As filed with the Securities and Exchange Commission on February
2, 1998
                                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.                  95052-8119
         Santa Clara, CA                       (Zip Code)
 (Address of Principal Executive                    
            Offices)
                                
         Amended and Restated Chips & Technologies, Inc.
                     1994 Stock Option Plan
                 as assumed by Intel Corporation
                    (Full Title of the Plan)
                                
                      F. THOMAS DUNLAP, JR.
          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
  Title of     Amount to    Proposed     Proposed     Amount of
Securities to      be        Maximum     Maximum    Registration
be Registered  Registered   Offering    Aggregate      Fee (3)
     (1)          (1)       Price Per    Offering
                              Share     Price (2)
Common Stock,                                             
par value       700,000      $77.50    $54,250,000     $16,004
$0.001 per
share

(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 January 26, 1998, which was $77.50.
     
<PAGE> II-1

                          INTRODUCTION
                                
This  Registration  Statement on  Form  S-8  is  filed  by  Intel
Corporation, a Delaware corporation (the "Company", "Corporation"
or  the  "Registrant"), relating to 700,000 shares of its  common
stock,  par value $0.001 per share (the "Common Stock")  issuable
to  eligible  non-officer  employees of  the  Company  under  the
Amended and Restated Chips & Technologies, Inc. 1994 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  latest Annual Report on Form  10-K  for  the
     fiscal year ended December 28, 1996;
     
(ii) All  other reports filed pursuant to Section 13(a) or  15(d)
     of  the Securities Exchange Act of 1934 (the "Exchange Act")
     since  the  end  of the fiscal year covered  by  the  Annual
     Report referred to in (i) above; and
     
(iii)The  description of the Company's 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

<PAGE> II-2

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  Corporation  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 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

<PAGE> II-3

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.

<PAGE> II-4

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:

Exhibit  Description
No.      

4.1      Amended  and  Restated Chips & Technologies,  Inc.  1994
         Stock Option Plan as assumed by Intel Corporation.
         
4.2*     Intel    Corporation   Certificate   of    Incorporation
         (incorporated   by   reference   to   Exhibit   3.1   of
         Registrant's  Form 10-Q for the quarter ended  June  26,
         1993  [Commission File No. 0-6217] as  filed  on  August
         10, 1993).
         
4.3*     Intel  Corporation  Bylaws as amended  (incorporated  by
         reference  to Exhibit 4.2 of Registrant's  Form  S-8  as
         filed on February 3, 1997).
         
4.4*     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).
         
4.5*     Warrant  Agreement  dated  as  of  March  1,  1993,   as
         amended,  between  the Registrant and Harris  Trust  and
         Savings  Bank  (as successor Warrant Agent)  related  to
         the  issuance  of  1998  Step-Up  Warrants  to  Purchase
         Common  Stock  of  Intel  Corporation  (incorporated  by
         reference  to  Exhibit  4.6 of  Registrant's  Form  10-K
         [Commission  File  No. 0-6217] as  filed  on  March  25,
         1993),  together  with  the First Amendment  to  Warrant
         Agreement  dated  as  of October 18,  1993,  the  Second
         Amendment  to Warrant Agreement dated as of January  17,
         1994  (incorporated by reference to Exhibit 4.4  of  the
         Registrant's Form 10-K [Commission File No.  0-6217]  as
         filed  on  March  25,  1994),  the  Third  Amendment  to
         Warrant  Agreement dated as of May 1, 1995 (incorporated
         by reference to Exhibit 4.2 of the Registrant's Form 10-
         K  as filed on March 29, 1996), and the Fourth Amendment
         to   Warrant  Agreement  dated  as  of  May   21,   1997
         (incorporated  by  reference  to  Exhibit  4.2  of   the
         Registrant's Form 10-Q as filed on August 11, 1997).
         
5.1      Legal Opinion of Gibson, Dunn & Crutcher.
         
23.1     Consent  of  Gibson, Dunn & Crutcher LLP  (contained  in
         Exhibit 5.1).
         
23.2     Consent of Ernst & Young LLP (independent auditors).
         
24       Power of Attorney (contained on signature page hereto).
         
* Incorporated by reference

Item 9.   Undertakings.

