As  filed with the Securities and Exchange Commission on May  19,
2004
                                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)

          Intel Corporation 2004 Equity Incentive Plan
                    (Full Title of the Plan)

                      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:

                     RONALD O. MUELLER, ESQ.
                   Gibson, Dunn & Crutcher LLP
             1050 Connecticut Avenue, NW, Suite 300
                      Washington, DC  20036
                         (202) 955-8500

----------------------------------------------------------------
                 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  240,000,000   $26.87   $6,448,800,000   $817,062.96
value                                    .00
$0.001 per
share
----------------------------------------------------------------
(1)   Pursuant  to Rule 416(a), this Registration Statement  also
      covers additional securities that may be offered under  the
      Intel  Corporation 2004 Equity Incentive Plan 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)and Rule 457(h)(1)  based
      upon  the average of the high and low prices of the  Common
      Stock  on the Nasdaq National Market on May 17, 2004, which
      was $26.87.

<PAGE> II-1

                          INTRODUCTION

      This  Registration Statement on Form S-8 is filed by  Intel
Corporation,  a  Delaware corporation (the "Corporation"  or  the
"Registrant"),  relating  to 240,000,000  shares  of  its  common
stock,  par value $0.001 per share (the "Common Stock")  issuable
to  eligible directors and employees of the Corporation under the
Intel Corporation 2004 Equity Incentive Plan (the "Plan").

                             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 in this Registration Statement by reference:

(1)   The  Registrant's  latest annual report filed  pursuant  to
      Section  13(a) or 15(d) of the Securities Exchange  Act  of
      1934,  as amended (the "Exchange Act") or latest prospectus
      filed  pursuant to Rule 424(b) under the Securities Act  of
      1933,  as  amended  (the "Securities Act"),  that  contains
      audited  financial  statements for the Registrant's  latest
      fiscal year for which such statements have been filed;

(2)   All  other reports filed pursuant to Section 13(a) or 15(d)
      of  the  Exchange  Act since the end  of  the  fiscal  year
      covered  by Registrant's latest annual report or prospectus
      referred to in (1) above;

(3)   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> II-2

      All  reports and other documents subsequently filed by  the
Registrant  pursuant to Sections 13(a) and (c), 14 and  15(d)  of
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 such  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.

     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 for purposes of this  Registration
Statement 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  earlier statement.  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.

<PAGE> II-3

      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.

<PAGE> II-4

     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:

4.1   Intel   Corporation   Second   Restated   Certificate    of
      Incorporation   dated  March  13,  2003  (incorporated   by
      reference to Exhibit 3.1 of Registrant's Form 10-Q for  the
      quarter ended March 29, 2003, as filed on May 7, 2003).

4.2   Intel Corporation Bylaws as amended.

5.1   Opinion of Gibson, Dunn & Crutcher LLP.

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

23.2  Consent of Ernst & Young LLP, Independent Auditors.

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

<PAGE> II-5

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 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.

<PAGE> II-6

          (c)  To  remove from registration by means of a  post-
               effective  amendment any of the securities  being
               registered which remain unsold at the termination
               of the offering.

          (2) The undersigned Registrant hereby undertakes that,
for  purposes of determining any liability under the  Securities
Act,  each filing of the Registrant's annual report pursuant  to
Section  13(a)  or  Section 15(d) of the Exchange  Act  that  is
incorporated by reference in the Registration Statement shall be
deemed  to  be  a  new registration statement  relating  to  the
securities  offered therein, and the offering of such securities
at  that  time  shall  be  deemed to be the  initial  bona  fide
offering thereof.

          (3) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and  controlling  persons  of  the Registrant  pursuant  to  the
foregoing  provisions,  or otherwise, the  Registrant  has  been
advised  that  in  the  opinion of the Securities  and  Exchange
Commission  such  indemnification is against  public  policy  as
expressed   in   the   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> II-7

                           SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the  Corporation  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 19th  day  of
May, 2004.

                                 INTEL CORPORATION

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


      Each  person whose signature appears below constitutes  and
appoints  F.  Thomas  Dunlap, Jr., 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.

      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        May 19, 2004
Andrew S. Grove           and Director


/s/Craig R. Barrett       Chief Executive Officer      May 19, 2004
Craig R. Barrett          and Director

/s/Paul S. Otellini       President, Chief Operating   May 19, 2004
Paul S. Otellini          Officer and Director


/s/Charlene Barshefsky    Director                     May 19, 2004
Charlene Barshefsky
<PAGE> II-8


/s/E. John P. Browne      Director                     May 19, 2004

E. John P. Browne

/s/Andy D. Bryant         Executive Vice President,    May 19, 2004
Andy Bryant               Chief Financial Officer
                          and Principal Accounting
                          Officer

/s/D. James Guzy          Director                     May 19, 2004
D. James Guzy


/s/Reed E. Hundt          Director                     May 19, 2004
Reed E. Hundt


/s/David S. Pottruck      Director                     May 19, 2004
David S. Pottruck


/s/Jane E. Shaw           Director                     May 19, 2004
Jane E. Shaw


/s/John L. Thornton       Director                     May 19, 2004
John L. Thornton


/s/David B. Yoffie        Director                     May 19, 2004
David B. Yoffie

<PAGE> II-9

                          EXHIBIT INDEX

Exhibit
Number    Description
--------  -----------------------------------------------------
4.2       Intel Corporation Bylaws as amended.

5.1       Opinion of Gibson, Dunn & Crutcher LLP.

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

23.2      Consent of Ernst & Young LLP, Independent Auditors.



<PAGE>

                                                      Exhibit 4.2

                        INTEL CORPORATION

                             BYLAWS

                            ARTICLE I

                             Offices

           Section 1.  Registered Office.  The registered  office
of  the corporation in the State of Delaware shall be in the City
of Wilmington, County of New Castle.



           Section 2.  Other Offices.  The corporation shall also
have  and  maintain an office or principal place of  business  at
2200  Mission  College Boulevard, Santa Clara,  County  of  Santa
Clara,  State  of California, and may also have offices  at  such
other  places, both within and without the State of Delaware,  as
the  Board  of Directors may from time to time determine  or  the
business of the corporation may require.

                           ARTICLE II

                     Stockholders' Meetings

          Section 1.  Place of Meetings.

           (a)   Meetings of the stockholders of the  corporation
shall  be held at such place, either within or without the  State
of  Delaware, as may be designated from time to time by the Board
of Directors, or, if not so designated, then at the office of the
corporation  required to be maintained pursuant to Section  2  of
Article I hereof.

            (b)    The  Board  of  Directors  may,  in  its  sole
discretion, determine that the meeting shall not be held  at  any
place,  but  may  instead  be  held solely  by  means  of  remote
communication  in  accordance  with  Section  211(a)(2)  of   the
Delaware General Corporation Law.  If authorized by the Board  of
Directors  in its sole discretion, and subject to such guidelines
and  procedures as the Board of Directors may adopt, stockholders
and   proxyholders  not  physically  present  at  a  meeting   of
stockholders   may,   by  means  of  remote   communication   (a)
participate  in  a  meeting of stockholders; and  (b)  be  deemed
present  in person and vote at a meeting of stockholders  whether
such  meeting  is to be held at a designated place or  solely  by
means  of remote communication, provided that (i) the corporation
shall  implement reasonable measures to verify that  each  person
deemed  present and permitted to vote at the meeting by means  of
remote  communication is a stockholder or proxyholder;  (ii)  the
corporation  shall implement reasonable measures to provide  such
stockholders   and  proxyholders  a  reasonable  opportunity   to
participate  in the meeting and to vote on matters  submitted  to
the  stockholders, including an opportunity to read or  hear  the
proceedings of the meeting substantially concurrently  with  such
proceedings; and (iii) if any stockholder or proxyholder votes or
takes   other   action  at  the  meeting  by  means   of   remote
communication,  a record of such vote or other  action  shall  be
maintained by the corporation.

<PAGE>

           Section  2.  Annual Meetings.  The annual meetings  of
the  stockholders of the corporation for the purpose of  election
of  directors  and for such other business as may  lawfully  come
before it, shall be held on such date and at such time as may  be
designated from time to time by the Board of Directors, but in no
event  more  then  fifteen (15) months  after  the  date  of  the
preceding annual meeting.

           Section 3.  Special Meetings.  Special meetings of the
stockholders of the corporation may be called, for any purpose or
purposes,  by the Chairman of the Board or the President  or  the
Board of Directors at any time.

          Section 4.  Notice of Meetings.

           (a)   Except  as  otherwise provided  by  law  or  the
Certificate  of  Incorporation,  written  notice  (as  the   term
"written"  is defined in Article XII hereof) of each  meeting  of
stockholders, specifying the place, if any, date and hour of  the
meeting;  the  means of remote communications, if any,  by  which
stockholders  and  proxyholders may be deemed to  be  present  in
person  and vote at such meeting; and the purpose or purposes  of
the  meeting, shall be given not less than ten (10) nor more than
sixty  (60)  days  before  the  date  of  the  meeting  to   each
stockholder entitled to vote thereat, directed to the stockholder
in  accordance with the procedures set forth in Article X hereof.
Notice shall be deemed to have been given to all stockholders  of
record who share an address if notice is given in accordance with
the  "householding"  rules set forth in Rule 14a-3(e)  under  the
Securities Exchange Act of 1934, as amended ("Exchange Act").

           (b)   If at any meeting action is proposed to be taken
which,  if  taken,  would  entitle  stockholders  fulfilling  the
requirements   of   Section  262(d)  of  the   Delaware   General
Corporation  Law  to  an appraisal of the  fair  value  of  their
shares,  the notice of such meeting shall contain a statement  of
that  purpose  and to that effect and shall be accompanied  by  a
copy of that statutory section.

           (c)   When a meeting is adjourned to another  time  or
place,  notice need not be given of the adjourned meeting if  the
time  and  place,  if  any,  thereof, and  the  means  of  remote
communications,  if any, by which stockholders  and  proxyholders
may  be  deemed to be present in person and vote at such meeting,
are  announced at the meeting at which the adjournment  is  taken
unless  the adjournment is for more than thirty days,  or  unless
after  the  adjournment  a  new record  date  is  fixed  for  the
adjourned  meeting,  in  which event a notice  of  the  adjourned
meeting shall be given to each stockholder of record entitled  to
vote at the meeting.

           (d)   Notice  of  the time, place and purpose  of  any
meeting  of stockholders may be waived in writing, either  before
or  after such meeting, and to the extent permitted by law,  will
be waived by any stockholder by his attendance thereat, in person
or  by  proxy.  Any stockholder so waiving notice of such meeting
shall  be  bound  by the proceedings of any such meeting  in  all
respects as if due notice thereof had been given.

<PAGE>

           (e)   Unless  and until voted, every  proxy  shall  be
revocable at the pleasure of the person who executed it or of his
legal representatives or assigns, except in those cases where  an
irrevocable proxy permitted by statute has been given.

          Section 5.  Quorum and Voting.

           (a)   At  all  meetings of stockholders, except  where
otherwise  provided by law, the Certificate of Incorporation,  or
these   Bylaws,  the  presence,  in  person  or  by  proxy   duly
authorized,  of  the  holders of a majority  of  the  outstanding
shares  of  stock entitled to vote shall constitute a quorum  for
the transaction of business.  Shares, the voting of which at said
meeting  have  been enjoined, or which for any reason  cannot  be
lawfully voted at such meeting, shall not be counted to determine
a  quorum  at  said  meeting.  In the absence of  a  quorum,  any
meeting  of stockholders may be adjourned, from time to time,  by
vote  of  the  holders  of a majority of the  shares  represented
thereat,  but  no  other  business shall be  transacted  at  such
meeting.  At such adjourned meeting at which a quorum is  present
or  represented, any business may be transacted which might  have
been  transacted  at  the  original  meeting.   The  stockholders
present  at a duly called or convened meeting, at which a  quorum
is  present, may continue to transact business until adjournment,
notwithstanding  the withdrawal of enough stockholders  to  leave
less than a quorum.

            (b)   Except  as  otherwise  provided  by  law,   the
Certificate of Incorporation or these Bylaws, all action taken by
the  holders of a majority of the voting power represented at any
meeting  at which a quorum is present shall be valid and  binding
upon the corporation.

          Section 6.  Voting Rights.

           (a)  Except as otherwise provided by law, only persons
in whose names shares entitled to vote stand on the stock records
of  the  corporation  on  the record  date  for  determining  the
stockholders entitled to vote at said meeting shall  be  entitled
to vote at such meeting.  Shares standing in the names of two (2)
or  more persons shall be voted or represented in accordance with
the  determination of the majority of such persons, or,  if  only
one  (1)  of such persons is present in person or represented  by
proxy,  such person shall have the right to vote such shares  and
such shares shall be deemed to be represented for the purpose  of
determining a quorum.

           (b)  Every person entitled to vote or execute consents
shall have the right to do so either in person or by an agent  or
agents  authorized by a written proxy executed by such person  or
his  duly  authorized agent, which proxy shall be filed with  the
Secretary of the corporation at or before the meeting at which it
is  to  be  used.   Said  proxy  so  appointed  need  not  be   a
stockholder.   No proxy shall be voted on after three  (3)  years
from its date unless the proxy provides for a longer period.

           Section 7.  List of Stockholders.  The officer who has
charge  of the stock ledger of the corporation shall prepare  and
make,   at   least  ten  (10)  days  before  every   meeting   of
stockholders,  a  complete list of the stockholders  entitled  to
vote at said meeting, arranged in alphabetical order, showing the
address of and the

<PAGE>

number  of  shares  registered in the name of  each  stockholder.
Nothing   contained  in  Section  219  of  the  Delaware  General
Corporation  Law  shall  require  the  corporation   to   include
electronic mail addresses or other electronic contact information
on  such list.  Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, for a period
of  at least ten (10) days prior to the meeting, either (a) on  a
reasonably  accessible  electronic  network,  provided  that  the
information required to gain access to such list is provided with
the notice of the meeting, or (b) during ordinary business hours,
at  the  principal place of business of the corporation.  In  the
event  that the corporation determines to make the list available
on  an  electronic network, the corporation may  take  reasonable
steps  to  ensure  that  such information is  available  only  to
stockholders of the corporation.  If the meeting is to be held at
a  place,  the  list shall be produced and kept at the  time  and
place  of  the meeting during the whole time thereof and  may  be
inspected  by any stockholder who is present.  If the meeting  is
to  be  held  solely by means of remote communication,  the  list
shall  also be open to the examination of any stockholder  during
the  whole  time  of  the  meeting  on  a  reasonably  accessible
electronic  network, and the information required to access  such
list shall be provided with the notice of the meeting.

          Section 8.  Action Without Meeting.

           (a)   Unless otherwise provided in the Certificate  of
Incorporation, any action required by statute to be taken at  any
annual or special meeting of stockholders of the corporation,  or
any action which may be taken at any annual or special meeting of
such  stockholders, may be taken without a meeting, without prior
notice  and without a vote, if a consent or consents in  writing,
setting  forth the action so taken, are signed by the holders  of
outstanding  stock  having not less than the  minimum  number  of
votes that would be necessary to authorize or take such action at
a  meeting  at  which all shares entitled to  vote  thereon  were
present  and voted.  To be effective, a written consent  must  be
delivered to the corporation by delivery to its registered office
in  Delaware, its principal place of business, or an  officer  or
agent  of  the  corporation having custody of the book  in  which
proceedings  of meetings of stockholders are recorded.   Delivery
made  to the corporation's registered office shall be by hand  or
by certified or registered mail, return receipt requested.  Every
written  consent  shall  bear  the  date  of  signature  of  each
stockholder who signs the consent and no written consent shall be
effective  to  take  the  corporate action  referred  to  therein
unless,  within  sixty  (60) days of the earliest  dated  consent
delivered  in  the  manner  required  by  this  section  to   the
corporation,  written consents signed by a sufficient  number  of
holders  to  take  action are delivered  to  the  corporation  in
accordance with this section.

            (b)    A  telegram,  cablegram  or  other  electronic
transmission consenting to an action to be taken and  transmitted
by  a  stockholder  or  proxyholder, or by a  person  or  persons
authorized  to  act  for a stockholder or proxyholder,  shall  be
deemed  to be written, signed and dated for the purposes of  this
section,  provided  that any such telegram,  cablegram  or  other
electronic   transmission  sets  forth  or  is   delivered   with
information from which the corporation can determine (a) that the
telegram,   cablegram  or  other  electronic   transmission   was
transmitted by the stockholder or proxyholder or by

<PAGE>

a  person  or  persons authorized to act for the  stockholder  or
proxyholder,  and  (b)  the  date on which  such  stockholder  or
proxyholder  or  authorized person or  persons  transmitted  such
telegram,  cablegram  or electronic transmission.   The  date  on
which  such  telegram,  cablegram or electronic  transmission  is
transmitted shall be deemed to be the date on which such  consent
was signed.  Except to the extent and in the manner authorized by
the  Board  of Directors, no consent given by telegram, cablegram
or  other  electronic transmission shall be deemed to  have  been
delivered  until  such consent is reproduced in  paper  form  and
until  such  paper form shall be delivered to the corporation  by
delivery  to  its  registered office in Delaware,  its  principal
place  of  business  or an officer or agent  of  the  corporation
having  custody of the book in which proceedings of  meetings  of
stockholders  are  recorded.  Delivery made to the  corporation's
registered  office  shall  be made by hand  or  by  certified  or
registered mail, return receipt requested.

