated by reference herein shall be deemed to  be  modified
or  superseded to the extent that a statement contained herein or
in  any  other subsequently filed document which also  is  or  is
deemed  to  be  incorporated  by  reference  herein  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  Corporation  under
certain  circumstances from liabilities (including  reimbursement
of  expenses incurred) arising under the Securities 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 Corporation'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 Corporation 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 Corporation and  its  stockholders
(through  stockholders'  derivative  suits  on  behalf   of   the
Corporation)  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),

<PAGE>

inclusive, above.  These provisions will not alter the  liability
of directors under federal securities laws.

      The  Corporation's Bylaws (the "Bylaws") provide  that  the
Corporation 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 Corporation
or  is  or  was  serving at the request of the Corporation  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, ERISA excise taxes and penalties, 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 Corporation 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
Corporation or brought to enforce certain indemnification rights.

     The Bylaws also provide that expenses incurred by an officer
or  director of the Corporation (acting in his capacity as  such)
in defending any such action, suit or proceeding shall be paid by
the  Corporation,  provided that if required  by  the  DGCL  such
expenses  shall be advanced only upon delivery to the Corporation
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 Corporation.   Expenses
incurred by other agents of the Corporation may be advanced  upon
such  terms  and  conditions as the Board  of  Directors  of  the
Corporation  deems appropriate.  Any obligation to reimburse  the
Corporation 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 Corporation may purchase and maintain
insurance to protect itself and any such person against any  such
expenses,  liability  and loss, whether or  not  the  Corporation
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 Corporation 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
Corporation as described above and assure directors and  officers
that  indemnification will continue to be provided despite future
changes  in the Bylaws of the Corporation.  The Corporation  also
provides indemnity insurance

<PAGE>

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  Corporation   with   the
Commission, each of the following exhibits is filed herewith:

Exhibit No.    Exhibit Description

4.1*                       Intel   Corporation  Second   Restated
               Certificate of Incorporation dated March 13,  2003
               (incorporated by reference to Exhibit 3.1  of  the
               Corporation's  Form 10-Q for the quarterly  period
               ended March 29, 2003, as filed with the Commission
               on May 7, 2003, File No. 000-06217).

4.2*                      Intel  Corporation Bylaws, as  amended,
               (incorporated by reference to Exhibit 3.1  of  the
               Corporation's   Form  8-K,  as  filed   with   the
               Commission  on  November 15, 2004, File  No.  000-
               06217).

5.1                       Legal Opinion of Weil, Gotshal & Manges
               LLP

23.1                       Consent   of   Ernst  &   Young   LLP,
               Independent Registered Public Accounting Firm

23.2                      Consent  of Weil, Gotshal & Manges  LLP
               (contained in Exhibit 5.1)

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

*Incorporated by reference

<PAGE>

Item 9.        Undertakings

(1)            The undersigned Registrant hereby undertakes:

          (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  with  or  furnished  to  the  Commission  by  the
Registrant  pursuant to Section 13 or 15(d) of the  Exchange  Act
that are incorporated by reference in the 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.

<PAGE>

          (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  15(d) of the Exchange Act (and,  where
     applicable, each filing of an employee benefit plan's annual
     report  pursuant to 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  Commission   such
     indemnification is against public policy as expressed in the
     Securities  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  Securities Act and will be governed  by  the  final
     adjudication of such issue.

<PAGE>

                           SIGNATURES

       Pursuant  to  the  requirements  of  the  Securities  Act,
Registrant  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, thereunto duly authorized, in the City
of  Santa  Clara, State of California, on this 11th day  of  May,
2005.

                            INTEL CORPORATION

                            By:  /s/Andy D. Bryant
                                 ---------------------------
                                 Andy D. Bryant
                                 Executive Vice President,
                                 Chief Financial and
                                 Enterprise Services Officer

      Each  person whose signature appears below constitutes  and
appoints D. Bruce Sewell, Andy D. Bryant, and Cary I. Klafter 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.

