As filed with the Securities and Exchange Commission on February
7, 2000
                    Registration Statement No. 33_______________

                    ------------------------

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 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 of              (I.R.S. Employer
Incorporation or Organization)            Identification Number)

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

  The Level One Communications, Incorporated 1993 Stock Option
                             Plan,
 The Level One Communications, Incorporated 1985 Stock Option,
 Nonqualified Stock Option and Restricted Stock Purchase Plan,
   The Level One Communications, Incorporated Employee Stock
                         Purchase Plan,
      The Jato Technologies, Inc. 1997 Stock Option Plan,
         The San Francisco Telecom Stock Option Grants,
 The Acclaim Communications 1996 Stock Option Plan, as amended
         July 14, 1997, as assumed by Intel Corporation
                   (Full title of the Plans)

                     F. THOMAS DUNLAP, JR.
         Vice President, General Counsel and Secretary
                       Intel Corporation
                   2200 Mission College Blvd.
               Santa Clara, California 95052-8119
                         (408) 765-8080
            (Name and address of agent for service)
 (Telephone number, including area code, of agent for service)

                           Copies to:
                    RONALD O. MUELLER, ESQ.
                  Gibson, Dunn & Crutcher LLP
             1050 Connecticut Avenue, NW, Suite 900
                      Washington, DC 20036
                         (202) 955-8500

  ============================================================
                CALCULATION OF REGISTRATION FEE
  ============================================================
                        Proposed       Proposed
 Title of   Amount to    maximum        maximum      Amount of
securities     be       offering       aggregate   registration
  to be    registered   price per      offering       fee (1)
registered              share (1)      price (1)
--------------------------------------------------------------
Common       86,600     $99.0625     $8,578,812.50   $2,264.81
Stock par
value
$.001 per
share
============================================================
1.    The  average  of  the  high and low sales  prices  of  the
  Registrant's  common  stock, par value  $.001  per  share,  as
  reported  by The Nasdaq National Market System on February  1,
  2000.   Calculated solely for purposes of this offering  under
  Rule 457(h) of the Securities Act of 1933, as amended, on  the
  basis of the maximum offering price per share that such options
  may be exercised.
============================================================
<PAGE>
                          INTRODUCTION

This  Registration  Statement on  Form  S-8  is  filed  by  Intel
Corporation, a Delaware corporation (the "Company," "Corporation"
or  the  "Registrant"), relating to 86,600 shares of  its  common
stock,  par value $0.001 per share (the "Common Stock"), issuable
to  eligible  employees  of  the  Company  under  the  Level  One
Communications,  Incorporated 1993 Stock Option Plan,  the  Level
One  Communications, Incorporated 1985 Stock Option, Nonqualified
Stock  Option and Restricted Stock Purchase Plan, the  Level  One
Communications,  Incorporated Employee Stock Purchase  Plan,  the
Jato Technologies, Inc. 1997 Stock Option Plan, the San Francisco
Telecom  Stock  Option  Grants, the Acclaim  Communications  1996
Stock  Option Plan, as amended July 14, 1997, as assumed by Intel
Corporation  (collectively,  the "Plans").   The  Shares  are  in
addition to the 6,525,131 Shares registered on the Company's Post-
Effective Amendment No. 1 on Form S-8 to Form S-4 filed on August
13,  1999  (the  "Prior  Registration Statement").   Pursuant  to
Instruction E of Form S-8, the contents of the Prior Registration
Statement,  to  the  extent relating to the registration  of  the
Shares  and  except  as otherwise set forth in this  Registration
Statement, are incorporated by reference herein.

Item 8.       Exhibits.

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

4.1*          Intel    Corporation   Restated   Certificate    of
              Incorporation  dated May 11, 1993  and  Certificate
              of   Amendment  to  the  Restated  Certificate   of
              Incorporation  dated June 2, 1997 (incorporated  by
              reference to Exhibit 3.1 of Registrant's Form  10-K
              as filed on March 25, 1998).

4.2*          Intel  Corporation Bylaws as amended  (incorporated
              by  reference  to Exhibit 3.1 of Registrant's  Form
              10-Q  for the quarter ended September  26, 1998  as
              filed on November 10, 1998).

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

5.1           Legal Opinion of Gibson, Dunn & Crutcher LLP.

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

23.2          Consent   of   Ernst   &  Young  LLP,   Independent
              Auditors.

24.1**        Power of Attorney.

* Incorporated by reference.
**Previously filed.

<PAGE>

                           SIGNATURES

Pursuant  to the requirements of the Securities Act of 1933,  the
Registrant  certifies that it has reasonable grounds  to  believe
that it meets all of the requirements for filing on Form S-8  and
has  duly caused this Registration Statement to be signed on  its
behalf by the undersigned, thereunto duly authorized, in the City
of  Santa Clara, State of California, on the 31st day of January,
2000.