          (c)  Any copy, facsimile or other reliable reproduction
of a consent in writing may be substituted or used in lieu of the
original  writing for any and all purposes for which the original
writing  could  be  used, provided that such copy,  facsimile  or
other reproduction shall be a complete reproduction of the entire
original writing.

           (d)   Prompt  notice of the taking  of  the  corporate
action  without a meeting by less than unanimous written  consent
shall  be  given to those stockholders who have not consented  in
writing and who, if the action had been taken at a meeting, would
have been entitled to notice of the meeting if the record date of
such meeting had been the date that written consents signed by  a
sufficient  number  of  stockholders  to  take  the  action  were
delivered  to  the  corporation in the manner  required  by  this
section.

          Section 9.  Nominations and Stockholder Business.

           (a)   Nominations of persons for election to the Board
of  Directors of the corporation and the proposal of business  to
be  considered  by  the stockholders may be  made  at  an  annual
meeting of stockholders (a) pursuant to the corporation's  notice
of meeting, (b) by or at the direction of the Board of Directors,
or (c) by any stockholder of the corporation who is a stockholder
of  record at the time of giving of notice provided for  in  this
Section  9,  who  is  entitled to vote at  the  meeting  and  who
complied with the notice procedures set forth in this Section 9.

           (b)   For nominations or other business to be properly
brought  before  an annual meeting by a stockholder  pursuant  to
this  Section  9, the stockholder must have given  timely  notice
thereof in writing to the Secretary of the corporation, and  such
business  must be a proper subject for stockholder  action  under
the   Delaware  General  Corporation  Law.   To  be   timely,   a
stockholder's notice shall be delivered to the Secretary  at  the
principal  executive offices of the corporation (if delivered  by
electronic mail or facsimile, the stockholder's notice  shall  be
directed  to  the  Secretary at the electronic  mail  address  or
facsimile  number, as the case may be, specified in the company's
most  recent proxy statement) not less than forty-five (45)  days
nor more than one hundred twenty (120) days prior to the date  on
which  the corporation first mailed its proxy materials  for  the
prior year's annual meeting of stockholders; provided,

<PAGE>

however, that in the event that the date of the annual meeting is
advanced by more than thirty (30) days or delayed (other than  as
a  result of adjournment) by more than thirty (30) days from  the
anniversary of the previous year's annual meeting, notice by  the
stockholder  to  be timely must be delivered not later  than  the
close  of business on the later of the sixtieth (60th) day  prior
to  such annual meeting or the tenth (10th) day following the day
on which public announcement of the date of such meeting is first
made.   Such stockholder's notice shall set forth (a) as to  each
person whom the stockholder proposes to nominate for election  or
reelection as a director all information relating to such  person
that  is required to be disclosed in solicitations of proxies for
election  of  directors, or is otherwise required, in  each  case
pursuant  to  Regulation 14A under the  Exchange  Act  (including
such  person's  written  consent to  being  named  in  the  proxy
statement  as a nominee and to serving as a director if elected);
(b)  as  to  any other business that the stockholder proposes  to
bring  before  the meeting, a brief description of  the  business
desired  to  be  brought  before the  meeting,  the  reasons  for
conducting such business at the meeting and any material interest
in such business of such stockholder and the beneficial owner, if
any,  on  whose behalf the proposal is made; and (c)  as  to  the
stockholder giving the notice and the beneficial owners if any on
whose behalf the nomination or proposal is made (i) the name  and
address  of such stockholder, as they appear on the corporation's
books,  and  of  such beneficial owner, and (ii)  the  class  and
number  of shares of the corporation which are owned beneficially
and of record by such stockholder and such beneficial owner.

           (c)  Notwithstanding anything in this Section 9 to the
contrary, in the event that the number of directors to be elected
to  the  Board  of Directors of the corporation is increased  and
there  is  no  public announcement specifying  the  size  of  the
increased  Board  of Directors made by the corporation  at  least
seventy (70) days prior to the first anniversary of the preceding
year's  annual meeting, a stockholder's notice required  by  this
Section  9 shall also be considered timely, but only with respect
to nominees for any new positions created by such increase, if it
shall  be  delivered to the Secretary at the principal  executive
offices  of the corporation not later than the close of  business
on  the  tenth (10th) day following the day on which such  public
announcement is first made by the corporation.

          (d)  Only such business shall be conducted at a special
meeting  of  stockholders as shall have been brought  before  the
meeting   pursuant  to  the  corporation's  notice  of   meeting.
Nominations of persons for election to the Board of Directors may
be  made  at a special meeting of stockholders at which directors
are to be elected pursuant to the corporation's notice of meeting
(a)  by  or at the direction of the Board of Directors or (b)  by
any stockholder of the corporation who is a stockholder of record
at the time of giving of notice provided for in this section, who
is  entitled  to  vote at the meeting and who complies  with  the
notice  procedures  set  forth in this section.   Nominations  by
stockholders  of persons for election to the Board  of  Directors
may  be  made  at such a special meeting of stockholders  if  the
stockholder's notice required by this section shall be  delivered
to  the  Secretary  at  the principal executive  offices  of  the
corporation  (if delivered by electronic mail or  facsimile,  the
stockholder's  notice shall be directed to the Secretary  at  the
electronic mail address or facsimile number, as the case may  be,
specified  in  the  company's most recent  proxy  statement)  not
earlier than

<PAGE>

the  one  hundred  twentieth (120th) day prior  to  such  special
meeting and not later than the close of business on the later  of
the  sixtieth  (60th) day prior to such special  meeting  or  the
tenth  (10th)  day following the day on which public announcement
is  first  made  of the date of the special meeting  and  of  the
nominees proposed by the Board of Directors to be elected at such
meeting.

          (e)  Only those persons who are nominated in accordance
with  the  procedures set forth in this section shall be eligible
for  election as directors at any meeting of stockholders.   Only
such business shall be conducted at a meeting of stockholders  as
shall have been brought before the meeting in accordance with the
procedures  set  forth  in this section.   The  chairman  of  the
meeting  shall  have  the power and duty to determine  whether  a
nomination  or  any  business proposed to be brought  before  the
meeting  was made in accordance with the procedures set forth  in
this  section and, if any proposed nomination or business is  not
in  compliance with this section, to declare that such  defective
proposal shall be disregarded.

            (f)    For   purposes   of  this   section,   "public
announcement"  shall mean disclosure in a press release  reported
by  the  Dow  Jones News Service, Associated Press or  comparable
national  news  service or in a document publicly  filed  by  the
corporation with the Securities and Exchange Commission  pursuant
to Section 9, 13, 14 or 15(d) of the Exchange Act.

           (g)   Notwithstanding the foregoing provisions of this
Section  9,  a stockholder shall also comply with all  applicable
requirements  of  the Exchange Act and the rules and  regulations
thereunder with respect to the matters set forth in this  Section
9.   Nothing  in  this Section 9 shall be deemed  to  affect  any
rights  of stockholders to request inclusion of proposals in  the
corporation's  proxy statement pursuant to Rule 14a-8  under  the
Exchange Act.

                           ARTICLE III

                            Directors

           Section 1.  Number and the Term of Office.  The number
of  directors  which shall constitute the whole of the  Board  of
Directors shall be eleven (11).  With the exception of the  first
Board  of  Directors, which shall be elected by the incorporator,
and  except  as  provided in Section 3 of this Article  III,  the
directors  shall  be elected by a plurality vote  of  the  shares
represented  in  person or by proxy, at the  stockholders  annual
meeting  in  each  year and entitled to vote on the  election  of
directors.   Elected directors shall hold office until  the  next
annual  meeting and until their successors shall be duly  elected
and  qualified.  Directors need not be stockholders.  If, for any
cause, the Board of Directors shall not have been elected  at  an
annual  meeting,  they  may  be elected  as  soon  thereafter  as
convenient  at a special meeting of the stockholders  called  for
that purpose in the manner provided in these Bylaws.

<PAGE>

           Section  2.   Powers.  The powers of  the  corporation
shall  be  exercised,  its business conducted  and  its  property
controlled by or under the direction of the Board of Directors.

           Section  3.   Vacancies.  Vacancies and newly  created
directorships  resulting  from any  increase  in  the  authorized
number  of directors may be filled by a majority of the directors
then  in  office,  although less than a  quorum,  or  by  a  sole
remaining  director,  and each director  so  elected  shall  hold
office  for  the  unexpired portion of the term of  the  director
whose  place shall be vacant, and until his successor shall  have
been  duly  elected and qualified.  A vacancy  in  the  Board  of
Directors shall be deemed to exist under this section in the case
of  the death, removal or resignation of any director, or if  the
stockholders  fail  at  any  meeting  of  stockholders  at  which
directors are to be elected (including any meeting referred to in
Section   4  below)  to  elect  the  number  of  directors   then
constituting the whole Board.

          Section 4.  Resignations and Removals.

           (a)  Any director may resign at any time by delivering
his  written  resignation to the Secretary, such  resignation  to
specify  whether it will be effective at a particular time,  upon
receipt  by  the  Secretary or at the pleasure of  the  Board  of
Directors.  If no such specification is made, it shall be  deemed
effective  at the pleasure of the Board of Directors.   When  one
(1) or more directors shall resign from the Board, effective at a
future  date,  a  majority  of  the  directors  then  in  office,
including  those who have so resigned, shall have power  to  fill
such  vacancy or vacancies, the vote thereon to take effect  when
such resignation or resignations shall become effective, and each
director so chosen shall hold office for the unexpired portion of
the  term of the director whose place shall be vacated and  until
his successor shall have been duly elected and qualified.

           (b)  Except as provided in Section 141 of the Delaware
General  Corporation  Law, at a special meeting  of  stockholders
called  for  the purpose in the manner hereinabove provided,  the
Board  of  Directors, or any individual director, may be  removed
from  office,  with  or  without cause, and  a  new  director  or
directors elected by a vote of stockholders holding a majority of
the  outstanding  shares  entitled to  vote  at  an  election  of
directors.

          Section 5.  Meetings.

          (a)  The annual meeting of the Board of Directors shall
be held immediately after the annual stockholders' meeting and at
the place where such meeting is held or at the place announced by
the Chairman at such meeting.  No notice of an annual meeting  of
the  Board of Directors shall be necessary and such meeting shall
be held for the purpose of electing officers and transacting such
other business as may lawfully come before it.

           (b)  Except as hereinafter otherwise provided, regular
meetings of the Board of Directors shall be held in the office of
the corporation required to be

<PAGE>

maintained  pursuant to Section 2 of Article I  hereof.   Regular
meetings of the Board of Directors may also be held at any  place
within or without the State of Delaware which has been designated
by  resolutions of the Board of Directors or the written  consent
of all directors.  Notice of regular meetings of the directors is
hereby dispensed with and no notice whatever of any such meetings
need be given.

           (c)  Special meetings of the Board of Directors may be
held  at  any  time  and  place within or without  the  State  of
Delaware  whenever  called  by the Chairman  of  the  Board,  the
President or by any two of the directors.

           (d)   Written  notice of the time  and  place  of  all
special meetings of the Board of Directors shall be delivered  to
each director at least twenty-four (24) hours before the start of
the meeting, or if sent by first class mail, at least seventy-two
(72)  hours  before  the  start of the meeting.   Notice  of  any
meeting may be waived in writing at any time before or after  the
meeting and will be waived by any director by attendance thereat.

          Section 6.  Quorum and Voting.

           (a)   A quorum of the Board of Directors shall consist
of a majority of the exact number of directors fixed from time to
time in accordance with Section 1 of Article III of these Bylaws,
but  not  less than one (1);  provided, however, at  any  meeting
whether  a  quorum  be present or otherwise, a  majority  of  the
directors  present may adjourn from time to time until  the  time
fixed  for  the  next regular meeting of the Board of  Directors,
without notice other than by announcement at the meeting.

           (b)  At each meeting of the Board at which a quorum is
present, all questions and business shall be determined by a vote
of  a  majority of the directors present, unless a different vote
be  required by law, the Certificate of Incorporation,  or  these
Bylaws.

           (c)   Any member of the Board of Directors, or of  any
committee  thereof,  may participate in a  meeting  by  means  of
conference telephone or other communication equipment by means of
which  all  persons participating in the meeting  can  hear  each
other,  and  participation  in  a meeting  by  such  means  shall
constitute presence in person at such meeting.

           (d)   The transactions of any meeting of the Board  of
Directors,  or any committee thereof, however called or  noticed,
or  wherever held, shall be as valid as though had at  a  meeting
duly  held after regular call and notice, if a quorum be  present
and if, either before or after the meeting, each of the directors
not present shall deliver to the corporation a written waiver  of
notice,  or a consent to holding such meeting, or an approval  of
the  minutes  thereof.  All such waivers, consents  or  approvals
shall  be filed with the corporate records or made a part of  the
minutes of the meeting.

           Section  7.  Action Without Meeting.  Unless otherwise
restricted  by the Certificate of Incorporation or these  Bylaws,
any  action  required or permitted to be taken at any meeting  of
the Board of Directors or of any committee thereof may be

<PAGE>

taken  without a meeting, if all members of the Board or of  such
committee,  as the case may be, consent thereto in  writing,  and
such   writing  or  writings  are  filed  with  the  minutes   of
proceedings of the Board or committee.  Such filing shall  be  in
paper  form if the minutes are maintained in paper form or  shall
be in electronic form if the minutes are maintained in electronic
form.

          Section 8.  Fees and Compensation.  Directors shall not
receive any stated salary for their services as directors but  by
resolution of the Board, a fixed fee, with or without expense  of
attendance, may be allowed for attendance at each meeting and  at
each meeting of any committee of the Board of Directors.  Nothing
herein contained shall be construed to preclude any director from
serving  the  corporation in any other capacity  as  an  officer,
agent,   employee,  or  otherwise,  and  receiving   compensation
therefor.

          Section 9.  Committees.

           (a)  Executive Committee:  The Board of Directors  may
appoint  an Executive Committee of not less than one (1)  member,
each  of  whom shall be a director.  The Executive Committee,  to
the extent permitted by Delaware law, these Bylaws, the Executive
Committee Charter or other resolutions of the Board of Directors,
shall  have and may exercise, when the Board of Directors is  not
in  session,  all  powers  of  the  Board  of  Directors  in  the
management  of  the  business  and affairs  of  the  corporation,
including, without limitation, the power and authority to declare
a  dividend  or to authorize the issuance of stock,  except  such
committee shall not have the power or authority to (a) approve or
adopt, or recommend to the corporation's stockholders, any action
or  matter expressly required by the Delaware General Corporation
Law  to  be submitted to stockholders for approval, or (b) adopt,
amend or repeal any bylaw of the corporation.

           (b)   Other  Committees:  The Board of  Directors  may
appoint  such other committees as may be permitted by law.   Such
other  committees appointed by the Board of Directors shall  have
such  powers and perform such duties as may be prescribed by  the
resolution  or  resolutions creating such committee,  but  in  no
event  shall  any such committee have the powers  denied  to  the
Executive Committee in these Bylaws.

           (c)  Term:  The members of all committees of the Board
of Directors shall serve a term coexistent with that of the Board
of  Directors  which  shall have appointed such  committee.   The
Board,  subject to the provisions of subsections (a)  or  (b)  of
this  Section 9, may at any time increase or decrease the  number
of  members  of  a  committee or terminate  the  existence  of  a
committee; provided, that no committee shall consist of less than
one  (1)  member.   The  membership of a committee  member  shall
terminate on the date of his death or voluntary resignation,  but
the  Board  may at any time for any reason remove any  individual
committee  member  and the Board may fill any  committee  vacancy
created by death, resignation, removal or increase in the  number
of  members  of  the  committee.   The  Board  of  Directors  may
designate one (1) or more directors as alternate members  of  any
committee, who may replace any absent

<PAGE>

or  disqualified member at any meeting of the committee, and,  in
addition, in the absence or disqualification of any member  of  a
committee,  the member or members thereof present at any  meeting
and  not  disqualified from voting, whether or not the member  or
members  constitutes  a quorum, may unanimously  appoint  another
member  of  the Board of Directors to act at the meeting  in  the
place of any such absent or disqualified member.

           (d)   Meetings:   Unless the Board of Directors  shall
otherwise provide, regular meetings of the Executive Committee or
any other committee appointed pursuant to this Section 9 shall be
held  at such times and places as are determined by the Board  of
Directors, or by any such committee, and when notice thereof  has
been given to each member of such committee, no further notice of
such  regular meetings need be given thereafter; special meetings
of  any such committee may be held at the principal office of the
corporation  required to be maintained pursuant to Section  2  of
Article I hereof, or at any place which has been designated  from
time  to  time  by  resolution of such committee  or  by  written
consent of all members thereof, and may be called by any director
who  is  a member of such committee, upon written notice  to  the
members  of such committee of the time and place of such  special
meeting  given in the manner provided for the giving  of  written
notice to members of the Board of Directors of the time and place
of  special  meetings of the Board of Directors.  Notice  of  any
special meeting of any committee may be waived in writing at  any
time  before  or  after the meeting and will  be  waived  by  any
director  by  attendance thereat.  A majority of  the  authorized
number of members of any such committee shall constitute a quorum
for  the  transaction of business, and the act of a  majority  of
those  present at any meeting at which a quorum is present  shall
be the act of such committee.