        [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

<PAGE>

      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/Andrew S. Grove      Chairman of the Board and   May 11, 2005
Andrew S. Grove         Director

/s/Craig R. Barrett     Chief Executive Officer     May 11, 2005
Craig R. Barrett        and Director

/s/Paul S. Otellini     President, Chief Operating  May 11, 2005
Paul S. Otellini        Officer and Director

/s/Charlene Barshefsky  Director                    May 11, 2005
Charlene Barshefsky

/s/E. John P. Browne    Director                    May 11, 2005
E. John P. Browne

/s/Andy D. Bryant       Executive Vice President,   May 11, 2005
Andy D. Bryant          Chief   Financial  officer
                        and  Principal  Accounting
                        Officer

/s/D. James Guzy        Director                    May 11, 2005
D. James Guzy

/s/Reed E. Hundt        Director                    May 11, 2005
Reed E. Hundt

/s/David S. Pottruck    Director                    May 11, 2005
David S. Pottruck

/s/Jane E. Shaw         Director                    May 11, 2005
Jane E. Shaw

/s/John L. Thornton     Director                    May 11, 2005
John L. Thornton

/s/David B. Yoffie      Director                    May 11, 2005
David B. Yoffie

<PAGE>

                          EXHIBIT INDEX

Exhibit No.    Exhibit Description

4.1*                       Intel   Corporation  Second   Restated
               Certificate of Incorporation dated March 13,  2003
               (incorporated by reference to Exhibit 3.1  of  the
               Corporation's  Form 10-Q for the quarterly  period
               ended March 29, 2003, as filed with the Commission
               on May 7, 2003, File No. 000-06217).

4.2*                      Intel  Corporation Bylaws, as  amended,
               (incorporated by reference to Exhibit 3.1  of  the
               Corporation's   Form  8-K,  as  filed   with   the
               Commission  on  November 15, 2004, File  No.  000-
               06217).

5.1                       Legal Opinion of Weil, Gotshal & Manges
               LLP

23.1                       Consent   of   Ernst  &   Young   LLP,
               Independent Registered Public Accounting Firm

23.2                      Consent  of Weil, Gotshal & Manges  LLP
               (contained in Exhibit 5.1)

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

*Incorporated by reference<PAGE>

                                                      EXHIBIT 5.1

                          May 11, 2005

Intel Corporation
2200 Mission College Boulevard
Santa Clara, California 95052

Ladies and Gentlemen:

      We  have  acted as counsel to Intel Corporation, a Delaware
corporation  (the "Company"), in connection with the  preparation
and  filing  with the Securities and Exchange Commission  of  the
Company's  Registration Statement on Form S-8 (the  "Registration
Statement")  under the Securities Act of 1933, as  amended,  with
respect  to the registration of 325,000 shares (the "Shares")  of
common  stock, par value $0.001 per share, of the Company subject
to issuance by the Company upon exercise of options granted under
the  Oplus Technologies Inc. 2003 Israeli Share Option  Plan  and
the  Oplus  Technologies Inc. 2003 Global Share Option Plan  (the
"Plans"), each as assumed by the Company pursuant to the terms of
the Certificate of Merger, dated April 7, 2005, by and between  8
Corporation,  a Delaware corporation and wholly-owned  subsidiary
of   the  Company,  and  Oplus  Technologies,  Inc.,  a  Delaware
corporation.   Capitalized terms used but not  otherwise  defined
herein  shall  have the meanings ascribed to such  terms  in  the
Registration Statement.

       In  so  acting,  we  have  examined  originals  or  copies
(certified  or otherwise identified to our satisfaction)  of  the
Registration  Statement,  the Plans and such  corporate  records,
agreements,   documents   and   other   instruments,   and   such
certificates or comparable documents of public officials  and  of
officers  and representatives of the Company, and have made  such
inquiries of such officers and representatives, as we have deemed
relevant  and  necessary as a basis for the opinions  hereinafter
set forth.

      In such examination, we have assumed the genuineness of all
signatures,  the  legal  capacity of  all  natural  persons,  the
authenticity  of all documents submitted to us as originals,  the
conformity to original documents of all documents submitted to us
as   certified,   conformed  or  photostatic   copies   and   the
authenticity  of the originals of such latter documents.   As  to
all  questions of fact material to these opinions that  have  not
been  independently established, we have relied upon certificates
or  comparable documents of officers and representatives  of  the
Company.

<PAGE> 2

      Based  on  the foregoing, and subject to the qualifications
stated  herein, we are of the opinion that the Shares  have  been
duly  authorized and, when issued and paid for in accordance with
the  terms of the Plans, will be validly issued, fully  paid  and
nonassessable.

     We hereby consent to the use of this letter as an exhibit to
the Registration Statement.

                                 Very truly yours,

                                 /s/ Weil, Gotshal & Manges LLP


<PAGE>

                                                     EXHIBIT 23.1

   CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC
                         ACCOUNTING FIRM

We  consent to the incorporation by reference in the Registration
Statement  (Form  S-8) pertaining to the Oplus Technologies  Inc.
2003  Israeli  Share Option Plan and the Oplus Technologies  Inc.
2003  Global  Share Option Plan, as assumed by Intel Corporation,
of  our  reports  dated February 15, 2005, with  respect  to  the
consolidated   financial  statements  and   schedule   of   Intel
Corporation,  Intel Corporation management's  assessment  of  the
effectiveness  of internal control over financial reporting,  and
the effectiveness of internal control over financial reporting of
Intel Corporation, included in its Annual Report (Form 10-K)  for
the  year ended December 25, 2004, filed with the Securities  and
Exchange Commission.