(1)  The undersigned Registrant hereby undertakes:

<PAGE> II-5

     (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
     
<PAGE> II-6
     
     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.
     
<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 31st day of December, 1997.

                                 INTEL CORPORATION
                                 
                            By:  /s/F. Thomas Dunlap, Jr.
                                 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.

<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/Gordon E. Moore     Chairman Emeritus               Dec. 31, 1997
Gordon E. Moore                                        
                                                       
/s/Andrew S. Grove     Principal Executive Officer,    Dec. 31, 1997
Andrew S. Grove        Chairman of the Board and       
                       Director (Principal             
                       Executive Officer)              
                                                       
/s/Craig R. Barrett    President, Chief Operating      Dec. 31, 1997
Craig R. Barrett       Officer and Director            
                                                       
/s/Andy D. Bryant      Vice President, Principal       Dec. 31, 1997
Andy D. Bryant         Accounting and Chief            
                       Financial Officer               
                       (Principal Financial and        
                       Accounting Officer)             
                                                       
/s/John Browne         Director                        Dec. 31, 1997
John Browne                                            
                                                       
/s/Winston H. Chen     Director                        Dec. 31, 1997
Winston H. Chen                                        
                                                       
/s/D. James Guzy       Director                        Dec. 31, 1997
D. James Guzy                                          
                                                       
/s/Arthur Rock         Director                        Dec. 31, 1997
Arthur Rock                                            
                                                       
                       Director                        
Jane E. Shaw                                           
                                                       
/s/Leslie L. Vadasz    Director                        Dec. 31, 1997
Leslie L. Vadasz                                       
                                                       
/s/David B. Yoffie     Director                        Dec. 31, 1997
David B. Yoffie                                        
                                                       
/s/Charles E. Young    Director                        Dec. 31, 1997
Charles E. Young                                       
                                                       
<PAGE>

                          EXHIBIT INDEX
                                
Exhibit  Description
No.      

4.1      Amended  and  Restated Chips & Technologies,  Inc.  1994
         Stock Option Plan as assumed by Intel Corporation.
         
4.2*     Intel    Corporation   Certificate   of    Incorporation
         (incorporated   by   reference   to   Exhibit   3.1   of
         Registrant's  Form 10-Q for the quarter ended  June  26,
         1993  [Commission File No. 0-6217] as  filed  on  August
         10, 1993).
         
4.3*     Intel  Corporation  Bylaws as amended  (incorporated  by
         reference  to Exhibit 4.2 of Registrant's  Form  S-8  as
         filed on February 3, 1997).
         
4.4*     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).
         
4.5*     Warrant  Agreement  dated  as  of  March  1,  1993,   as
         amended,  between  the Registrant and Harris  Trust  and
         Savings  Bank  (as successor Warrant Agent)  related  to
         the  issuance  of  1998  Step-Up  Warrants  to  Purchase
         Common  Stock  of  Intel  Corporation  (incorporated  by
         reference  to  Exhibit  4.6 of  Registrant's  Form  10-K
         [Commission  File  No. 0-6217] as  filed  on  March  25,
         1993),  together  with  the First Amendment  to  Warrant
         Agreement  dated  as  of October 18,  1993,  the  Second
         Amendment  to Warrant Agreement dated as of January  17,
         1994  (incorporated by reference to Exhibit 4.4  of  the
         Registrant's Form 10-K [Commission File No.  0-6217]  as
         filed  on  March 25, 1994), and the Third  Amendment  to
         Warrant  Agreement dated as of May 1, 1995 (incorporated
         by reference to Exhibit 4.2 of the Registrant's Form 10-
         K  as filed on March 29, 1996), and the Fourth Amendment
         to   Warrant  Agreement  dated  as  of  May   21,   1997
         (incorporated  by  reference  to  Exhibit  4.2  of   the
         Registrant's Form 10-Q as filed on August 11, 1997)..
         