          Section 10.  Emeritus Director.  The Board of Directors
may, from time to time, elect one (1) or more Emeritus Directors,
each of whom shall serve, at the pleasure of the Board, until the
first  meeting of the Board next following the Annual Meeting  of
Stockholders and for a maximum period of three (3) years, subject
to  an annual review, or until earlier resignation or removal  by
the  Board  (except that founders of the company  may  remain  as
Emeritus  Directors,  subject  to the  annual  review,  or  until
earlier resignation or removal by the Board).  Emeritus Directors
shall serve as advisors and consultants to the Board of Directors
and  may  be  appointed  by the Board to serve  as  advisors  and
consultants  to committees of the Board.  Emeritus Directors  may
be  invited  to attend meetings of the Board or any committee  of
the Board for which they have been appointed to serve as advisors
and   consultants  and,  if  present,  may  participate  in   the
discussions  occurring during such meetings.  Emeritus  Directors
shall  not  be  permitted to vote on matters brought  before  the
Board  or any committee thereof and shall not be counted for  the
purpose  of  determining whether a quorum of  the  Board  or  the
committee  is present.  Emeritus Directors shall receive  no  fee
for  their  services  as Emeritus Directors.  Emeritus  Directors
will  not  be  entitled to receive reimbursement for expenses  of
meeting  attendance, except as approved by the  Chairman  of  the
Board.   Emeritus  Directors may be removed at any  time  by  the
Board of Directors.

           Section  11:  Emergency Bylaws.  In the event  of  any
emergency, disaster or catastrophe, as referred to in Section 110
of the Delaware General Corporation Law,

<PAGE>

or  other  similar emergency condition, as a result  of  which  a
quorum  of the Board of Directors or a standing committee of  the
Board cannot readily be convened for action, then the director or
directors in attendance at the meeting shall constitute a quorum.
Such  director or directors in attendance may further take action
to  appoint  one (1) or more of themselves or other directors  to
membership on any standing or temporary committees of  the  Board
as they shall deem necessary and appropriate.

                           ARTICLE IV

                            Officers

           Section 1.  Officers Designated.  The officers of  the
corporation  shall be a Chairman of the Board  of  Directors  who
shall be a member of the Board of Directors, a President, one (1)
or more Vice Presidents, a Secretary, and a Treasurer.  The order
of  the seniority of the Vice Presidents shall be in the order of
their  nomination, unless otherwise determined by  the  Board  of
Directors.  The Board of Directors or the Chairman of  the  Board
or  the  President  may also appoint one (1)  or  more  assistant
secretaries,  assistant treasurers, and such other  officers  and
agents with such powers and duties as it or he or she shall  deem
necessary.   The  Board of Directors may assign  such  additional
titles  to  one  (1) or more of the officers as they  shall  deem
appropriate.  Any one (1) person may hold any number  of  offices
of the corporation at any one time unless specifically prohibited
therefrom  by  law.  The salaries and other compensation  of  the
officers  of the corporation shall be fixed by or in  the  manner
designated by the Board of Directors.

          Section 2.  Tenure and Duties of Officers.

           (a)   General:  All officers shall hold office at  the
pleasure  of  the  Board of Directors and until their  successors
shall  have  been  duly  elected  and  qualified,  unless  sooner
removed.   Any  officer  elected or appointed  by  the  Board  of
Directors  may be removed at any time by the Board of  Directors.
If  the office of any officer becomes vacant for any reason,  the
vacancy  may  be  filled by the Board of Directors.   Nothing  in
these  Bylaws  shall  be  construed  as  creating  any  kind   of
contractual right to employment with the corporation.

           (b)  Duties of the Chairman of the Board of Directors:
The  Chairman  of  the Board of Directors shall  preside  at  all
meetings  of  the stockholders and the Board of  Directors.   The
Chairman  of  the  Board of Directors shall  perform  such  other
duties and have such other powers as the Board of Directors shall
designate from time to time.

           (c)  Duties of President:  The President shall preside
at  all  meetings of the stockholders and at all meetings of  the
Board of Directors, unless the Chairman of the Board of Directors
has  been appointed and is present.  The President shall  perform
such  other  duties and have such other powers as  the  Board  of
Directors shall designate from time to time.

<PAGE>

           (d)   Duties of Vice Presidents:  The Vice Presidents,
in  the  order  of  their seniority, may assume and  perform  the
duties  of  the  President in the absence or  disability  of  the
President or whenever the office of the President is vacant.  The
Vice  President  shall perform such other duties  and  have  such
other  powers  as  the Board of Directors or the President  shall
designate from time to time.

           (e)   Duties of Secretary:  The Secretary shall attend
all  meetings  of the stockholders and of the Board of  Directors
and  any  committee  thereof,  and  shall  record  all  acts  and
proceedings  thereof  in the minute book of the  corporation  and
shall  keep  the  seal of the corporation in safe  custody.   The
Secretary shall give notice, in conformity with these Bylaws,  of
all  meetings  of  the stockholders, and of all meetings  of  the
Board  of  Directors and any Committee thereof requiring  notice.
The Secretary shall perform such other duties and have such other
powers  as  the Board of Directors shall designate from  time  to
time.  The President may direct any Assistant Secretary to assume
and  perform  the  duties  of the Secretary  in  the  absence  or
disability  of the Secretary, and each Assistant Secretary  shall
perform such other duties and have such other powers as the Board
of Directors or the President shall designate from time to time.

           (f)   Duties of Chief Financial Officer and Treasurer:
Each  of  the  Chief  Financial Officer and the  Treasurer  shall
control,  audit  and  arrange  the  financial  affairs   of   the
corporation,  consistent with the responsibilities  delegated  to
each of them by the corporation's President.  The Chief Financial
Officer  or  Treasurer,  as the case may be,  shall  receive  and
deposit all monies belonging to the corporation and shall pay out
the  same only in such manner as the Board of Directors may  from
time  to  time  determine, and shall perform such  other  further
duties  as the Board of Directors may require.  It shall  be  the
duty  of the assistant treasurers to assist the Treasurer in  the
performance  of the Treasurer's duties and generally  to  perform
such  other  duties as may be delegated to them by the  Board  of
Directors.

                            ARTICLE V

             Execution of Corporate Instruments, and
          Voting of Securities Owned by the Corporation

          Section 1.  Execution of Corporate Instruments.

           (a)   The  Board of Directors may, in its  discretion,
determine  the  method  and designate the  signatory  officer  or
officers,  or  other person or persons, to execute any  corporate
instrument  or  document, or to sign the corporate  name  without
limitation,  except where otherwise provided  by  law,  and  such
execution or signature shall be binding upon the corporation.

           (b)   Unless otherwise specifically determined by  the
Board of Directors or otherwise required by law, formal contracts
of  the  corporation, promissory notes, deeds of trust, mortgages
and other evidences of indebtedness of the corporation, and other
corporate instruments or documents requiring the corporate  seal,
and  certificates  of shares of stock owned by  the  corporation,
shall  be  executed, signed or endorsed by the  Chairman  of  the
Board,  the President, any Vice President or the Secretary.   All
other   instruments   and  documents  requiring   the   corporate
signature, but not requiring the corporate seal, may be  executed
as  aforesaid or in such other manner as may be directed  by  the
Board of Directors.

<PAGE>

           (c)   All  checks and drafts drawn on banks  or  other
depositaries  on  funds to the credit of the corporation,  or  in
special  accounts  of the corporation, shall be  signed  by  such
person or persons as the Board of Directors shall authorize so to
do.

           Section 2.  Voting of Securities Owned by Corporation.
All  stock  and other securities of other corporations  owned  or
held  by the corporation for itself, or for other parties in  any
capacity,  shall  be voted, and all proxies with respect  thereto
shall  be  executed,  by  the  person  authorized  so  to  do  by
resolution of the Board of Directors or, in the absence  of  such
authorization, by the Chairman of the Board (if there be such  an
officer  appointed),  or  by  the  President,  or  by  any   Vice
President.



                           ARTICLE VI

                         Shares of Stock

            Section  1.   Form  and  Execution  of  Certificates.
Certificates for the shares of stock of the corporation shall  be
in   such   form  as  is  consistent  with  the  Certificate   of
Incorporation and applicable law.  Every holder of stock  in  the
corporation shall be entitled to have a certificate signed by, or
in  the name of the corporation by, the Chairman of the Board (if
there  be such an officer appointed), or by the President or  any
Vice President and by the Treasurer or Assistant Treasurer or the
Secretary or Assistant Secretary, certifying the number of shares
owned by him in the corporation.  Any or all of the signatures on
the  certificate  may  be  a facsimile.   In  case  any  officer,
transfer  agent,  or registrar who has signed or whose  facsimile
signature has been placed upon a certificate shall have ceased to
be  such  officer,  transfer  agent,  or  registrar  before  such
certificate is issued, it may be issued with the same  effect  as
if  he or she were such officer, transfer agent, or registrar  at
the  date  of  issue.  If the corporation shall be authorized  to
issue more than one class of stock or more than one series of any
class,   the  powers,  designations,  preferences  and  relative,
participating, optional or other special rights of each class  of
stock  or  series thereof and the qualifications, limitations  or
restrictions of such preferences and/or rights shall be set forth
in  full  or  summarized on the face or back of  the  certificate
which  the  corporation shall issue to represent  such  class  or
series  of stock, provided that, except as otherwise provided  in
Section  202 of the Delaware General Corporation Law, in lieu  of
the foregoing requirements, there may be set forth on the face or
back  of  the  certificate which the corporation shall  issue  to
represent  such  class or series of stock, a statement  that  the
corporation  will furnish without charge to each stockholder  who
so  requests the powers, designations, preferences and  relative,
participating, optional or other special rights of each class  of
stock  or  series thereof and the qualifications, limitations  or
restrictions of such preferences and/or rights.

<PAGE>

           Section 2.  Lost Certificates.  The Board of Directors
may  direct  a  new certificate or certificates to be  issued  in
place  of  any certificate or certificates theretofore issued  by
the  corporation alleged to have been lost or destroyed, upon the
making  of  an affidavit of that fact by the person claiming  the
certificate  of stock to be lost or destroyed.  When  authorizing
such  issue  of a new certificate or certificates, the  Board  of
Directors may, in its discretion and as a condition precedent  to
the issuance thereof, require the owner of such lost or destroyed
certificate  or  certificates, or his  legal  representative,  to
indemnify  the  corporation in such manner as  it  shall  require
and/or  to  give the corporation a surety bond in such  form  and
amount  as it may direct as indemnity against any claim that  may
be  made  against the corporation with respect to the certificate
alleged to have been lost or destroyed.

           Section 3.  Transfers.  Transfers of record of  shares
of  stock of the corporation shall be made only upon its books by
the  holders  thereof, in person or by attorney duly  authorized,
and  upon  the surrender of a certificate or certificates  for  a
like number of shares, properly endorsed.

          Section 4.  Fixing Record Dates.

           (a)   In order that the corporation may determine  the
stockholders entitled to notice of or to vote at any  meeting  of
stockholders  or any adjournment thereof, the Board of  Directors
may  fix  a record date, which record date shall not precede  the
date  upon which the resolution fixing the record date is adopted
by  the  Board of Directors, and which record date shall  not  be
more  than sixty (60) nor less than ten (10) days before the date
of  such  meeting.  If no record date is fixed by  the  Board  of
Directors, the record date for determining stockholders  entitled
to  notice of or to vote at a meeting of stockholders shall be at
the  close of business on the day next preceding the day on which
notice  is  given,  or,  if notice is waived,  at  the  close  of
business on the day next preceding the date on which the  meeting
is  held.  A determination of stockholders of record entitled  to
notice of or to vote at a meeting of stockholders shall apply  to
any adjournment of the meeting; provided, however, that the Board
of Directors may fix a new record date for the adjourned meeting.

           (b)   In order that the corporation may determine  the
stockholders entitled to consent to corporate action  in  writing
without a meeting, the Board of Directors may fix a record  date,
which  record  date  shall not precede the date  upon  which  the
resolution  fixing the record date is adopted  by  the  Board  of
Directors,  and which date shall not be more than ten  (10)  days
after  the date upon which the resolution fixing the record  date
is adopted by the Board of Directors.  If no record date has been
fixed  by the Board of Directors, the record date for determining
stockholders entitled to consent to corporate action  in  writing
without a meeting, when no prior action by the Board of Directors
is required by the Delaware General Corporation Law, shall be the
first  date on which a signed written consent setting  forth  the
action  taken  or proposed to be taken is delivered  (a)  to  the
corporation by delivery to its registered office in Delaware, its
principal  place  of  business, or an officer  or  agent  of  the
corporation  having custody of the book in which  proceedings  of
meetings  of  stockholders are recorded, or (b) directly  to  the
corporation, if authorized by the Board of Directors in the  case
of consents

<PAGE>

submitted  by  electronic  transmission.   Delivery  made  to   a
corporation's registered office shall be by hand or by  certified
or  registered mail, return receipt requested.  If no record date
has  been fixed by the Board of Directors and prior action by the
Board  of  Directors  is required by law,  the  record  date  for
determining stockholders entitled to consent to corporate  action
in writing without a meeting shall be at the close of business on
the  day  on  which the Board of Directors adopts the  resolution
taking such prior action.

           (c)   In order that the corporation may determine  the
stockholders entitled to receive payment of any dividend or other
distribution  or  allotment  of any rights  or  the  stockholders
entitled  to  exercise  any  rights in  respect  of  any  change,
conversion or exchange of stock, or for the purpose of any  other
lawful  action,  the Board of Directors may fix  a  record  date,
which  record  date  shall not precede the date  upon  which  the
resolution  fixing the record date is adopted, and  which  record
date shall be not more than sixty (60) days prior to such action.
If  no  record  date  is fixed, the record date  for  determining
stockholders  for  any such purpose shall  be  at  the  close  of
business  on the day on which the Board of Directors  adopts  the
resolution relating thereto.

           Section  5.  Registered Stockholders.  The corporation
shall  be  entitled to recognize the exclusive right of a  person
registered  on  its  books  as the owner  of  shares  to  receive
dividends, and to vote as such owner, and shall not be  bound  to
recognize  any  equitable or other claim to or interest  in  such
share  or shares on the part of any other person, whether or  not
it  shall  have  express  or  other  notice  thereof,  except  as
otherwise provided by the laws of Delaware.

                           ARTICLE VII

               Other Securities of the Corporation

          All bonds, debentures and other corporate securities of
the corporation, other than stock certificates, may be signed  by
the  Chairman of the Board or the President or any Vice President
or  such  other  person  as may be authorized  by  the  Board  of
Directors and the corporate seal impressed thereon or a facsimile
of  such seal imprinted thereon and attested by the signature  of
the  Secretary or an Assistant Secretary, or the Treasurer or  an
Assistant Treasurer; provided, however, that where any such bond,
debenture  or other corporate security shall be authenticated  by
the manual signature of a trustee under an indenture pursuant  to
which  such bond, debenture or other corporate security shall  be
issued,  the  signature of the persons signing and attesting  the
corporate  seal  on  such  bond,  debenture  or  other  corporate
security may be the imprinted facsimile of the signatures of such
persons.   Interest  coupons  appertaining  to  any  such   bond,
debenture or other corporate security, authenticated by a trustee
as  aforesaid,  shall  be  signed by the Treasurer  or  Assistant
Treasurer  of  the corporation, or such other person  as  may  be
authorized  by the Board of Directors, or bear imprinted  thereon
the  facsimile signature of such person.  In case any officer who
shall  have  signed  or  attested any bond,  debenture  or  other
corporate  security,  or whose facsimile signature  shall  appear
thereon  shall have ceased to be such officer of the  corporation
before the bond, debenture or other

<PAGE>

corporate  security  so  signed  or  attested  shall  have   been
delivered,  such  bond,  debenture or  other  corporate  security
nevertheless  may be adopted by the corporation  and  issued  and
delivered  as  though the person who signed  the  same  or  whose
facsimile  signature shall have been used thereon had not  ceased
to be such officer of the corporation.



                          ARTICLE VIII

                         Corporate Seal

           The  corporation shall have a common seal, upon  which
shall be inscribed:

                       "Intel Corporation
                   Incorporated March 1, 1989
                            Delaware"

           In  the  event the corporation changes its  name,  the
corporate seal shall be changed to reflect such new name.

                           ARTICLE IX

                       Indemnification of
            Officers, Directors, Employees and Agents

           Section 1.  Right to Indemnification.  Each person who
was  or is a party or is threatened to be made a party to  or  is
involved  (as a party, witness, or otherwise), in any threatened,
pending,  or  completed  action, suit,  arbitration,  alternative
dispute   mechanism,  inquiry,  administrative   or   legislative
hearing,  investigation  or  any  other  actual,  threatened   or
completed  proceeding,  including any and  all  appeals,  whether
civil, criminal, administrative, or investigative (hereinafter  a
"Proceeding"), by reason of the fact that he or she, or a  person
of  whom  he  or she is the legal representative,  is  or  was  a
director,   officer,  employee,  or  agent  of  the   corporation
(including service with respect to employee benefit plans) or  is
or  was  serving at the request of the corporation as a director,
officer,  employee,  or  agent of another  corporation  or  of  a
partnership,  joint venture, trust, or other enterprise,  whether
the  basis  of  the Proceeding is alleged action in  an  official
capacity  as a director, officer, employee, or agent  or  in  any
other capacity while serving as a director, officer, employee, or
agent  (hereafter  an  "Agent"), shall be  indemnified  and  held
harmless  by the corporation to the fullest extent authorized  by
the  Delaware General Corporation Law, as the same exists or  may
hereafter be amended or interpreted (but, in the case of any such
amendment  or  interpretation,  only  to  the  extent  that  such
amendment  or interpretation permits the corporation  to  provide
broader indemnification rights than were permitted prior thereto)
against  all expenses, liability, and loss (including  attorneys'
fees,  judgments,  fines, ERISA excise taxes  or  penalties,  and
amounts  paid  or  to be paid in settlement,  and  any  interest,
assessments,  or other charges imposed thereon, and any  federal,
state,  local, or foreign taxes imposed on any Agent as a  result
of  the  actual  or  deemed receipt of any  payments  under  this
Article)

<PAGE>

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,
any  Proceeding (hereinafter "Expenses"); provided, however, that
except  as to actions to enforce indemnification rights  pursuant
to Section 3 of this Article, the corporation shall indemnify any
Agent seeking indemnification in connection with a Proceeding (or
part thereof) initiated by such person only if the Proceeding (or
part  thereof)  was authorized by the Board of Directors  of  the
corporation.   The  right to indemnification  conferred  in  this
Article shall be a contract right.