                                    /s/ Ernst & Young LLP
San Jose, California
May 5, 2005
[{"type": "S-8", "sequence": "1", "filename": "oplustest.txt", "secsgml_size_bytes": 27395}]
{"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": "333-124805", "film-number": "05820741"}, "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 May  11,
2005
                                Registration No. 333-____________

                          UNITED STATES
               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.                  95052-8119
         Santa Clara, CA                       (Zip Code)
 (Address of Principal Executive
            Offices)

     Oplus Technologies Inc. 2003 Israeli Share Option Plan
      Oplus Technologies Inc. 2003 Global Share Option Plan
                   (Full Titles of the Plans)

                      CARY I. KLAFTER, ESQ.
                  Vice President 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:

                    RICHARD S. MILLARD, ESQ.
                   Weil, Gotshal & Manges LLP
              201 Redwood Shores Parkway, 5th Floor
                    Redwood Shores, CA 94065
                         (650) 802-3000

----------------------------------------------------------------
                 CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------
 Title of    Amount to   Proposed     Proposed       Amount of
Securities      be       Maximum       Maximum      Registration
  to be     Registered   Offering     Aggregate       Fee (3)
Registered      (1)     Price Per  Offering Price
                        Share (2)        (2)
----------   --------    --------     --------        --------
Common
Stock, par    325,000     $2.75      $893,750.00      $105.19
value
$0.001 per
share
----------------------------------------------------------------
(1)  In  addition,  pursuant to Rule 416(a) under the  Securities
     Act  of  1933,  as  amended  (the  "Securities  Act"),  this
     Registration  Statement  shall  also  cover  any  additional
     shares  of  Registrant's  common stock  in  respect  of  the
     securities identified in the above table as a result of  any
     stock  dividend,  stock  split,  recapitalization  or  other
     similar transaction.

(2)  Estimated   solely  for  the  purpose  of  calculating   the
     registration fee.

(3)  Calculated solely for purposes of this offering pursuant  to
     Rule  457(h)  of  the Securities Act on  the  basis  of  the
     maximum  offering  price  per share underlying  the  options
     issued pursuant to the Plans.
INTRODUCTION

      This  Registration Statement on Form S-8 is filed by  Intel
Corporation,  a  Delaware corporation (the "Corporation"  or  the
"Registrant"),  relating to 325,000 shares of its  common  stock,
par  value  $0.001  per share (the "Common Stock"),  issuable  to
eligible   employees   of  the  Corporation   under   the   Oplus
Technologies  Inc 2003 Israeli Share Option Plan  and  the  Oplus
Technologies Inc. 2003 Global Share Option Plan, each as  assumed
by the Corporation (the "Plans").

                             PART I

      INFORMATION REQUIRED IN THE 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 of the Registrant heretofore filed  with
the  Securities  and Exchange Commission (the  "Commission")  are
hereby incorporated by reference and made a part hereof:

(1)  The  Registrant's Annual Report on Form 10-K for the  fiscal
     year  ended December 25, 2004, filed with the Commission  on
     February 22, 2005, File No. 000-06217;

(2)  The  Registrant's  Quarterly Report on  Form  10-Q  for  the
     quarter  ended  April 2, 2005, filed with the Commission  on
     May 11, 2005, File No. 000-06217;

(3)  The  Registrant's Current Reports on Form 8-K filed with the
     Commission on December 28, 2004; January 11, 2005;  February
     8,  2005; March 10, 2005; and April 19, 2005, File No.  000-
     06217; and

(4)  The  description  of the Common Stock set  forth  under  the
     caption  "Description of Capital Stock" in the  Registrant's
     Registration Statement on Form S-3, as amended,  filed  with
     the  Commission  on  April  18,  1995,  File  No.  33-56107,
     together  with  any  amendment  or  report  filed  with  the
     Commission for the purpose of updating such description.
All  reports and other documents subsequently filed by  the
Registrant pursuant to Sections 13(a) and 13(c), 14 or  15(d)  of
the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act")  prior  to  the filing of a post-effective amendment  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  in  this  Registration
Statement and to be a part hereof from the date of filing of such
reports and documents.