5.1      Legal Opinion of Gibson, Dunn & Crutcher.
         
23.1     Consent  of  Gibson, Dunn & Crutcher LLP  (contained  in
         Exhibit 5.1).
         
23.2     Consent of Ernst & Young LLP (independent auditors).
         
24       Power of Attorney (contained on signature page hereto).
         
* Incorporated by reference
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As filed with the Securities and Exchange Commission on February
2, 1998
                                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.                  95052-8119
         Santa Clara, CA                       (Zip Code)
 (Address of Principal Executive                    
            Offices)
                                
         Amended and Restated Chips & Technologies, Inc.
                     1994 Stock Option Plan
                 as assumed by Intel Corporation
                    (Full Title of the Plan)
                                
                      F. THOMAS DUNLAP, JR.
          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
  Title of     Amount to    Proposed     Proposed     Amount of
Securities to      be        Maximum     Maximum    Registration
be Registered  Registered   Offering    Aggregate      Fee (3)
     (1)          (1)       Price Per    Offering
                              Share     Price (2)
Common Stock,                                             
par value       700,000      $77.50    $54,250,000     $16,004
$0.001 per
share

(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 January 26, 1998, which was $77.50.
II-1

                          INTRODUCTION
                                
This  Registration  Statement on  Form  S-8  is  filed  by  Intel
Corporation, a Delaware corporation (the "Company", "Corporation"
or  the  "Registrant"), relating to 700,000 shares of its  common
stock,  par value $0.001 per share (the "Common Stock")  issuable
to  eligible  non-officer  employees of  the  Company  under  the
Amended and Restated Chips & Technologies, Inc. 1994 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  latest Annual Report on Form  10-K  for  the
     fiscal year ended December 28, 1996;
     
(ii) All  other reports filed pursuant to Section 13(a) or  15(d)
     of  the Securities Exchange Act of 1934 (the "Exchange Act")
     since  the  end  of the fiscal year covered  by  the  Annual
     Report referred to in (i) above; and
     
(iii)The  description of the Company's 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
II-2

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  Corporation  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 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
II-3

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.
II-4

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:

Exhibit  Description
No.      

4.1      Amended  and  Restated Chips & Technologies,  Inc.  1994
         Stock Option Plan as assumed by Intel Corporation.
         
4.2*     Intel    Corporation   Certificate   of    Incorporation
         (incorporated   by   reference   to   Exhibit   3.1   of
         Registrant's  Form 10-Q for the quarter ended  June  26,
         1993  [Commission File No. 0-6217] as  filed  on  August
         10, 1993).
         
4.3*     Intel  Corporation  Bylaws as amended  (incorporated  by
         reference  to Exhibit 4.2 of Registrant's  Form  S-8  as
         filed on February 3, 1997).
         
4.4*     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).
         
4.5*     Warrant  Agreement  dated  as  of  March  1,  1993,   as
         amended,  between  the Registrant and Harris  Trust  and
         Savings  Bank  (as successor Warrant Agent)  related  to
         the  issuance  of  1998  Step-Up  Warrants  to  Purchase
         Common  Stock  of  Intel  Corporation  (incorporated  by
         reference  to  Exhibit  4.6 of  Registrant's  Form  10-K
         [Commission  File  No. 0-6217] as  filed  on  March  25,
         1993),  together  with  the First Amendment  to  Warrant
         Agreement  dated  as  of October 18,  1993,  the  Second
         Amendment  to Warrant Agreement dated as of January  17,
         1994  (incorporated by reference to Exhibit 4.4  of  the
         Registrant's Form 10-K [Commission File No.  0-6217]  as
         filed  on  March  25,  1994),  the  Third  Amendment  to
         Warrant  Agreement dated as of May 1, 1995 (incorporated
         by reference to Exhibit 4.2 of the Registrant's Form 10-
         K  as filed on March 29, 1996), and the Fourth Amendment
         to   Warrant  Agreement  dated  as  of  May   21,   1997
         (incorporated  by  reference  to  Exhibit  4.2  of   the
         Registrant's Form 10-Q as filed on August 11, 1997).
         
5.1      Legal Opinion of Gibson, Dunn & Crutcher.
         
23.1     Consent  of  Gibson, Dunn & Crutcher LLP  (contained  in
         Exhibit 5.1).
         
23.2     Consent of Ernst & Young LLP (independent auditors).
         
24       Power of Attorney (contained on signature page hereto).
         
* Incorporated by reference

Item 9.   Undertakings.