           Section  2.  Authority to Advance Expenses.   Expenses
incurred  by  an officer or director (acting in his  capacity  as
such)  in defending a Proceeding shall be paid by the corporation
in advance of the final disposition of such Proceeding, provided,
however,  that  if  required by the Delaware General  Corporation
Law,  as  amended,  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 or she is not entitled  to  be
indemnified by the corporation as authorized in this  Article  or
otherwise.   Expenses incurred by other Agents of the corporation
(or by the directors or officers not acting in their capacity  as
such,  including service with respect to employee benefit  plans)
may  be  advanced upon such terms and conditions as the Board  of
Directors  deems  appropriate.  Any obligation to  reimburse  the
corporation  for  Expense  advances shall  be  unsecured  and  no
interest shall be charged thereon.

           Section  3.  Right of Claimant to Bring  Suit.   If  a
claim under Section 1 or 2 of this Article is not paid in full by
the corporation within thirty (30) days after a written claim has
been  received by the corporation, the claimant may at  any  time
thereafter  bring suit, in a court of competent  jurisdiction  in
the  state  of Delaware, against the corporation to  recover  the
unpaid  amount  of the claim and, if successful in  whole  or  in
part,  the claimant shall be entitled to be paid also the expense
(including attorneys' fees) of prosecuting such claim.  It  shall
be  a defense to any such action (other than an action brought to
enforce  a  claim for expenses incurred in defending a Proceeding
in   advance   of  its  final  disposition  where  the   required
undertaking  has  been  tendered to  the  corporation)  that  the
claimant  has  not  met  the standards of conduct  that  make  it
permissible  under the Delaware General Corporation Law  for  the
corporation  to  indemnify the claimant for the  amount  claimed.
The burden of proving such a defense shall be on the corporation.
Neither  the failure of the corporation (including its  Board  of
Directors,  independent legal counsel, or  its  stockholders)  to
have  made  a  determination prior to the  commencement  of  such
action  that indemnification of the claimant is proper under  the
circumstances  because he or she has met the applicable  standard
of conduct set forth in the Delaware General Corporation Law, nor
an  actual determination by the corporation (including its  Board
of  Directors,  independent legal counsel, or  its  stockholders)
that  the  claimant  had  not  met such  applicable  standard  of
conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.

            Section  4.   Provisions  Nonexclusive.   The  rights
conferred on any person by this Article shall not be exclusive of
any other rights that such person may have or

<PAGE>

hereafter acquire under any statute, provision of the Certificate
of    Incorporation,   agreement,   vote   of   stockholders   or
disinterested directors, or otherwise, both as to  action  in  an
official  capacity  and  as to action in another  capacity  while
holding  such  office.  To the extent that any provision  of  the
Certificate,   agreement,  or  vote  of   the   stockholders   or
disinterested  directors is inconsistent with these  Bylaws,  the
provision, agreement, or vote shall take precedence.

           Section 5.  Authority to Insure.  The corporation  may
purchase  and maintain insurance to protect itself and any  Agent
against  any Expense, whether or not the corporation  would  have
the  power  to  indemnify the Agent against  such  Expense  under
applicable law or the provisions of this Article.

          Section 6.  Survival of Rights.  The rights provided by
this  Article shall continue as to a person who has ceased to  be
an  Agent and shall inure to the benefit of the heirs, executors,
and administrators of such a person.

           Section  7.   Settlement of Claims.   The  corporation
shall not be liable to indemnify any Agent under this Article (a)
for  any  amounts  paid  in settlement of  any  action  or  claim
effected without the corporation's written consent, which consent
shall not be unreasonably withheld; or (b) for any judicial award
if  the  corporation  was  not  given  a  reasonable  and  timely
opportunity,  at its expense, to participate in  the  defense  of
such action.

           Section  8.      Effect of Amendment.  Any  amendment,
repeal,  or  modification  of this Article  shall  not  adversely
affect any right or protection of any Agent existing at the  time
of such amendment, repeal, or modification.

          Section 9.  Subrogation.  In the event of payment under
this  Article, the corporation shall be subrogated to the  extent
of  such  payment to all of the rights of recovery of the  Agent,
who  shall  execute all papers required and shall  do  everything
that  may  be  necessary  to secure such  rights,  including  the
execution  of such documents necessary to enable the  corporation
effectively to bring suit to enforce such rights.

            Section   10.   No  Duplication  of  Payments.    The
corporation  shall not be liable under this Article to  make  any
payment  in connection with any claim made against the  Agent  to
the  extent  the  Agent has otherwise actually  received  payment
(under  any  insurance policy, agreement, vote, or otherwise)  of
the amounts otherwise indemnifiable hereunder.

                            ARTICLE X

                             Notices

           (a)   Whenever, under any provisions of these  Bylaws,
notice is required to be given to any stockholder, the same shall
be  given in writing, either (a) timely and duly deposited in the
United  States  Mail,  postage  prepaid,  and  addressed  to  the
stockholder's  last known post office address  as  shown  by  the
stock record of the

<PAGE>

corporation or its transfer agent or (b) by a form of  electronic
transmission consented to by the stockholder to whom  the  notice
is  given,  except to the extent prohibited by Section 232(e)  of
the  Delaware  General Corporation Law.  Any consent  to  receive
notice  by  electronic transmission shall  be  revocable  by  the
stockholder  by  written  notice to the  corporation.   Any  such
consent shall be deemed revoked if (i) the corporation is  unable
to deliver by electronic transmission two (2) consecutive notices
given by the corporation in accordance with such consent and (ii)
such  inability  becomes known to the Secretary or  an  Assistant
Secretary of the corporation or to the transfer agent,  or  other
person  responsible for the giving of notice; provided,  however,
the  inadvertent failure to treat such inability as a  revocation
shall not invalidate any meeting or other action.

           (b)   Any  notice required to be given to any director
may  be given by the method hereinabove stated.  Any such notice,
other  than one which is delivered personally, shall be  sent  to
such  post  office address, facsimile number or  electronic  mail
address  as  such director shall have filed in writing  with  the
Secretary of the corporation, or, in the absence of such  filing,
to the last known post office address of such director.  It shall
not  be  necessary  that  the same method  of  giving  notice  be
employed  in  respect of all directors, but one  (1)  permissible
method  may  be employed in respect of any one or more,  and  any
other permissible method or methods may be employed in respect of
any other or others.

           (c)   If  no  post office address of a stockholder  or
director be known, such notice may be sent to the office  of  the
corporation  required to be maintained pursuant to Section  2  of
Article I hereof.  An affidavit executed by a duly authorized and
competent  employee of the corporation or the transfer  agent  or
other  agent  of  the corporation appointed with respect  to  the
class  of  stock  affected, specifying the name and  post  office
address or the names and post office addresses of the stockholder
or  stockholders, director or directors, to whom any such  notice
or  notices was or were given, and the time and method of  giving
the  same (or, for any stockholder or director to whom notice has
been  directed by electronic transmission, the form of electronic
transmission and the facsimile number, electronic mail address or
other location to which such notice was directed and the time  at
which  such  notice  was  directed  to  each  such  director   or
stockholder),  shall be prima facie evidence  of  the  statements
therein contained.

           (d)   All  notices given by mail, as  above  provided,
shall  be  deemed to have been given as at the time  of  mailing.
All  notices  given  to  stockholders by  a  form  of  electronic
transmission,  as above provided, shall be deemed  to  have  been
given:  (a) if by facsimile, when directed to a number  at  which
the  stockholder  has  consented to receive  notice;  (b)  if  by
electronic  mail, when directed to an electronic mail address  at
which the stockholder has consented to receive notice; (c) if  by
a  posting on an electronic network together with separate notice
to  the  stockholder of such specific posting, upon the later  of
(i) such posting and (ii) the giving of such separate notice; and
(d)  if  by  any  other  form  of electronic  transmission,  when
directed to the stockholder.  All notices given to directors by a
form  of  electronic  transmission, as above provided,  shall  be
deemed  to  have been given when directed to the electronic  mail
address, facsimile

<PAGE>

number,  or other location filed in writing by the director  with
the Secretary of the corporation.

           (e)  The period or limitation of time within which any
stockholder  may  exercise any option  or  right,  or  enjoy  any
privilege or benefit, or be required to act, or within which  any
director may exercise any power or right, or enjoy any privilege,
pursuant  to  any  notice sent him in the manner above  provided,
shall not be affected or extended in any manner by the failure of
such a stockholder or such director to receive such notice.

           (f)  Whenever any notice is required to be given under
the  provisions  of  the  statutes  or  of  the  Certificate   of
Incorporation,  or of these Bylaws, a waiver thereof  in  writing
given  by the person or persons entitled to said notice,  whether
before  or  after  the  time  stated  therein,  shall  be  deemed
equivalent thereto.

          (g)  Whenever notice is required to be given, under any
provision of law or of the Certificate of Incorporation or Bylaws
of  the  corporation,  to any person with whom  communication  is
unlawful, the giving of such notice to such person shall  not  be
required  and there shall be no duty to apply to any governmental
authority  or agency for a license or permit to give such  notice
to  such  person.  Any action or meeting which shall be taken  or
held without notice to any such person with whom communication is
unlawful  shall have the same force and effect as if such  notice
had  been duly given.  In the event that the action taken by  the
corporation  is  such as to require the filing of  a  certificate
under any provision of the Delaware General Corporation Law,  the
certificate  shall state, if such is the fact and  if  notice  is
required,  that  notice  was given to  all  persons  entitled  to
receive  notice  except such persons with whom  communication  is
unlawful.

           (h)  Whenever notice is to be given to the corporation
by a stockholder under any provision of law or of the Certificate
of  Incorporation or Bylaws of the corporation, such notice shall
be  delivered to the Secretary at the principal executive offices
of   the  corporation.   If  delivered  by  electronic  mail   or
facsimile,  the  stockholder's notice shall be  directed  to  the
Secretary at the electronic mail address or facsimile number,  as
the  case  may  be, specified in the company's most recent  proxy
statement.

                           ARTICLE XI

                           Amendments

            Unless  otherwise  provided  in  the  Certificate  of
Incorporation, these Bylaws may be repealed, altered  or  amended
or  new Bylaws adopted by written consent of the stockholders  in
the  manner  authorized by Section 8 of Article  II,  or  at  any
meeting  of  the stockholders, either annual or special,  by  the
affirmative vote of a majority of the stock entitled to  vote  at
such  meeting.   The  Board  of Directors  shall  also  have  the
authority  to  repeal, alter or amend these Bylaws or  adopt  new
Bylaws  (including,  without limitation,  the  amendment  of  any
Bylaws setting forth the number of directors who shall constitute
the whole Board of Directors) by unanimous written consent or  at
any annual, regular,

<PAGE>

or  special meeting by the affirmative vote of a majority of  the
whole   number  of  directors,  subject  to  the  power  of   the
stockholders  to change or repeal such Bylaws and  provided  that
the  Board of Directors shall not make or alter any Bylaws fixing
the   qualifications,  classifications,   term   of   office   or
compensation of directors.

                           ARTICLE XII

                     Electronic Transmission

When  used in these Bylaws, the terms "written" and "in  writing"
shall  include  any  "electronic  transmission,"  as  defined  in
Section 232(c) of the Delaware General Corporation Law, including
without    limitation   any   telegram,   cablegram,    facsimile
transmission and communication by electronic mail.

<PAGE>

                                                      Exhibit 5.1

                         May 19, 2004

Intel Corporation
2200 Mission College Blvd.
Santa Clara, CA  95052-8119

Re:  Proposed  Offering  of up to 240,000,000  Shares  of  Common
     Stock
     Pursuant to the Intel Corporation 2004 Equity Incentive Plan

Ladies and Gentlemen:

      We  refer  to an aggregate of 240,000,000 shares of  Common
Stock,  par  value  $.001  per share  ("the  Shares"),  of  Intel
Corporation,  a Delaware corporation (the "Company"),  which  are
the  subject  of  a  registration  statement  on  Form  S-8  (the
"Registration  Statement") to be filed with  the  Securities  and
Exchange  Commission (the "Commission") under the Securities  Act
of 1933, as amended (the "Act").  The shares of Common Stock (the
"Shares") subject to the Registration Statement are to be  issued
under  the  Intel  Corporation 2004 Equity  Incentive  Plan  (the
"Plan").

     For the purpose of rendering this opinion, we have made such
factual  and legal examination as we deemed necessary  under  the
circumstances,  and  in that connection we have  examined,  among
other things, originals or copies of the following:

           1)  Intel  Corporation Second Restated Certificate  of
     Incorporation   dated  March  13,  2003   (incorporated   by
     reference to Exhibit 3.1 of Registrant's Form 10-Q  for  the
     quarter ended March 29, 2003, as filed on May 7, 2003);

          2) Intel Corporation Bylaws as of May 19, 2004;

           3)  The description of the Shares set forth under  the
     caption  "Description  of Capital Stock"  in  the  Company's
     registration statement on Form S-3, as amended,  filed  with
     the Commission on April 18, 1995, File No. 33-56107;

          4) The Plan; and

           5)  Such records of the corporate proceedings  of  the
     Company,  such  certificates  and  assurances  from   public
     officials, officers and representatives of the Company,  and
     such  other  documents  as we have considered  necessary  or
     appropriate for the purpose of rendering this opinion.

          In  rendering  the  opinion expressed  below,  we  have
          assumed:

<PAGE>

           a)  The  genuineness  of all signatures  on,  and  the
     authenticity of, all documents submitted to us as  originals
     and  the  conformity to original documents of all  documents
     submitted  to us as copies.  With respect to agreements  and
     instruments executed by natural persons, we have assumed the
     legal competency of such persons.

          b) There are no agreements or understandings between or
     among  the  Company and any participants in  the  Plan  that
     would  expand, modify or otherwise affect the terms  of  the
     Plan  or  the  respective  rights  or  obligations  of   the
     participants thereunder.

      Based  upon our examination mentioned above, we are of  the
opinion that the Shares have been validly authorized for issuance
and,  when issued and sold in accordance with the terms set forth
in the Plan and the payment therefore has been received, and when
the  Registration Statement has become effective under  the  Act,
the  Shares  so issued will be legally issued and will  be  fully
paid and nonassessable.

      The  opinions set forth herein are subject to the following
assumptions:

           A)  Our opinions set forth herein are limited  to  the
     effect  of  the  present corporate  laws  of  the  State  of
     Delaware and to the present judicial interpretations thereof
     and  to the facts as they presently exist.  Although we  are
     not  admitted to practice in the State of Delaware,  we  are
     familiar with the Delaware General Corporation Law and  have
     made  such investigation thereof as we deemed necessary  for
     the  purpose of rendering the opinion contained herein.   We
     assume  no  obligation to revise or supplement our  opinions
     should  the present laws, or the interpretation thereof,  be
     changed or to revise or supplement these opinions in respect
     of  any circumstances or events that occur subsequent to the
     date hereof.

          B) Our opinions set forth herein are subject to (i) the
     effect   of   any  bankruptcy,  insolvency,  reorganization,
     moratorium,  arrangement  or  similar  laws  affecting   the
     enforcement   of  creditors'  rights  generally  (including,
     without  limitation, the effect of statutory or  other  laws
     regarding  fraudulent  transfers or preferential  transfers)
     and (ii) general principles of equity, regardless of whether
     a  matter is considered in a proceeding in equity or at law,
     including,  without  limitation,  concepts  of  materiality,
     reasonableness, good faith and fair dealing and the possible
     unavailability of specific performance, injunctive relief or
     other equitable remedies.

          C) We express no opinion regarding the effectiveness of
     any  waiver (whether or not stated as such) contained in the
     Plan of rights of any party, or duties owing to it, that  is
     broadly or vaguely stated or does not describe the right  or
     duty  purportedly waived with reasonable specificity or  any
     provision   in   the   Plan  relating  to   indemnification,
     exculpation or contribution.

      This opinion may be filed as an exhibit to the Registration
Statement.  Consent is also given to the reference to  this  firm
under the caption "Legal Matters" in the prospectus contained  in
or  incorporated by reference to the Registration Statement.   In
giving this consent, we do not

<PAGE>

admit we are included in the category of persons whose consent is
required  under Section 7 of the Act or the rules and regulations
of the Commission promulgated thereunder.





Very truly yours,

/s/Gibson, Dunn & Crutcher LLP

GIBSON, DUNN & CRUTCHER LLP



<PAGE>

                                                     Exhibit 23.2

       CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

      We  consent  to  the  incorporation  by  reference  in  the
Registration  Statement  (Form  S-8)  pertaining  to  the   Intel
Corporation  2004  Equity Incentive Plan,  of  our  report  dated
January  13,  2004,  with  respect to the consolidated  financial
statements  and  schedule of Intel Corporation  included  in  its
Annual Report (Form 10-K/A) for the year ended December 27, 2003,
filed with the Securities and Exchange Commission.