      For  purposes of this Registration Statement, any statement
contained  herein or in a document incorporated or deemed  to  be
incorporated by reference herein shall be deemed to  be  modified
or  superseded to the extent that a statement contained herein or
in  any  other subsequently filed document which also  is  or  is
deemed  to  be  incorporated  by  reference  herein  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  Corporation  under
certain  circumstances from liabilities (including  reimbursement
of  expenses incurred) arising under the Securities 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 Corporation'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 Corporation 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 Corporation and  its  stockholders
(through  stockholders'  derivative  suits  on  behalf   of   the
Corporation)  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  Corporation's Bylaws (the "Bylaws") provide  that  the
Corporation 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 Corporation
or  is  or  was  serving at the request of the Corporation  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, ERISA excise taxes and penalties, 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 Corporation 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
Corporation or brought to enforce certain indemnification rights.

     The Bylaws also provide that expenses incurred by an officer
or  director of the Corporation (acting in his capacity as  such)
in defending any such action, suit or proceeding shall be paid by
the  Corporation,  provided that if required  by  the  DGCL  such
expenses  shall be advanced only upon delivery to the Corporation
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 Corporation.   Expenses
incurred by other agents of the Corporation may be advanced  upon
such  terms  and  conditions as the Board  of  Directors  of  the
Corporation  deems appropriate.  Any obligation to reimburse  the
Corporation 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 Corporation may purchase and maintain
insurance to protect itself and any such person against any  such
expenses,  liability  and loss, whether or  not  the  Corporation
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 Corporation 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
Corporation as described above and assure directors and  officers
that  indemnification will continue to be provided despite future
changes  in the Bylaws of the Corporation.  The Corporation  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  Corporation   with   the
Commission, each of the following exhibits is filed herewith:

Exhibit No.    Exhibit Description

4.1*                       Intel   Corporation  Second   Restated
               Certificate of Incorporation dated March 13,  2003
               (incorporated by reference to Exhibit 3.1  of  the
               Corporation's  Form 10-Q for the quarterly  period
               ended March 29, 2003, as filed with the Commission
               on May 7, 2003, File No. 000-06217).

4.2*                      Intel  Corporation Bylaws, as  amended,
               (incorporated by reference to Exhibit 3.1  of  the
               Corporation's   Form  8-K,  as  filed   with   the
               Commission  on  November 15, 2004, File  No.  000-
               06217).

5.1                       Legal Opinion of Weil, Gotshal & Manges
               LLP

23.1                       Consent   of   Ernst  &   Young   LLP,
               Independent Registered Public Accounting Firm

23.2                      Consent  of Weil, Gotshal & Manges  LLP
               (contained in Exhibit 5.1)

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

*Incorporated by reference
Item 9.        Undertakings

(1)            The undersigned Registrant hereby undertakes:

          (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  with  or  furnished  to  the  Commission  by  the
Registrant  pursuant to Section 13 or 15(d) of the  Exchange  Act
that are incorporated by reference in the 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  15(d) of the Exchange Act (and,  where
     applicable, each filing of an employee benefit plan's annual
     report  pursuant to 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  Commission   such
     indemnification is against public policy as expressed in the
     Securities  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  Securities Act and will be governed  by  the  final
     adjudication of such issue.
SIGNATURES

       Pursuant  to  the  requirements  of  the  Securities  Act,
Registrant  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, thereunto duly authorized, in the City
of  Santa  Clara, State of California, on this 11th day  of  May,
2005.

                            INTEL CORPORATION

                            By:  /s/Andy D. Bryant
                                 ---------------------------
                                 Andy D. Bryant
                                 Executive Vice President,
                                 Chief Financial and
                                 Enterprise Services Officer

      Each  person whose signature appears below constitutes  and
appoints D. Bruce Sewell, Andy D. Bryant, and Cary I. Klafter 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.

        [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
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/Andrew S. Grove      Chairman of the Board and   May 11, 2005
Andrew S. Grove         Director

/s/Craig R. Barrett     Chief Executive Officer     May 11, 2005
Craig R. Barrett        and Director

/s/Paul S. Otellini     President, Chief Operating  May 11, 2005
Paul S. Otellini        Officer and Director

/s/Charlene Barshefsky  Director                    May 11, 2005
Charlene Barshefsky

/s/E. John P. Browne    Director                    May 11, 2005
E. John P. Browne

/s/Andy D. Bryant       Executive Vice President,   May 11, 2005
Andy D. Bryant          Chief   Financial  officer
                        and  Principal  Accounting
                        Officer

/s/D. James Guzy        Director                    May 11, 2005
D. James Guzy

/s/Reed E. Hundt        Director                    May 11, 2005
Reed E. Hundt

/s/David S. Pottruck    Director                    May 11, 2005
David S. Pottruck

/s/Jane E. Shaw         Director                    May 11, 2005
Jane E. Shaw

/s/John L. Thornton     Director                    May 11, 2005
John L. Thornton

/s/David B. Yoffie      Director                    May 11, 2005
David B. Yoffie
EXHIBIT INDEX

Exhibit No.    Exhibit Description

4.1*                       Intel   Corporation  Second   Restated
               Certificate of Incorporation dated March 13,  2003
               (incorporated by reference to Exhibit 3.1  of  the
               Corporation's  Form 10-Q for the quarterly  period
               ended March 29, 2003, as filed with the Commission
               on May 7, 2003, File No. 000-06217).