(1)  The undersigned Registrant hereby undertakes:
II-5

     (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
II-6
     
     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.
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 31st day of December, 1997.

                                 INTEL CORPORATION
                                 
                            By:  /s/F. Thomas Dunlap, Jr.
                                 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               Dec. 31, 1997
Gordon E. Moore                                        
                                                       
/s/Andrew S. Grove     Principal Executive Officer,    Dec. 31, 1997
Andrew S. Grove        Chairman of the Board and       
                       Director (Principal             
                       Executive Officer)              
                                                       
/s/Craig R. Barrett    President, Chief Operating      Dec. 31, 1997
Craig R. Barrett       Officer and Director            
                                                       
/s/Andy D. Bryant      Vice President, Principal       Dec. 31, 1997
Andy D. Bryant         Accounting and Chief            
                       Financial Officer               
                       (Principal Financial and        
                       Accounting Officer)             
                                                       
/s/John Browne         Director                        Dec. 31, 1997
John Browne                                            
                                                       
/s/Winston H. Chen     Director                        Dec. 31, 1997
Winston H. Chen                                        
                                                       
/s/D. James Guzy       Director                        Dec. 31, 1997
D. James Guzy                                          
                                                       
/s/Arthur Rock         Director                        Dec. 31, 1997
Arthur Rock                                            
                                                       
                       Director                        
Jane E. Shaw                                           
                                                       
/s/Leslie L. Vadasz    Director                        Dec. 31, 1997
Leslie L. Vadasz                                       
                                                       
/s/David B. Yoffie     Director                        Dec. 31, 1997
David B. Yoffie                                        
                                                       
/s/Charles E. Young    Director                        Dec. 31, 1997
Charles E. Young
EXHIBIT INDEX
                                
Exhibit  Description
No.      

4.1      Amended  and  Restated Chips & Technologies,  Inc.  1994
         Stock Option Plan as assumed by Intel Corporation.
         
4.2*     Intel    Corporation   Certificate   of    Incorporation
         (incorporated   by   reference   to   Exhibit   3.1   of
         Registrant's  Form 10-Q for the quarter ended  June  26,
         1993  [Commission File No. 0-6217] as  filed  on  August
         10, 1993).
         
4.3*     Intel  Corporation  Bylaws as amended  (incorporated  by
         reference  to Exhibit 4.2 of Registrant's  Form  S-8  as
         filed on February 3, 1997).
         
4.4*     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).
         
4.5*     Warrant  Agreement  dated  as  of  March  1,  1993,   as
         amended,  between  the Registrant and Harris  Trust  and
         Savings  Bank  (as successor Warrant Agent)  related  to
         the  issuance  of  1998  Step-Up  Warrants  to  Purchase
         Common  Stock  of  Intel  Corporation  (incorporated  by
         reference  to  Exhibit  4.6 of  Registrant's  Form  10-K
         [Commission  File  No. 0-6217] as  filed  on  March  25,
         1993),  together  with  the First Amendment  to  Warrant
         Agreement  dated  as  of October 18,  1993,  the  Second
         Amendment  to Warrant Agreement dated as of January  17,
         1994  (incorporated by reference to Exhibit 4.4  of  the
         Registrant's Form 10-K [Commission File No.  0-6217]  as
         filed  on  March 25, 1994), and the Third  Amendment  to
         Warrant  Agreement dated as of May 1, 1995 (incorporated
         by reference to Exhibit 4.2 of the Registrant's Form 10-
         K  as filed on March 29, 1996), and the Fourth Amendment
         to   Warrant  Agreement  dated  as  of  May   21,   1997
         (incorporated  by  reference  to  Exhibit  4.2  of   the
         Registrant's Form 10-Q as filed on August 11, 1997)..
         
5.1      Legal Opinion of Gibson, Dunn & Crutcher.
         
23.1     Consent  of  Gibson, Dunn & Crutcher LLP  (contained  in
         Exhibit 5.1).
         
23.2     Consent of Ernst & Young LLP (independent auditors).
         
24       Power of Attorney (contained on signature page hereto).
         
* Incorporated by reference