                                            /s/ Ernst & Young LLP

San Jose, California
May 18, 2004
[{"type": "S-8", "sequence": "1", "filename": "equityfinal.txt", "description": "2004 EQUITY INCENTIVE PLAN", "secsgml_size_bytes": 100745}]
{"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": "333-115625", "film-number": "04818314"}, "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  19,
2004
                                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)

          Intel Corporation 2004 Equity Incentive Plan
                    (Full Title of the Plan)

                      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:

                     RONALD O. MUELLER, ESQ.
                   Gibson, Dunn & Crutcher LLP
             1050 Connecticut Avenue, NW, Suite 300
                      Washington, DC  20036
                         (202) 955-8500

----------------------------------------------------------------
                 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  240,000,000   $26.87   $6,448,800,000   $817,062.96
value                                    .00
$0.001 per
share
----------------------------------------------------------------
(1)   Pursuant  to Rule 416(a), this Registration Statement  also
      covers additional securities that may be offered under  the
      Intel  Corporation 2004 Equity Incentive Plan 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)and Rule 457(h)(1)  based
      upon  the average of the high and low prices of the  Common
      Stock  on the Nasdaq National Market on May 17, 2004, which
      was $26.87.
II-1

                          INTRODUCTION

      This  Registration Statement on Form S-8 is filed by  Intel
Corporation,  a  Delaware corporation (the "Corporation"  or  the
"Registrant"),  relating  to 240,000,000  shares  of  its  common
stock,  par value $0.001 per share (the "Common Stock")  issuable
to  eligible directors and employees of the Corporation under the
Intel Corporation 2004 Equity Incentive Plan (the "Plan").

                             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 in this Registration Statement by reference:

(1)   The  Registrant's  latest annual report filed  pursuant  to
      Section  13(a) or 15(d) of the Securities Exchange  Act  of
      1934,  as amended (the "Exchange Act") or latest prospectus
      filed  pursuant to Rule 424(b) under the Securities Act  of
      1933,  as  amended  (the "Securities Act"),  that  contains
      audited  financial  statements for the Registrant's  latest
      fiscal year for which such statements have been filed;

(2)   All  other reports filed pursuant to Section 13(a) or 15(d)
      of  the  Exchange  Act since the end  of  the  fiscal  year
      covered  by Registrant's latest annual report or prospectus
      referred to in (1) above;

(3)   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.
II-2

      All  reports and other documents subsequently filed by  the
Registrant  pursuant to Sections 13(a) and (c), 14 and  15(d)  of
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 such  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.

     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 for purposes of this  Registration
Statement 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  earlier statement.  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.
II-3

      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.
II-4

     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:

4.1   Intel   Corporation   Second   Restated   Certificate    of
      Incorporation   dated  March  13,  2003  (incorporated   by
      reference to Exhibit 3.1 of Registrant's Form 10-Q for  the
      quarter ended March 29, 2003, as filed on May 7, 2003).

4.2   Intel Corporation Bylaws as amended.

5.1   Opinion of Gibson, Dunn & Crutcher LLP.

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

23.2  Consent of Ernst & Young LLP, Independent Auditors.

24.   Power of Attorney (contained on signature page hereto).
II-5

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 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.
II-6

          (c)  To  remove from registration by means of a  post-
               effective  amendment any of the securities  being
               registered which remain unsold at the termination
               of the offering.

          (2) The undersigned Registrant hereby undertakes that,
for  purposes of determining any liability under the  Securities
Act,  each filing of the Registrant's annual report pursuant  to
Section  13(a)  or  Section 15(d) of the Exchange  Act  that  is
incorporated by reference in the Registration Statement shall be
deemed  to  be  a  new registration statement  relating  to  the
securities  offered therein, and the offering of such securities
at  that  time  shall  be  deemed to be the  initial  bona  fide
offering thereof.

          (3) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and  controlling  persons  of  the Registrant  pursuant  to  the
foregoing  provisions,  or otherwise, the  Registrant  has  been
advised  that  in  the  opinion of the Securities  and  Exchange
Commission  such  indemnification is against  public  policy  as
expressed   in   the   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.
II-7

                           SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the  Corporation  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 19th  day  of
May, 2004.

                                 INTEL CORPORATION

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

      Each  person whose signature appears below constitutes  and
appoints  F.  Thomas  Dunlap, Jr., 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.

      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        May 19, 2004
Andrew S. Grove           and Director

/s/Craig R. Barrett       Chief Executive Officer      May 19, 2004
Craig R. Barrett          and Director

/s/Paul S. Otellini       President, Chief Operating   May 19, 2004
Paul S. Otellini          Officer and Director

/s/Charlene Barshefsky    Director                     May 19, 2004
Charlene Barshefsky
II-8

/s/E. John P. Browne      Director                     May 19, 2004

E. John P. Browne

/s/Andy D. Bryant         Executive Vice President,    May 19, 2004
Andy Bryant               Chief Financial Officer
                          and Principal Accounting
                          Officer

/s/D. James Guzy          Director                     May 19, 2004
D. James Guzy

/s/Reed E. Hundt          Director                     May 19, 2004
Reed E. Hundt

/s/David S. Pottruck      Director                     May 19, 2004
David S. Pottruck

/s/Jane E. Shaw           Director                     May 19, 2004
Jane E. Shaw

/s/John L. Thornton       Director                     May 19, 2004
John L. Thornton

/s/David B. Yoffie        Director                     May 19, 2004
David B. Yoffie
II-9

                          EXHIBIT INDEX

Exhibit
Number    Description
--------  -----------------------------------------------------
4.2       Intel Corporation Bylaws as amended.

5.1       Opinion of Gibson, Dunn & Crutcher LLP.

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

23.2      Consent of Ernst & Young LLP, Independent Auditors.
Exhibit 4.2

                        INTEL CORPORATION

                             BYLAWS

                            ARTICLE I

                             Offices

           Section 1.  Registered Office.  The registered  office
of  the corporation in the State of Delaware shall be in the City
of Wilmington, County of New Castle.

           Section 2.  Other Offices.  The corporation shall also
have  and  maintain an office or principal place of  business  at
2200  Mission  College Boulevard, Santa Clara,  County  of  Santa
Clara,  State  of California, and may also have offices  at  such
other  places, both within and without the State of Delaware,  as
the  Board  of Directors may from time to time determine  or  the
business of the corporation may require.

                           ARTICLE II

                     Stockholders' Meetings

          Section 1.  Place of Meetings.

           (a)   Meetings of the stockholders of the  corporation
shall  be held at such place, either within or without the  State
of  Delaware, as may be designated from time to time by the Board
of Directors, or, if not so designated, then at the office of the
corporation  required to be maintained pursuant to Section  2  of
Article I hereof.

            (b)    The  Board  of  Directors  may,  in  its  sole
discretion, determine that the meeting shall not be held  at  any
place,  but  may  instead  be  held solely  by  means  of  remote
communication  in  accordance  with  Section  211(a)(2)  of   the
Delaware General Corporation Law.  If authorized by the Board  of
Directors  in its sole discretion, and subject to such guidelines
and  procedures as the Board of Directors may adopt, stockholders
and   proxyholders  not  physically  present  at  a  meeting   of
stockholders   may,   by  means  of  remote   communication   (a)
participate  in  a  meeting of stockholders; and  (b)  be  deemed
present  in person and vote at a meeting of stockholders  whether
such  meeting  is to be held at a designated place or  solely  by
means  of remote communication, provided that (i) the corporation
shall  implement reasonable measures to verify that  each  person
deemed  present and permitted to vote at the meeting by means  of
remote  communication is a stockholder or proxyholder;  (ii)  the
corporation  shall implement reasonable measures to provide  such
stockholders   and  proxyholders  a  reasonable  opportunity   to
participate  in the meeting and to vote on matters  submitted  to
the  stockholders, including an opportunity to read or  hear  the
proceedings of the meeting substantially concurrently  with  such
proceedings; and (iii) if any stockholder or proxyholder votes or
takes   other   action  at  the  meeting  by  means   of   remote
communication,  a record of such vote or other  action  shall  be
maintained by the corporation.
Section  2.  Annual Meetings.  The annual meetings  of
the  stockholders of the corporation for the purpose of  election
of  directors  and for such other business as may  lawfully  come
before it, shall be held on such date and at such time as may  be
designated from time to time by the Board of Directors, but in no
event  more  then  fifteen (15) months  after  the  date  of  the
preceding annual meeting.

           Section 3.  Special Meetings.  Special meetings of the
stockholders of the corporation may be called, for any purpose or
purposes,  by the Chairman of the Board or the President  or  the
Board of Directors at any time.

          Section 4.  Notice of Meetings.

           (a)   Except  as  otherwise provided  by  law  or  the
Certificate  of  Incorporation,  written  notice  (as  the   term
"written"  is defined in Article XII hereof) of each  meeting  of
stockholders, specifying the place, if any, date and hour of  the
meeting;  the  means of remote communications, if any,  by  which
stockholders  and  proxyholders may be deemed to  be  present  in
person  and vote at such meeting; and the purpose or purposes  of
the  meeting, shall be given not less than ten (10) nor more than
sixty  (60)  days  before  the  date  of  the  meeting  to   each
stockholder entitled to vote thereat, directed to the stockholder
in  accordance with the procedures set forth in Article X hereof.
Notice shall be deemed to have been given to all stockholders  of
record who share an address if notice is given in accordance with
the  "householding"  rules set forth in Rule 14a-3(e)  under  the
Securities Exchange Act of 1934, as amended ("Exchange Act").

           (b)   If at any meeting action is proposed to be taken
which,  if  taken,  would  entitle  stockholders  fulfilling  the
requirements   of   Section  262(d)  of  the   Delaware   General
Corporation  Law  to  an appraisal of the  fair  value  of  their
shares,  the notice of such meeting shall contain a statement  of
that  purpose  and to that effect and shall be accompanied  by  a
copy of that statutory section.

           (c)   When a meeting is adjourned to another  time  or
place,  notice need not be given of the adjourned meeting if  the
time  and  place,  if  any,  thereof, and  the  means  of  remote
communications,  if any, by which stockholders  and  proxyholders
may  be  deemed to be present in person and vote at such meeting,
are  announced at the meeting at which the adjournment  is  taken
unless  the adjournment is for more than thirty days,  or  unless
after  the  adjournment  a  new record  date  is  fixed  for  the
adjourned  meeting,  in  which event a notice  of  the  adjourned
meeting shall be given to each stockholder of record entitled  to
vote at the meeting.

           (d)   Notice  of  the time, place and purpose  of  any
meeting  of stockholders may be waived in writing, either  before
or  after such meeting, and to the extent permitted by law,  will
be waived by any stockholder by his attendance thereat, in person
or  by  proxy.  Any stockholder so waiving notice of such meeting
shall  be  bound  by the proceedings of any such meeting  in  all
respects as if due notice thereof had been given.
(e)   Unless  and until voted, every  proxy  shall  be
revocable at the pleasure of the person who executed it or of his
legal representatives or assigns, except in those cases where  an
irrevocable proxy permitted by statute has been given.

          Section 5.  Quorum and Voting.

           (a)   At  all  meetings of stockholders, except  where
otherwise  provided by law, the Certificate of Incorporation,  or
these   Bylaws,  the  presence,  in  person  or  by  proxy   duly
authorized,  of  the  holders of a majority  of  the  outstanding
shares  of  stock entitled to vote shall constitute a quorum  for
the transaction of business.  Shares, the voting of which at said
meeting  have  been enjoined, or which for any reason  cannot  be
lawfully voted at such meeting, shall not be counted to determine
a  quorum  at  said  meeting.  In the absence of  a  quorum,  any
meeting  of stockholders may be adjourned, from time to time,  by
vote  of  the  holders  of a majority of the  shares  represented
thereat,  but  no  other  business shall be  transacted  at  such
meeting.  At such adjourned meeting at which a quorum is  present
or  represented, any business may be transacted which might  have
been  transacted  at  the  original  meeting.   The  stockholders
present  at a duly called or convened meeting, at which a  quorum
is  present, may continue to transact business until adjournment,
notwithstanding  the withdrawal of enough stockholders  to  leave
less than a quorum.

            (b)   Except  as  otherwise  provided  by  law,   the
Certificate of Incorporation or these Bylaws, all action taken by
the  holders of a majority of the voting power represented at any
meeting  at which a quorum is present shall be valid and  binding
upon the corporation.

          Section 6.  Voting Rights.

           (a)  Except as otherwise provided by law, only persons
in whose names shares entitled to vote stand on the stock records
of  the  corporation  on  the record  date  for  determining  the
stockholders entitled to vote at said meeting shall  be  entitled
to vote at such meeting.  Shares standing in the names of two (2)
or  more persons shall be voted or represented in accordance with
the  determination of the majority of such persons, or,  if  only
one  (1)  of such persons is present in person or represented  by
proxy,  such person shall have the right to vote such shares  and
such shares shall be deemed to be represented for the purpose  of
determining a quorum.

           (b)  Every person entitled to vote or execute consents
shall have the right to do so either in person or by an agent  or
agents  authorized by a written proxy executed by such person  or
his  duly  authorized agent, which proxy shall be filed with  the
Secretary of the corporation at or before the meeting at which it
is  to  be  used.   Said  proxy  so  appointed  need  not  be   a
stockholder.   No proxy shall be voted on after three  (3)  years
from its date unless the proxy provides for a longer period.

           Section 7.  List of Stockholders.  The officer who has
charge  of the stock ledger of the corporation shall prepare  and
make,   at   least  ten  (10)  days  before  every   meeting   of
stockholders,  a  complete list of the stockholders  entitled  to
vote at said meeting, arranged in alphabetical order, showing the
address of and the
number  of  shares  registered in the name of  each  stockholder.
Nothing   contained  in  Section  219  of  the  Delaware  General
Corporation  Law  shall  require  the  corporation   to   include
electronic mail addresses or other electronic contact information
on  such list.  Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, for a period
of  at least ten (10) days prior to the meeting, either (a) on  a
reasonably  accessible  electronic  network,  provided  that  the
information required to gain access to such list is provided with
the notice of the meeting, or (b) during ordinary business hours,
at  the  principal place of business of the corporation.  In  the
event  that the corporation determines to make the list available
on  an  electronic network, the corporation may  take  reasonable
steps  to  ensure  that  such information is  available  only  to
stockholders of the corporation.  If the meeting is to be held at
a  place,  the  list shall be produced and kept at the  time  and
place  of  the meeting during the whole time thereof and  may  be
inspected  by any stockholder who is present.  If the meeting  is
to  be  held  solely by means of remote communication,  the  list
shall  also be open to the examination of any stockholder  during
the  whole  time  of  the  meeting  on  a  reasonably  accessible
electronic  network, and the information required to access  such
list shall be provided with the notice of the meeting.

          Section 8.  Action Without Meeting.

           (a)   Unless otherwise provided in the Certificate  of
Incorporation, any action required by statute to be taken at  any
annual or special meeting of stockholders of the corporation,  or
any action which may be taken at any annual or special meeting of
such  stockholders, may be taken without a meeting, without prior
notice  and without a vote, if a consent or consents in  writing,
setting  forth the action so taken, are signed by the holders  of
outstanding  stock  having not less than the  minimum  number  of
votes that would be necessary to authorize or take such action at
a  meeting  at  which all shares entitled to  vote  thereon  were
present  and voted.  To be effective, a written consent  must  be
delivered to the corporation by delivery to its registered office
in  Delaware, its principal place of business, or an  officer  or
agent  of  the  corporation having custody of the book  in  which
proceedings  of meetings of stockholders are recorded.   Delivery
made  to the corporation's registered office shall be by hand  or
by certified or registered mail, return receipt requested.  Every
written  consent  shall  bear  the  date  of  signature  of  each
stockholder who signs the consent and no written consent shall be
effective  to  take  the  corporate action  referred  to  therein
unless,  within  sixty  (60) days of the earliest  dated  consent
delivered  in  the  manner  required  by  this  section  to   the
corporation,  written consents signed by a sufficient  number  of
holders  to  take  action are delivered  to  the  corporation  in
accordance with this section.

            (b)    A  telegram,  cablegram  or  other  electronic
transmission consenting to an action to be taken and  transmitted
by  a  stockholder  or  proxyholder, or by a  person  or  persons
authorized  to  act  for a stockholder or proxyholder,  shall  be
deemed  to be written, signed and dated for the purposes of  this
section,  provided  that any such telegram,  cablegram  or  other
electronic   transmission  sets  forth  or  is   delivered   with
information from which the corporation can determine (a) that the
telegram,   cablegram  or  other  electronic   transmission   was
transmitted by the stockholder or proxyholder or by
a  person  or  persons authorized to act for the  stockholder  or
proxyholder,  and  (b)  the  date on which  such  stockholder  or
proxyholder  or  authorized person or  persons  transmitted  such
telegram,  cablegram  or electronic transmission.   The  date  on
which  such  telegram,  cablegram or electronic  transmission  is
transmitted shall be deemed to be the date on which such  consent
was signed.  Except to the extent and in the manner authorized by
the  Board  of Directors, no consent given by telegram, cablegram
or  other  electronic transmission shall be deemed to  have  been
delivered  until  such consent is reproduced in  paper  form  and
until  such  paper form shall be delivered to the corporation  by
delivery  to  its  registered office in Delaware,  its  principal
place  of  business  or an officer or agent  of  the  corporation
having  custody of the book in which proceedings of  meetings  of
stockholders  are  recorded.  Delivery made to the  corporation's
registered  office  shall  be made by hand  or  by  certified  or
registered mail, return receipt requested.