4.2*                      Intel  Corporation Bylaws, as  amended,
               (incorporated by reference to Exhibit 3.1  of  the
               Corporation's   Form  8-K,  as  filed   with   the
               Commission  on  November 15, 2004, File  No.  000-
               06217).

5.1                       Legal Opinion of Weil, Gotshal & Manges
               LLP

23.1                       Consent   of   Ernst  &   Young   LLP,
               Independent Registered Public Accounting Firm

23.2                      Consent  of Weil, Gotshal & Manges  LLP
               (contained in Exhibit 5.1)

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

*Incorporated by reference
EXHIBIT 5.1

                          May 11, 2005

Intel Corporation
2200 Mission College Boulevard
Santa Clara, California 95052

Ladies and Gentlemen:

      We  have  acted as counsel to Intel Corporation, a Delaware
corporation  (the "Company"), in connection with the  preparation
and  filing  with the Securities and Exchange Commission  of  the
Company's  Registration Statement on Form S-8 (the  "Registration
Statement")  under the Securities Act of 1933, as  amended,  with
respect  to the registration of 325,000 shares (the "Shares")  of
common  stock, par value $0.001 per share, of the Company subject
to issuance by the Company upon exercise of options granted under
the  Oplus Technologies Inc. 2003 Israeli Share Option  Plan  and
the  Oplus  Technologies Inc. 2003 Global Share Option Plan  (the
"Plans"), each as assumed by the Company pursuant to the terms of
the Certificate of Merger, dated April 7, 2005, by and between  8
Corporation,  a Delaware corporation and wholly-owned  subsidiary
of   the  Company,  and  Oplus  Technologies,  Inc.,  a  Delaware
corporation.   Capitalized terms used but not  otherwise  defined
herein  shall  have the meanings ascribed to such  terms  in  the
Registration Statement.

       In  so  acting,  we  have  examined  originals  or  copies
(certified  or otherwise identified to our satisfaction)  of  the
Registration  Statement,  the Plans and such  corporate  records,
agreements,   documents   and   other   instruments,   and   such
certificates or comparable documents of public officials  and  of
officers  and representatives of the Company, and have made  such
inquiries of such officers and representatives, as we have deemed
relevant  and  necessary as a basis for the opinions  hereinafter
set forth.

      In such examination, we have assumed the genuineness of all
signatures,  the  legal  capacity of  all  natural  persons,  the
authenticity  of all documents submitted to us as originals,  the
conformity to original documents of all documents submitted to us
as   certified,   conformed  or  photostatic   copies   and   the
authenticity  of the originals of such latter documents.   As  to
all  questions of fact material to these opinions that  have  not
been  independently established, we have relied upon certificates
or  comparable documents of officers and representatives  of  the
Company.
2

      Based  on  the foregoing, and subject to the qualifications
stated  herein, we are of the opinion that the Shares  have  been
duly  authorized and, when issued and paid for in accordance with
the  terms of the Plans, will be validly issued, fully  paid  and
nonassessable.

     We hereby consent to the use of this letter as an exhibit to
the Registration Statement.

                                 Very truly yours,

                                 /s/ Weil, Gotshal & Manges LLP
EXHIBIT 23.1

   CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC
                         ACCOUNTING FIRM

We  consent to the incorporation by reference in the Registration
Statement  (Form  S-8) pertaining to the Oplus Technologies  Inc.
2003  Israeli  Share Option Plan and the Oplus Technologies  Inc.
2003  Global  Share Option Plan, as assumed by Intel Corporation,
of  our  reports  dated February 15, 2005, with  respect  to  the
consolidated   financial  statements  and   schedule   of   Intel
Corporation,  Intel Corporation management's  assessment  of  the
effectiveness  of internal control over financial reporting,  and
the effectiveness of internal control over financial reporting of
Intel Corporation, included in its Annual Report (Form 10-K)  for
the  year ended December 25, 2004, filed with the Securities  and
Exchange Commission.

                                    /s/ Ernst & Young LLP
San Jose, California
May 5, 2005