          (c)  Any copy, facsimile or other reliable reproduction
of a consent in writing may be substituted or used in lieu of the
original  writing for any and all purposes for which the original
writing  could  be  used, provided that such copy,  facsimile  or
other reproduction shall be a complete reproduction of the entire
original writing.

           (d)   Prompt  notice of the taking  of  the  corporate
action  without a meeting by less than unanimous written  consent
shall  be  given to those stockholders who have not consented  in
writing and who, if the action had been taken at a meeting, would
have been entitled to notice of the meeting if the record date of
such meeting had been the date that written consents signed by  a
sufficient  number  of  stockholders  to  take  the  action  were
delivered  to  the  corporation in the manner  required  by  this
section.

          Section 9.  Nominations and Stockholder Business.

           (a)   Nominations of persons for election to the Board
of  Directors of the corporation and the proposal of business  to
be  considered  by  the stockholders may be  made  at  an  annual
meeting of stockholders (a) pursuant to the corporation's  notice
of meeting, (b) by or at the direction of the Board of Directors,
or (c) by any stockholder of the corporation who is a stockholder
of  record at the time of giving of notice provided for  in  this
Section  9,  who  is  entitled to vote at  the  meeting  and  who
complied with the notice procedures set forth in this Section 9.

           (b)   For nominations or other business to be properly
brought  before  an annual meeting by a stockholder  pursuant  to
this  Section  9, the stockholder must have given  timely  notice
thereof in writing to the Secretary of the corporation, and  such
business  must be a proper subject for stockholder  action  under
the   Delaware  General  Corporation  Law.   To  be   timely,   a
stockholder's notice shall be delivered to the Secretary  at  the
principal  executive offices of the corporation (if delivered  by
electronic mail or facsimile, the stockholder's notice  shall  be
directed  to  the  Secretary at the electronic  mail  address  or
facsimile  number, as the case may be, specified in the company's
most  recent proxy statement) not less than forty-five (45)  days
nor more than one hundred twenty (120) days prior to the date  on
which  the corporation first mailed its proxy materials  for  the
prior year's annual meeting of stockholders; provided,
however, that in the event that the date of the annual meeting is
advanced by more than thirty (30) days or delayed (other than  as
a  result of adjournment) by more than thirty (30) days from  the
anniversary of the previous year's annual meeting, notice by  the
stockholder  to  be timely must be delivered not later  than  the
close  of business on the later of the sixtieth (60th) day  prior
to  such annual meeting or the tenth (10th) day following the day
on which public announcement of the date of such meeting is first
made.   Such stockholder's notice shall set forth (a) as to  each
person whom the stockholder proposes to nominate for election  or
reelection as a director all information relating to such  person
that  is required to be disclosed in solicitations of proxies for
election  of  directors, or is otherwise required, in  each  case
pursuant  to  Regulation 14A under the  Exchange  Act  (including
such  person's  written  consent to  being  named  in  the  proxy
statement  as a nominee and to serving as a director if elected);
(b)  as  to  any other business that the stockholder proposes  to
bring  before  the meeting, a brief description of  the  business
desired  to  be  brought  before the  meeting,  the  reasons  for
conducting such business at the meeting and any material interest
in such business of such stockholder and the beneficial owner, if
any,  on  whose behalf the proposal is made; and (c)  as  to  the
stockholder giving the notice and the beneficial owners if any on
whose behalf the nomination or proposal is made (i) the name  and
address  of such stockholder, as they appear on the corporation's
books,  and  of  such beneficial owner, and (ii)  the  class  and
number  of shares of the corporation which are owned beneficially
and of record by such stockholder and such beneficial owner.

           (c)  Notwithstanding anything in this Section 9 to the
contrary, in the event that the number of directors to be elected
to  the  Board  of Directors of the corporation is increased  and
there  is  no  public announcement specifying  the  size  of  the
increased  Board  of Directors made by the corporation  at  least
seventy (70) days prior to the first anniversary of the preceding
year's  annual meeting, a stockholder's notice required  by  this
Section  9 shall also be considered timely, but only with respect
to nominees for any new positions created by such increase, if it
shall  be  delivered to the Secretary at the principal  executive
offices  of the corporation not later than the close of  business
on  the  tenth (10th) day following the day on which such  public
announcement is first made by the corporation.

          (d)  Only such business shall be conducted at a special
meeting  of  stockholders as shall have been brought  before  the
meeting   pursuant  to  the  corporation's  notice  of   meeting.
Nominations of persons for election to the Board of Directors may
be  made  at a special meeting of stockholders at which directors
are to be elected pursuant to the corporation's notice of meeting
(a)  by  or at the direction of the Board of Directors or (b)  by
any stockholder of the corporation who is a stockholder of record
at the time of giving of notice provided for in this section, who
is  entitled  to  vote at the meeting and who complies  with  the
notice  procedures  set  forth in this section.   Nominations  by
stockholders  of persons for election to the Board  of  Directors
may  be  made  at such a special meeting of stockholders  if  the
stockholder's notice required by this section shall be  delivered
to  the  Secretary  at  the principal executive  offices  of  the
corporation  (if delivered by electronic mail or  facsimile,  the
stockholder's  notice shall be directed to the Secretary  at  the
electronic mail address or facsimile number, as the case may  be,
specified  in  the  company's most recent  proxy  statement)  not
earlier than
the  one  hundred  twentieth (120th) day prior  to  such  special
meeting and not later than the close of business on the later  of
the  sixtieth  (60th) day prior to such special  meeting  or  the
tenth  (10th)  day following the day on which public announcement
is  first  made  of the date of the special meeting  and  of  the
nominees proposed by the Board of Directors to be elected at such
meeting.

          (e)  Only those persons who are nominated in accordance
with  the  procedures set forth in this section shall be eligible
for  election as directors at any meeting of stockholders.   Only
such business shall be conducted at a meeting of stockholders  as
shall have been brought before the meeting in accordance with the
procedures  set  forth  in this section.   The  chairman  of  the
meeting  shall  have  the power and duty to determine  whether  a
nomination  or  any  business proposed to be brought  before  the
meeting  was made in accordance with the procedures set forth  in
this  section and, if any proposed nomination or business is  not
in  compliance with this section, to declare that such  defective
proposal shall be disregarded.

            (f)    For   purposes   of  this   section,   "public
announcement"  shall mean disclosure in a press release  reported
by  the  Dow  Jones News Service, Associated Press or  comparable
national  news  service or in a document publicly  filed  by  the
corporation with the Securities and Exchange Commission  pursuant
to Section 9, 13, 14 or 15(d) of the Exchange Act.

           (g)   Notwithstanding the foregoing provisions of this
Section  9,  a stockholder shall also comply with all  applicable
requirements  of  the Exchange Act and the rules and  regulations
thereunder with respect to the matters set forth in this  Section
9.   Nothing  in  this Section 9 shall be deemed  to  affect  any
rights  of stockholders to request inclusion of proposals in  the
corporation's  proxy statement pursuant to Rule 14a-8  under  the
Exchange Act.

                           ARTICLE III

                            Directors

           Section 1.  Number and the Term of Office.  The number
of  directors  which shall constitute the whole of the  Board  of
Directors shall be eleven (11).  With the exception of the  first
Board  of  Directors, which shall be elected by the incorporator,
and  except  as  provided in Section 3 of this Article  III,  the
directors  shall  be elected by a plurality vote  of  the  shares
represented  in  person or by proxy, at the  stockholders  annual
meeting  in  each  year and entitled to vote on the  election  of
directors.   Elected directors shall hold office until  the  next
annual  meeting and until their successors shall be duly  elected
and  qualified.  Directors need not be stockholders.  If, for any
cause, the Board of Directors shall not have been elected  at  an
annual  meeting,  they  may  be elected  as  soon  thereafter  as
convenient  at a special meeting of the stockholders  called  for
that purpose in the manner provided in these Bylaws.
Section  2.   Powers.  The powers of  the  corporation
shall  be  exercised,  its business conducted  and  its  property
controlled by or under the direction of the Board of Directors.

           Section  3.   Vacancies.  Vacancies and newly  created
directorships  resulting  from any  increase  in  the  authorized
number  of directors may be filled by a majority of the directors
then  in  office,  although less than a  quorum,  or  by  a  sole
remaining  director,  and each director  so  elected  shall  hold
office  for  the  unexpired portion of the term of  the  director
whose  place shall be vacant, and until his successor shall  have
been  duly  elected and qualified.  A vacancy  in  the  Board  of
Directors shall be deemed to exist under this section in the case
of  the death, removal or resignation of any director, or if  the
stockholders  fail  at  any  meeting  of  stockholders  at  which
directors are to be elected (including any meeting referred to in
Section   4  below)  to  elect  the  number  of  directors   then
constituting the whole Board.

          Section 4.  Resignations and Removals.

           (a)  Any director may resign at any time by delivering
his  written  resignation to the Secretary, such  resignation  to
specify  whether it will be effective at a particular time,  upon
receipt  by  the  Secretary or at the pleasure of  the  Board  of
Directors.  If no such specification is made, it shall be  deemed
effective  at the pleasure of the Board of Directors.   When  one
(1) or more directors shall resign from the Board, effective at a
future  date,  a  majority  of  the  directors  then  in  office,
including  those who have so resigned, shall have power  to  fill
such  vacancy or vacancies, the vote thereon to take effect  when
such resignation or resignations shall become effective, and each
director so chosen shall hold office for the unexpired portion of
the  term of the director whose place shall be vacated and  until
his successor shall have been duly elected and qualified.

           (b)  Except as provided in Section 141 of the Delaware
General  Corporation  Law, at a special meeting  of  stockholders
called  for  the purpose in the manner hereinabove provided,  the
Board  of  Directors, or any individual director, may be  removed
from  office,  with  or  without cause, and  a  new  director  or
directors elected by a vote of stockholders holding a majority of
the  outstanding  shares  entitled to  vote  at  an  election  of
directors.

          Section 5.  Meetings.

          (a)  The annual meeting of the Board of Directors shall
be held immediately after the annual stockholders' meeting and at
the place where such meeting is held or at the place announced by
the Chairman at such meeting.  No notice of an annual meeting  of
the  Board of Directors shall be necessary and such meeting shall
be held for the purpose of electing officers and transacting such
other business as may lawfully come before it.

           (b)  Except as hereinafter otherwise provided, regular
meetings of the Board of Directors shall be held in the office of
the corporation required to be
maintained  pursuant to Section 2 of Article I  hereof.   Regular
meetings of the Board of Directors may also be held at any  place
within or without the State of Delaware which has been designated
by  resolutions of the Board of Directors or the written  consent
of all directors.  Notice of regular meetings of the directors is
hereby dispensed with and no notice whatever of any such meetings
need be given.

           (c)  Special meetings of the Board of Directors may be
held  at  any  time  and  place within or without  the  State  of
Delaware  whenever  called  by the Chairman  of  the  Board,  the
President or by any two of the directors.

           (d)   Written  notice of the time  and  place  of  all
special meetings of the Board of Directors shall be delivered  to
each director at least twenty-four (24) hours before the start of
the meeting, or if sent by first class mail, at least seventy-two
(72)  hours  before  the  start of the meeting.   Notice  of  any
meeting may be waived in writing at any time before or after  the
meeting and will be waived by any director by attendance thereat.

          Section 6.  Quorum and Voting.

           (a)   A quorum of the Board of Directors shall consist
of a majority of the exact number of directors fixed from time to
time in accordance with Section 1 of Article III of these Bylaws,
but  not  less than one (1);  provided, however, at  any  meeting
whether  a  quorum  be present or otherwise, a  majority  of  the
directors  present may adjourn from time to time until  the  time
fixed  for  the  next regular meeting of the Board of  Directors,
without notice other than by announcement at the meeting.

           (b)  At each meeting of the Board at which a quorum is
present, all questions and business shall be determined by a vote
of  a  majority of the directors present, unless a different vote
be  required by law, the Certificate of Incorporation,  or  these
Bylaws.

           (c)   Any member of the Board of Directors, or of  any
committee  thereof,  may participate in a  meeting  by  means  of
conference telephone or other communication equipment by means of
which  all  persons participating in the meeting  can  hear  each
other,  and  participation  in  a meeting  by  such  means  shall
constitute presence in person at such meeting.

           (d)   The transactions of any meeting of the Board  of
Directors,  or any committee thereof, however called or  noticed,
or  wherever held, shall be as valid as though had at  a  meeting
duly  held after regular call and notice, if a quorum be  present
and if, either before or after the meeting, each of the directors
not present shall deliver to the corporation a written waiver  of
notice,  or a consent to holding such meeting, or an approval  of
the  minutes  thereof.  All such waivers, consents  or  approvals
shall  be filed with the corporate records or made a part of  the
minutes of the meeting.

           Section  7.  Action Without Meeting.  Unless otherwise
restricted  by the Certificate of Incorporation or these  Bylaws,
any  action  required or permitted to be taken at any meeting  of
the Board of Directors or of any committee thereof may be
taken  without a meeting, if all members of the Board or of  such
committee,  as the case may be, consent thereto in  writing,  and
such   writing  or  writings  are  filed  with  the  minutes   of
proceedings of the Board or committee.  Such filing shall  be  in
paper  form if the minutes are maintained in paper form or  shall
be in electronic form if the minutes are maintained in electronic
form.

          Section 8.  Fees and Compensation.  Directors shall not
receive any stated salary for their services as directors but  by
resolution of the Board, a fixed fee, with or without expense  of
attendance, may be allowed for attendance at each meeting and  at
each meeting of any committee of the Board of Directors.  Nothing
herein contained shall be construed to preclude any director from
serving  the  corporation in any other capacity  as  an  officer,
agent,   employee,  or  otherwise,  and  receiving   compensation
therefor.

          Section 9.  Committees.

           (a)  Executive Committee:  The Board of Directors  may
appoint  an Executive Committee of not less than one (1)  member,
each  of  whom shall be a director.  The Executive Committee,  to
the extent permitted by Delaware law, these Bylaws, the Executive
Committee Charter or other resolutions of the Board of Directors,
shall  have and may exercise, when the Board of Directors is  not
in  session,  all  powers  of  the  Board  of  Directors  in  the
management  of  the  business  and affairs  of  the  corporation,
including, without limitation, the power and authority to declare
a  dividend  or to authorize the issuance of stock,  except  such
committee shall not have the power or authority to (a) approve or
adopt, or recommend to the corporation's stockholders, any action
or  matter expressly required by the Delaware General Corporation
Law  to  be submitted to stockholders for approval, or (b) adopt,
amend or repeal any bylaw of the corporation.

           (b)   Other  Committees:  The Board of  Directors  may
appoint  such other committees as may be permitted by law.   Such
other  committees appointed by the Board of Directors shall  have
such  powers and perform such duties as may be prescribed by  the
resolution  or  resolutions creating such committee,  but  in  no
event  shall  any such committee have the powers  denied  to  the
Executive Committee in these Bylaws.

           (c)  Term:  The members of all committees of the Board
of Directors shall serve a term coexistent with that of the Board
of  Directors  which  shall have appointed such  committee.   The
Board,  subject to the provisions of subsections (a)  or  (b)  of
this  Section 9, may at any time increase or decrease the  number
of  members  of  a  committee or terminate  the  existence  of  a
committee; provided, that no committee shall consist of less than
one  (1)  member.   The  membership of a committee  member  shall
terminate on the date of his death or voluntary resignation,  but
the  Board  may at any time for any reason remove any  individual
committee  member  and the Board may fill any  committee  vacancy
created by death, resignation, removal or increase in the  number
of  members  of  the  committee.   The  Board  of  Directors  may
designate one (1) or more directors as alternate members  of  any
committee, who may replace any absent
or  disqualified member at any meeting of the committee, and,  in
addition, in the absence or disqualification of any member  of  a
committee,  the member or members thereof present at any  meeting
and  not  disqualified from voting, whether or not the member  or
members  constitutes  a quorum, may unanimously  appoint  another
member  of  the Board of Directors to act at the meeting  in  the
place of any such absent or disqualified member.

           (d)   Meetings:   Unless the Board of Directors  shall
otherwise provide, regular meetings of the Executive Committee or
any other committee appointed pursuant to this Section 9 shall be
held  at such times and places as are determined by the Board  of
Directors, or by any such committee, and when notice thereof  has
been given to each member of such committee, no further notice of
such  regular meetings need be given thereafter; special meetings
of  any such committee may be held at the principal office of the
corporation  required to be maintained pursuant to Section  2  of
Article I hereof, or at any place which has been designated  from
time  to  time  by  resolution of such committee  or  by  written
consent of all members thereof, and may be called by any director
who  is  a member of such committee, upon written notice  to  the
members  of such committee of the time and place of such  special
meeting  given in the manner provided for the giving  of  written
notice to members of the Board of Directors of the time and place
of  special  meetings of the Board of Directors.  Notice  of  any
special meeting of any committee may be waived in writing at  any
time  before  or  after the meeting and will  be  waived  by  any
director  by  attendance thereat.  A majority of  the  authorized
number of members of any such committee shall constitute a quorum
for  the  transaction of business, and the act of a  majority  of
those  present at any meeting at which a quorum is present  shall
be the act of such committee.

          Section 10.  Emeritus Director.  The Board of Directors
may, from time to time, elect one (1) or more Emeritus Directors,
each of whom shall serve, at the pleasure of the Board, until the
first  meeting of the Board next following the Annual Meeting  of
Stockholders and for a maximum period of three (3) years, subject
to  an annual review, or until earlier resignation or removal  by
the  Board  (except that founders of the company  may  remain  as
Emeritus  Directors,  subject  to the  annual  review,  or  until
earlier resignation or removal by the Board).  Emeritus Directors
shall serve as advisors and consultants to the Board of Directors
and  may  be  appointed  by the Board to serve  as  advisors  and
consultants  to committees of the Board.  Emeritus Directors  may
be  invited  to attend meetings of the Board or any committee  of
the Board for which they have been appointed to serve as advisors
and   consultants  and,  if  present,  may  participate  in   the
discussions  occurring during such meetings.  Emeritus  Directors
shall  not  be  permitted to vote on matters brought  before  the
Board  or any committee thereof and shall not be counted for  the
purpose  of  determining whether a quorum of  the  Board  or  the
committee  is present.  Emeritus Directors shall receive  no  fee
for  their  services  as Emeritus Directors.  Emeritus  Directors
will  not  be  entitled to receive reimbursement for expenses  of
meeting  attendance, except as approved by the  Chairman  of  the
Board.   Emeritus  Directors may be removed at any  time  by  the
Board of Directors.

           Section  11:  Emergency Bylaws.  In the event  of  any
emergency, disaster or catastrophe, as referred to in Section 110
of the Delaware General Corporation Law,
or  other  similar emergency condition, as a result  of  which  a
quorum  of the Board of Directors or a standing committee of  the
Board cannot readily be convened for action, then the director or
directors in attendance at the meeting shall constitute a quorum.
Such  director or directors in attendance may further take action
to  appoint  one (1) or more of themselves or other directors  to
membership on any standing or temporary committees of  the  Board
as they shall deem necessary and appropriate.

                           ARTICLE IV

                            Officers

           Section 1.  Officers Designated.  The officers of  the
corporation  shall be a Chairman of the Board  of  Directors  who
shall be a member of the Board of Directors, a President, one (1)
or more Vice Presidents, a Secretary, and a Treasurer.  The order
of  the seniority of the Vice Presidents shall be in the order of
their  nomination, unless otherwise determined by  the  Board  of
Directors.  The Board of Directors or the Chairman of  the  Board
or  the  President  may also appoint one (1)  or  more  assistant
secretaries,  assistant treasurers, and such other  officers  and
agents with such powers and duties as it or he or she shall  deem
necessary.   The  Board of Directors may assign  such  additional
titles  to  one  (1) or more of the officers as they  shall  deem
appropriate.  Any one (1) person may hold any number  of  offices
of the corporation at any one time unless specifically prohibited
therefrom  by  law.  The salaries and other compensation  of  the
officers  of the corporation shall be fixed by or in  the  manner
designated by the Board of Directors.

          Section 2.  Tenure and Duties of Officers.

           (a)   General:  All officers shall hold office at  the
pleasure  of  the  Board of Directors and until their  successors
shall  have  been  duly  elected  and  qualified,  unless  sooner
removed.   Any  officer  elected or appointed  by  the  Board  of
Directors  may be removed at any time by the Board of  Directors.
If  the office of any officer becomes vacant for any reason,  the
vacancy  may  be  filled by the Board of Directors.   Nothing  in
these  Bylaws  shall  be  construed  as  creating  any  kind   of
contractual right to employment with the corporation.

           (b)  Duties of the Chairman of the Board of Directors:
The  Chairman  of  the Board of Directors shall  preside  at  all
meetings  of  the stockholders and the Board of  Directors.   The
Chairman  of  the  Board of Directors shall  perform  such  other
duties and have such other powers as the Board of Directors shall
designate from time to time.

           (c)  Duties of President:  The President shall preside
at  all  meetings of the stockholders and at all meetings of  the
Board of Directors, unless the Chairman of the Board of Directors
has  been appointed and is present.  The President shall  perform
such  other  duties and have such other powers as  the  Board  of
Directors shall designate from time to time.
(d)   Duties of Vice Presidents:  The Vice Presidents,
in  the  order  of  their seniority, may assume and  perform  the
duties  of  the  President in the absence or  disability  of  the
President or whenever the office of the President is vacant.  The
Vice  President  shall perform such other duties  and  have  such
other  powers  as  the Board of Directors or the President  shall
designate from time to time.

           (e)   Duties of Secretary:  The Secretary shall attend
all  meetings  of the stockholders and of the Board of  Directors
and  any  committee  thereof,  and  shall  record  all  acts  and
proceedings  thereof  in the minute book of the  corporation  and
shall  keep  the  seal of the corporation in safe  custody.   The
Secretary shall give notice, in conformity with these Bylaws,  of
all  meetings  of  the stockholders, and of all meetings  of  the
Board  of  Directors and any Committee thereof requiring  notice.
The Secretary shall perform such other duties and have such other
powers  as  the Board of Directors shall designate from  time  to
time.  The President may direct any Assistant Secretary to assume
and  perform  the  duties  of the Secretary  in  the  absence  or
disability  of the Secretary, and each Assistant Secretary  shall
perform such other duties and have such other powers as the Board
of Directors or the President shall designate from time to time.

           (f)   Duties of Chief Financial Officer and Treasurer:
Each  of  the  Chief  Financial Officer and the  Treasurer  shall
control,  audit  and  arrange  the  financial  affairs   of   the
corporation,  consistent with the responsibilities  delegated  to
each of them by the corporation's President.  The Chief Financial
Officer  or  Treasurer,  as the case may be,  shall  receive  and
deposit all monies belonging to the corporation and shall pay out
the  same only in such manner as the Board of Directors may  from
time  to  time  determine, and shall perform such  other  further
duties  as the Board of Directors may require.  It shall  be  the
duty  of the assistant treasurers to assist the Treasurer in  the
performance  of the Treasurer's duties and generally  to  perform
such  other  duties as may be delegated to them by the  Board  of
Directors.

                            ARTICLE V

             Execution of Corporate Instruments, and
          Voting of Securities Owned by the Corporation

          Section 1.  Execution of Corporate Instruments.

           (a)   The  Board of Directors may, in its  discretion,
determine  the  method  and designate the  signatory  officer  or
officers,  or  other person or persons, to execute any  corporate
instrument  or  document, or to sign the corporate  name  without
limitation,  except where otherwise provided  by  law,  and  such
execution or signature shall be binding upon the corporation.

           (b)   Unless otherwise specifically determined by  the
Board of Directors or otherwise required by law, formal contracts
of  the  corporation, promissory notes, deeds of trust, mortgages
and other evidences of indebtedness of the corporation, and other
corporate instruments or documents requiring the corporate  seal,
and  certificates  of shares of stock owned by  the  corporation,
shall  be  executed, signed or endorsed by the  Chairman  of  the
Board,  the President, any Vice President or the Secretary.   All
other   instruments   and  documents  requiring   the   corporate
signature, but not requiring the corporate seal, may be  executed
as  aforesaid or in such other manner as may be directed  by  the
Board of Directors.
(c)   All  checks and drafts drawn on banks  or  other
depositaries  on  funds to the credit of the corporation,  or  in
special  accounts  of the corporation, shall be  signed  by  such
person or persons as the Board of Directors shall authorize so to
do.

           Section 2.  Voting of Securities Owned by Corporation.
All  stock  and other securities of other corporations  owned  or
held  by the corporation for itself, or for other parties in  any
capacity,  shall  be voted, and all proxies with respect  thereto
shall  be  executed,  by  the  person  authorized  so  to  do  by
resolution of the Board of Directors or, in the absence  of  such
authorization, by the Chairman of the Board (if there be such  an
officer  appointed),  or  by  the  President,  or  by  any   Vice
President.

                           ARTICLE VI

                         Shares of Stock

            Section  1.   Form  and  Execution  of  Certificates.
Certificates for the shares of stock of the corporation shall  be
in   such   form  as  is  consistent  with  the  Certificate   of
Incorporation and applicable law.  Every holder of stock  in  the
corporation shall be entitled to have a certificate signed by, or
in  the name of the corporation by, the Chairman of the Board (if
there  be such an officer appointed), or by the President or  any
Vice President and by the Treasurer or Assistant Treasurer or the
Secretary or Assistant Secretary, certifying the number of shares
owned by him in the corporation.  Any or all of the signatures on
the  certificate  may  be  a facsimile.   In  case  any  officer,
transfer  agent,  or registrar who has signed or whose  facsimile
signature has been placed upon a certificate shall have ceased to
be  such  officer,  transfer  agent,  or  registrar  before  such
certificate is issued, it may be issued with the same  effect  as
if  he or she were such officer, transfer agent, or registrar  at
the  date  of  issue.  If the corporation shall be authorized  to
issue more than one class of stock or more than one series of any
class,   the  powers,  designations,  preferences  and  relative,
participating, optional or other special rights of each class  of
stock  or  series thereof and the qualifications, limitations  or
restrictions of such preferences and/or rights shall be set forth
in  full  or  summarized on the face or back of  the  certificate
which  the  corporation shall issue to represent  such  class  or
series  of stock, provided that, except as otherwise provided  in
Section  202 of the Delaware General Corporation Law, in lieu  of
the foregoing requirements, there may be set forth on the face or
back  of  the  certificate which the corporation shall  issue  to
represent  such  class or series of stock, a statement  that  the
corporation  will furnish without charge to each stockholder  who
so  requests the powers, designations, preferences and  relative,
participating, optional or other special rights of each class  of
stock  or  series thereof and the qualifications, limitations  or
restrictions of such preferences and/or rights.
Section 2.  Lost Certificates.  The Board of Directors
may  direct  a  new certificate or certificates to be  issued  in
place  of  any certificate or certificates theretofore issued  by
the  corporation alleged to have been lost or destroyed, upon the
making  of  an affidavit of that fact by the person claiming  the
certificate  of stock to be lost or destroyed.  When  authorizing
such  issue  of a new certificate or certificates, the  Board  of
Directors may, in its discretion and as a condition precedent  to
the issuance thereof, require the owner of such lost or destroyed
certificate  or  certificates, or his  legal  representative,  to
indemnify  the  corporation in such manner as  it  shall  require
and/or  to  give the corporation a surety bond in such  form  and
amount  as it may direct as indemnity against any claim that  may
be  made  against the corporation with respect to the certificate
alleged to have been lost or destroyed.

           Section 3.  Transfers.  Transfers of record of  shares
of  stock of the corporation shall be made only upon its books by
the  holders  thereof, in person or by attorney duly  authorized,
and  upon  the surrender of a certificate or certificates  for  a
like number of shares, properly endorsed.

          Section 4.  Fixing Record Dates.

           (a)   In order that the corporation may determine  the
stockholders entitled to notice of or to vote at any  meeting  of
stockholders  or any adjournment thereof, the Board of  Directors
may  fix  a record date, which record date shall not precede  the
date  upon which the resolution fixing the record date is adopted
by  the  Board of Directors, and which record date shall  not  be
more  than sixty (60) nor less than ten (10) days before the date
of  such  meeting.  If no record date is fixed by  the  Board  of
Directors, the record date for determining stockholders  entitled
to  notice of or to vote at a meeting of stockholders shall be at
the  close of business on the day next preceding the day on which
notice  is  given,  or,  if notice is waived,  at  the  close  of
business on the day next preceding the date on which the  meeting
is  held.  A determination of stockholders of record entitled  to
notice of or to vote at a meeting of stockholders shall apply  to
any adjournment of the meeting; provided, however, that the Board
of Directors may fix a new record date for the adjourned meeting.

           (b)   In order that the corporation may determine  the
stockholders entitled to consent to corporate action  in  writing
without a meeting, the Board of Directors may fix a record  date,
which  record  date  shall not precede the date  upon  which  the
resolution  fixing the record date is adopted  by  the  Board  of
Directors,  and which date shall not be more than ten  (10)  days
after  the date upon which the resolution fixing the record  date
is adopted by the Board of Directors.  If no record date has been
fixed  by the Board of Directors, the record date for determining
stockholders entitled to consent to corporate action  in  writing
without a meeting, when no prior action by the Board of Directors
is required by the Delaware General Corporation Law, shall be the
first  date on which a signed written consent setting  forth  the
action  taken  or proposed to be taken is delivered  (a)  to  the
corporation by delivery to its registered office in Delaware, its
principal  place  of  business, or an officer  or  agent  of  the
corporation  having custody of the book in which  proceedings  of
meetings  of  stockholders are recorded, or (b) directly  to  the
corporation, if authorized by the Board of Directors in the  case
of consents
submitted  by  electronic  transmission.   Delivery  made  to   a
corporation's registered office shall be by hand or by  certified
or  registered mail, return receipt requested.  If no record date
has  been fixed by the Board of Directors and prior action by the
Board  of  Directors  is required by law,  the  record  date  for
determining stockholders entitled to consent to corporate  action
in writing without a meeting shall be at the close of business on
the  day  on  which the Board of Directors adopts the  resolution
taking such prior action.

           (c)   In order that the corporation may determine  the
stockholders entitled to receive payment of any dividend or other
distribution  or  allotment  of any rights  or  the  stockholders
entitled  to  exercise  any  rights in  respect  of  any  change,
conversion or exchange of stock, or for the purpose of any  other
lawful  action,  the Board of Directors may fix  a  record  date,
which  record  date  shall not precede the date  upon  which  the
resolution  fixing the record date is adopted, and  which  record
date shall be not more than sixty (60) days prior to such action.
If  no  record  date  is fixed, the record date  for  determining
stockholders  for  any such purpose shall  be  at  the  close  of
business  on the day on which the Board of Directors  adopts  the
resolution relating thereto.

           Section  5.  Registered Stockholders.  The corporation
shall  be  entitled to recognize the exclusive right of a  person
registered  on  its  books  as the owner  of  shares  to  receive
dividends, and to vote as such owner, and shall not be  bound  to
recognize  any  equitable or other claim to or interest  in  such
share  or shares on the part of any other person, whether or  not
it  shall  have  express  or  other  notice  thereof,  except  as
otherwise provided by the laws of Delaware.

                           ARTICLE VII

               Other Securities of the Corporation

          All bonds, debentures and other corporate securities of
the corporation, other than stock certificates, may be signed  by
the  Chairman of the Board or the President or any Vice President
or  such  other  person  as may be authorized  by  the  Board  of
Directors and the corporate seal impressed thereon or a facsimile
of  such seal imprinted thereon and attested by the signature  of
the  Secretary or an Assistant Secretary, or the Treasurer or  an
Assistant Treasurer; provided, however, that where any such bond,
debenture  or other corporate security shall be authenticated  by
the manual signature of a trustee under an indenture pursuant  to
which  such bond, debenture or other corporate security shall  be
issued,  the  signature of the persons signing and attesting  the
corporate  seal  on  such  bond,  debenture  or  other  corporate
security may be the imprinted facsimile of the signatures of such
persons.   Interest  coupons  appertaining  to  any  such   bond,
debenture or other corporate security, authenticated by a trustee
as  aforesaid,  shall  be  signed by the Treasurer  or  Assistant
Treasurer  of  the corporation, or such other person  as  may  be
authorized  by the Board of Directors, or bear imprinted  thereon
the  facsimile signature of such person.  In case any officer who
shall  have  signed  or  attested any bond,  debenture  or  other
corporate  security,  or whose facsimile signature  shall  appear
thereon  shall have ceased to be such officer of the  corporation
before the bond, debenture or other
corporate  security  so  signed  or  attested  shall  have   been
delivered,  such  bond,  debenture or  other  corporate  security
nevertheless  may be adopted by the corporation  and  issued  and
delivered  as  though the person who signed  the  same  or  whose
facsimile  signature shall have been used thereon had not  ceased
to be such officer of the corporation.

                          ARTICLE VIII

                         Corporate Seal

           The  corporation shall have a common seal, upon  which
shall be inscribed:

                       "Intel Corporation
                   Incorporated March 1, 1989
                            Delaware"

           In  the  event the corporation changes its  name,  the
corporate seal shall be changed to reflect such new name.

                           ARTICLE IX

                       Indemnification of
            Officers, Directors, Employees and Agents

           Section 1.  Right to Indemnification.  Each person who
was  or is a party or is threatened to be made a party to  or  is
involved  (as a party, witness, or otherwise), in any threatened,
pending,  or  completed  action, suit,  arbitration,  alternative
dispute   mechanism,  inquiry,  administrative   or   legislative
hearing,  investigation  or  any  other  actual,  threatened   or
completed  proceeding,  including any and  all  appeals,  whether
civil, criminal, administrative, or investigative (hereinafter  a
"Proceeding"), by reason of the fact that he or she, or a  person
of  whom  he  or she is the legal representative,  is  or  was  a
director,   officer,  employee,  or  agent  of  the   corporation
(including service with respect to employee benefit plans) or  is
or  was  serving at the request of the corporation as a director,
officer,  employee,  or  agent of another  corporation  or  of  a
partnership,  joint venture, trust, or other enterprise,  whether
the  basis  of  the Proceeding is alleged action in  an  official
capacity  as a director, officer, employee, or agent  or  in  any
other capacity while serving as a director, officer, employee, or
agent  (hereafter  an  "Agent"), shall be  indemnified  and  held
harmless  by the corporation to the fullest extent authorized  by
the  Delaware General Corporation Law, as the same exists or  may
hereafter be amended or interpreted (but, in the case of any such
amendment  or  interpretation,  only  to  the  extent  that  such
amendment  or interpretation permits the corporation  to  provide
broader indemnification rights than were permitted prior thereto)
against  all expenses, liability, and loss (including  attorneys'
fees,  judgments,  fines, ERISA excise taxes  or  penalties,  and
amounts  paid  or  to be paid in settlement,  and  any  interest,
assessments,  or other charges imposed thereon, and any  federal,
state,  local, or foreign taxes imposed on any Agent as a  result
of  the  actual  or  deemed receipt of any  payments  under  this
Article)
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,
any  Proceeding (hereinafter "Expenses"); provided, however, that
except  as to actions to enforce indemnification rights  pursuant
to Section 3 of this Article, the corporation shall indemnify any
Agent seeking indemnification in connection with a Proceeding (or
part thereof) initiated by such person only if the Proceeding (or
part  thereof)  was authorized by the Board of Directors  of  the
corporation.   The  right to indemnification  conferred  in  this
Article shall be a contract right.

           Section  2.  Authority to Advance Expenses.   Expenses
incurred  by  an officer or director (acting in his  capacity  as
such)  in defending a Proceeding shall be paid by the corporation
in advance of the final disposition of such Proceeding, provided,
however,  that  if  required by the Delaware General  Corporation
Law,  as  amended,  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 or she is not entitled  to  be
indemnified by the corporation as authorized in this  Article  or
otherwise.   Expenses incurred by other Agents of the corporation
(or by the directors or officers not acting in their capacity  as
such,  including service with respect to employee benefit  plans)
may  be  advanced upon such terms and conditions as the Board  of
Directors  deems  appropriate.  Any obligation to  reimburse  the
corporation  for  Expense  advances shall  be  unsecured  and  no
interest shall be charged thereon.

           Section  3.  Right of Claimant to Bring  Suit.   If  a
claim under Section 1 or 2 of this Article is not paid in full by
the corporation within thirty (30) days after a written claim has
been  received by the corporation, the claimant may at  any  time
thereafter  bring suit, in a court of competent  jurisdiction  in
the  state  of Delaware, against the corporation to  recover  the
unpaid  amount  of the claim and, if successful in  whole  or  in
part,  the claimant shall be entitled to be paid also the expense
(including attorneys' fees) of prosecuting such claim.  It  shall
be  a defense to any such action (other than an action brought to
enforce  a  claim for expenses incurred in defending a Proceeding
in   advance   of  its  final  disposition  where  the   required
undertaking  has  been  tendered to  the  corporation)  that  the
claimant  has  not  met  the standards of conduct  that  make  it
permissible  under the Delaware General Corporation Law  for  the
corporation  to  indemnify the claimant for the  amount  claimed.
The burden of proving such a defense shall be on the corporation.
Neither  the failure of the corporation (including its  Board  of
Directors,  independent legal counsel, or  its  stockholders)  to
have  made  a  determination prior to the  commencement  of  such
action  that indemnification of the claimant is proper under  the
circumstances  because he or she has met the applicable  standard
of conduct set forth in the Delaware General Corporation Law, nor
an  actual determination by the corporation (including its  Board
of  Directors,  independent legal counsel, or  its  stockholders)
that  the  claimant  had  not  met such  applicable  standard  of
conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.

            Section  4.   Provisions  Nonexclusive.   The  rights
conferred on any person by this Article shall not be exclusive of
any other rights that such person may have or
hereafter acquire under any statute, provision of the Certificate
of    Incorporation,   agreement,   vote   of   stockholders   or
disinterested directors, or otherwise, both as to  action  in  an
official  capacity  and  as to action in another  capacity  while
holding  such  office.  To the extent that any provision  of  the
Certificate,   agreement,  or  vote  of   the   stockholders   or
disinterested  directors is inconsistent with these  Bylaws,  the
provision, agreement, or vote shall take precedence.

           Section 5.  Authority to Insure.  The corporation  may
purchase  and maintain insurance to protect itself and any  Agent
against  any Expense, whether or not the corporation  would  have
the  power  to  indemnify the Agent against  such  Expense  under
applicable law or the provisions of this Article.

          Section 6.  Survival of Rights.  The rights provided by
this  Article shall continue as to a person who has ceased to  be
an  Agent and shall inure to the benefit of the heirs, executors,
and administrators of such a person.

           Section  7.   Settlement of Claims.   The  corporation
shall not be liable to indemnify any Agent under this Article (a)
for  any  amounts  paid  in settlement of  any  action  or  claim
effected without the corporation's written consent, which consent
shall not be unreasonably withheld; or (b) for any judicial award
if  the  corporation  was  not  given  a  reasonable  and  timely
opportunity,  at its expense, to participate in  the  defense  of
such action.

           Section  8.      Effect of Amendment.  Any  amendment,
repeal,  or  modification  of this Article  shall  not  adversely
affect any right or protection of any Agent existing at the  time
of such amendment, repeal, or modification.

          Section 9.  Subrogation.  In the event of payment under
this  Article, the corporation shall be subrogated to the  extent
of  such  payment to all of the rights of recovery of the  Agent,
who  shall  execute all papers required and shall  do  everything
that  may  be  necessary  to secure such  rights,  including  the
execution  of such documents necessary to enable the  corporation
effectively to bring suit to enforce such rights.

            Section   10.   No  Duplication  of  Payments.    The
corporation  shall not be liable under this Article to  make  any
payment  in connection with any claim made against the  Agent  to
the  extent  the  Agent has otherwise actually  received  payment
(under  any  insurance policy, agreement, vote, or otherwise)  of
the amounts otherwise indemnifiable hereunder.

                            ARTICLE X

                             Notices

           (a)   Whenever, under any provisions of these  Bylaws,
notice is required to be given to any stockholder, the same shall
be  given in writing, either (a) timely and duly deposited in the
United  States  Mail,  postage  prepaid,  and  addressed  to  the
stockholder's  last known post office address  as  shown  by  the
stock record of the
corporation or its transfer agent or (b) by a form of  electronic
transmission consented to by the stockholder to whom  the  notice
is  given,  except to the extent prohibited by Section 232(e)  of
the  Delaware  General Corporation Law.  Any consent  to  receive
notice  by  electronic transmission shall  be  revocable  by  the
stockholder  by  written  notice to the  corporation.   Any  such
consent shall be deemed revoked if (i) the corporation is  unable
to deliver by electronic transmission two (2) consecutive notices
given by the corporation in accordance with such consent and (ii)
such  inability  becomes known to the Secretary or  an  Assistant
Secretary of the corporation or to the transfer agent,  or  other
person  responsible for the giving of notice; provided,  however,
the  inadvertent failure to treat such inability as a  revocation
shall not invalidate any meeting or other action.

           (b)   Any  notice required to be given to any director
may  be given by the method hereinabove stated.  Any such notice,
other  than one which is delivered personally, shall be  sent  to
such  post  office address, facsimile number or  electronic  mail
address  as  such director shall have filed in writing  with  the
Secretary of the corporation, or, in the absence of such  filing,
to the last known post office address of such director.  It shall
not  be  necessary  that  the same method  of  giving  notice  be
employed  in  respect of all directors, but one  (1)  permissible
method  may  be employed in respect of any one or more,  and  any
other permissible method or methods may be employed in respect of
any other or others.

           (c)   If  no  post office address of a stockholder  or
director be known, such notice may be sent to the office  of  the
corporation  required to be maintained pursuant to Section  2  of
Article I hereof.  An affidavit executed by a duly authorized and
competent  employee of the corporation or the transfer  agent  or
other  agent  of  the corporation appointed with respect  to  the
class  of  stock  affected, specifying the name and  post  office
address or the names and post office addresses of the stockholder
or  stockholders, director or directors, to whom any such  notice
or  notices was or were given, and the time and method of  giving
the  same (or, for any stockholder or director to whom notice has
been  directed by electronic transmission, the form of electronic
transmission and the facsimile number, electronic mail address or
other location to which such notice was directed and the time  at
which  such  notice  was  directed  to  each  such  director   or
stockholder),  shall be prima facie evidence  of  the  statements
therein contained.

           (d)   All  notices given by mail, as  above  provided,
shall  be  deemed to have been given as at the time  of  mailing.
All  notices  given  to  stockholders by  a  form  of  electronic
transmission,  as above provided, shall be deemed  to  have  been
given:  (a) if by facsimile, when directed to a number  at  which
the  stockholder  has  consented to receive  notice;  (b)  if  by
electronic  mail, when directed to an electronic mail address  at
which the stockholder has consented to receive notice; (c) if  by
a  posting on an electronic network together with separate notice
to  the  stockholder of such specific posting, upon the later  of
(i) such posting and (ii) the giving of such separate notice; and
(d)  if  by  any  other  form  of electronic  transmission,  when
directed to the stockholder.  All notices given to directors by a
form  of  electronic  transmission, as above provided,  shall  be
deemed  to  have been given when directed to the electronic  mail
address, facsimile
number,  or other location filed in writing by the director  with
the Secretary of the corporation.

           (e)  The period or limitation of time within which any
stockholder  may  exercise any option  or  right,  or  enjoy  any
privilege or benefit, or be required to act, or within which  any
director may exercise any power or right, or enjoy any privilege,
pursuant  to  any  notice sent him in the manner above  provided,
shall not be affected or extended in any manner by the failure of
such a stockholder or such director to receive such notice.

           (f)  Whenever any notice is required to be given under
the  provisions  of  the  statutes  or  of  the  Certificate   of
Incorporation,  or of these Bylaws, a waiver thereof  in  writing
given  by the person or persons entitled to said notice,  whether
before  or  after  the  time  stated  therein,  shall  be  deemed
equivalent thereto.

          (g)  Whenever notice is required to be given, under any
provision of law or of the Certificate of Incorporation or Bylaws
of  the  corporation,  to any person with whom  communication  is
unlawful, the giving of such notice to such person shall  not  be
required  and there shall be no duty to apply to any governmental
authority  or agency for a license or permit to give such  notice
to  such  person.  Any action or meeting which shall be taken  or
held without notice to any such person with whom communication is
unlawful  shall have the same force and effect as if such  notice
had  been duly given.  In the event that the action taken by  the
corporation  is  such as to require the filing of  a  certificate
under any provision of the Delaware General Corporation Law,  the
certificate  shall state, if such is the fact and  if  notice  is
required,  that  notice  was given to  all  persons  entitled  to
receive  notice  except such persons with whom  communication  is
unlawful.

           (h)  Whenever notice is to be given to the corporation
by a stockholder under any provision of law or of the Certificate
of  Incorporation or Bylaws of the corporation, such notice shall
be  delivered to the Secretary at the principal executive offices
of   the  corporation.   If  delivered  by  electronic  mail   or
facsimile,  the  stockholder's notice shall be  directed  to  the
Secretary at the electronic mail address or facsimile number,  as
the  case  may  be, specified in the company's most recent  proxy
statement.

                           ARTICLE XI

                           Amendments

            Unless  otherwise  provided  in  the  Certificate  of
Incorporation, these Bylaws may be repealed, altered  or  amended
or  new Bylaws adopted by written consent of the stockholders  in
the  manner  authorized by Section 8 of Article  II,  or  at  any
meeting  of  the stockholders, either annual or special,  by  the
affirmative vote of a majority of the stock entitled to  vote  at
such  meeting.   The  Board  of Directors  shall  also  have  the
authority  to  repeal, alter or amend these Bylaws or  adopt  new
Bylaws  (including,  without limitation,  the  amendment  of  any
Bylaws setting forth the number of directors who shall constitute
the whole Board of Directors) by unanimous written consent or  at
any annual, regular,
or  special meeting by the affirmative vote of a majority of  the
whole   number  of  directors,  subject  to  the  power  of   the
stockholders  to change or repeal such Bylaws and  provided  that
the  Board of Directors shall not make or alter any Bylaws fixing
the   qualifications,  classifications,   term   of   office   or
compensation of directors.

                           ARTICLE XII

                     Electronic Transmission

When  used in these Bylaws, the terms "written" and "in  writing"
shall  include  any  "electronic  transmission,"  as  defined  in
Section 232(c) of the Delaware General Corporation Law, including
without    limitation   any   telegram,   cablegram,    facsimile
transmission and communication by electronic mail.
Exhibit 5.1

                         May 19, 2004

Intel Corporation
2200 Mission College Blvd.
Santa Clara, CA  95052-8119

Re:  Proposed  Offering  of up to 240,000,000  Shares  of  Common
     Stock
     Pursuant to the Intel Corporation 2004 Equity Incentive Plan

Ladies and Gentlemen:

      We  refer  to an aggregate of 240,000,000 shares of  Common
Stock,  par  value  $.001  per share  ("the  Shares"),  of  Intel
Corporation,  a Delaware corporation (the "Company"),  which  are
the  subject  of  a  registration  statement  on  Form  S-8  (the
"Registration  Statement") to be filed with  the  Securities  and
Exchange  Commission (the "Commission") under the Securities  Act
of 1933, as amended (the "Act").  The shares of Common Stock (the
"Shares") subject to the Registration Statement are to be  issued
under  the  Intel  Corporation 2004 Equity  Incentive  Plan  (the
"Plan").

     For the purpose of rendering this opinion, we have made such
factual  and legal examination as we deemed necessary  under  the
circumstances,  and  in that connection we have  examined,  among
other things, originals or copies of the following:

           1)  Intel  Corporation Second Restated Certificate  of
     Incorporation   dated  March  13,  2003   (incorporated   by
     reference to Exhibit 3.1 of Registrant's Form 10-Q  for  the
     quarter ended March 29, 2003, as filed on May 7, 2003);

          2) Intel Corporation Bylaws as of May 19, 2004;

           3)  The description of the Shares set forth under  the
     caption  "Description  of Capital Stock"  in  the  Company's
     registration statement on Form S-3, as amended,  filed  with
     the Commission on April 18, 1995, File No. 33-56107;

          4) The Plan; and

           5)  Such records of the corporate proceedings  of  the
     Company,  such  certificates  and  assurances  from   public
     officials, officers and representatives of the Company,  and
     such  other  documents  as we have considered  necessary  or
     appropriate for the purpose of rendering this opinion.

          In  rendering  the  opinion expressed  below,  we  have
          assumed:
a)  The  genuineness  of all signatures  on,  and  the
     authenticity of, all documents submitted to us as  originals
     and  the  conformity to original documents of all  documents
     submitted  to us as copies.  With respect to agreements  and
     instruments executed by natural persons, we have assumed the
     legal competency of such persons.

          b) There are no agreements or understandings between or
     among  the  Company and any participants in  the  Plan  that
     would  expand, modify or otherwise affect the terms  of  the
     Plan  or  the  respective  rights  or  obligations  of   the
     participants thereunder.

      Based  upon our examination mentioned above, we are of  the
opinion that the Shares have been validly authorized for issuance
and,  when issued and sold in accordance with the terms set forth
in the Plan and the payment therefore has been received, and when
the  Registration Statement has become effective under  the  Act,
the  Shares  so issued will be legally issued and will  be  fully
paid and nonassessable.

      The  opinions set forth herein are subject to the following
assumptions:

           A)  Our opinions set forth herein are limited  to  the
     effect  of  the  present corporate  laws  of  the  State  of
     Delaware and to the present judicial interpretations thereof
     and  to the facts as they presently exist.  Although we  are
     not  admitted to practice in the State of Delaware,  we  are
     familiar with the Delaware General Corporation Law and  have
     made  such investigation thereof as we deemed necessary  for
     the  purpose of rendering the opinion contained herein.   We
     assume  no  obligation to revise or supplement our  opinions
     should  the present laws, or the interpretation thereof,  be
     changed or to revise or supplement these opinions in respect
     of  any circumstances or events that occur subsequent to the
     date hereof.

          B) Our opinions set forth herein are subject to (i) the
     effect   of   any  bankruptcy,  insolvency,  reorganization,
     moratorium,  arrangement  or  similar  laws  affecting   the
     enforcement   of  creditors'  rights  generally  (including,
     without  limitation, the effect of statutory or  other  laws
     regarding  fraudulent  transfers or preferential  transfers)
     and (ii) general principles of equity, regardless of whether
     a  matter is considered in a proceeding in equity or at law,
     including,  without  limitation,  concepts  of  materiality,
     reasonableness, good faith and fair dealing and the possible
     unavailability of specific performance, injunctive relief or
     other equitable remedies.

          C) We express no opinion regarding the effectiveness of
     any  waiver (whether or not stated as such) contained in the
     Plan of rights of any party, or duties owing to it, that  is
     broadly or vaguely stated or does not describe the right  or
     duty  purportedly waived with reasonable specificity or  any
     provision   in   the   Plan  relating  to   indemnification,
     exculpation or contribution.

      This opinion may be filed as an exhibit to the Registration
Statement.  Consent is also given to the reference to  this  firm
under the caption "Legal Matters" in the prospectus contained  in
or  incorporated by reference to the Registration Statement.   In
giving this consent, we do not
admit we are included in the category of persons whose consent is
required  under Section 7 of the Act or the rules and regulations
of the Commission promulgated thereunder.

Very truly yours,

/s/Gibson, Dunn & Crutcher LLP

GIBSON, DUNN & CRUTCHER LLP
Exhibit 23.2

       CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

      We  consent  to  the  incorporation  by  reference  in  the
Registration  Statement  (Form  S-8)  pertaining  to  the   Intel
Corporation  2004  Equity Incentive Plan,  of  our  report  dated
January  13,  2004,  with  respect to the consolidated  financial
statements  and  schedule of Intel Corporation  included  in  its
Annual Report (Form 10-K/A) for the year ended December 27, 2003,
filed with the Securities and Exchange Commission.

                                            /s/ Ernst & Young LLP

San Jose, California
May 18, 2004