                              INTEL CORPORATION


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


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

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

Signature               Title                       Date

/s/Gordon E. Moore      Chairman Emeritus and       Jan. 31, 2000
Gordon E. Moore         Director

/s/Andrew S. Grove      Chairman of the Board       Jan. 31, 2000
Andrew S. Grove


/s/Craig R. Barrett     President and Chief         Jan. 31, 2000
Craig R. Barrett        Executive Officer


/s/Andy D. Bryant       Senior Vice President,      Jan. 31, 2000
Andy D. Bryant          Principal Accounting and
                        Chief Financial Officer
                        and  Enterprise  Services
                        Officer

/s/John Browne          Director                    Jan. 31, 2000
John Browne

/s/Winston H. Chen      Director                    Jan. 31, 2000
Winston H. Chen

/s/D. James Guzy        Director                    Jan. 31, 2000
D. James Guzy


<PAGE>

/s/David S. Pottruck    Director                    Jan. 31, 2000
David S. Pottruck

/s/Jane E. Shaw         Director                    Jan. 31, 2000
Jane E. Shaw

/s/Leslie L. Vadasz     Director                    Jan. 31, 2000
Leslie L. Vadasz

/s/David B. Yoffie      Director                    Jan. 31, 2000
David B. Yoffie

/s/Charles E. Young     Director                    Jan. 31, 2000
Charles E. Young



<PAGE>

                        INDEX TO EXHIBITS

Exhibit No.  Description
-----------  -----------
5.1          Legal Opinion of Gibson, Dunn & Crutcher LLP.

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

23.2         Consent of Ernst & Young LLP, Independent Auditors.

<PAGE>


                                                      EXHIBIT 5.1

           [Letterhead of Gibson, Dunn & Crutcher LLP]
              1050 Connecticut Avenue NW, Suite 900
                      Washington, DC 20036

                        February 3, 2000

Intel Corporation
2200 Mission College Boulevard
Santa Clara, California  95052

Re:  Registration Statement on Form S-8 of Intel Corporation

Ladies and Gentlemen:

       We  refer  to  the  registration  statement  on  Form  S-8
("Registration Statement"), under the Securities Act of 1933,  as
amended  (the  "Securities Act") filed by  Intel  Corporation,  a
Delaware  corporation  (the  "Company"),  with  respect  to   the
proposed  offering  by the Company of up to  86,600  shares  (the
"Shares") of the common stock of the Company, $.001 par value per
share  (the "Common Stock"), in addition to 6,525,131  shares  of
Common  Stock previously registered under a separate registration
statement,  which  are subject to issuance by  the  Company  upon
exercise  of  options granted under the Level One Communications,
Incorporated   1993   Stock   Option   Plan,   the   Level    One
Communications,  Incorporated  1985  Stock  Option,  Nonqualified
Stock  Option and Restricted Stock Purchase Plan, the  Level  One
Communications,  Incorporated Employee Stock Purchase  Plan,  the
Jato Technologies, Inc. 1997 Stock Option Plan, the San Francisco
Telecom  Stock  Option  Grants, the Acclaim  Communications  1996
Stock Option Plan, as amended July 14, 1997 (the "Plans") assumed
by the Company as of August 10, 1999 pursuant to the terms of the
Agreement and Plan of Merger, dated as of March 4, 1999 among the
Company, Intel RSW Corporation, a Delaware corporation and wholly-
owned  subsidiary  of the Company, and Level One  Communications,
Incorporated, a Delaware corporation.

      We  have examined the originals or certified copies of such
corporate records, certificates of officers of the Company and/or
public  officials  and such other documents and  have  made  such
other factual and legal investigations as we have deemed relevant
and necessary as the basis for the opinions set forth below.   In
such  examination,  we  have  assumed  the  genuineness  of   all
signatures, the authenticity of all documents submitted to us  as
originals, the conformity to original documents of all  documents
submitted  to  us  as  conformed or photostatic  copies  and  the
authenticity of the originals of such copies.

      Based  on our examination mentioned above, subject  to  the
assumptions  stated above and relying on the statements  of  fact
contained in the documents that we have examined, we are  of  the
opinion  that (i) the issuance by the Company of the  Shares  has
been duly authorized and (ii) upon payment of the option exercise
price and issuance of the Shares in accordance with the terms  of
the Plans, the Shares will be duly and validly issued, fully paid
and non-assessable shares of Common Stock.

      We  are admitted to practice in the State of New York,  and
are  not admitted to practice in the State of Delaware.  However,
for  the limited purposes of our opinion set forth above, we  are
generally familiar with the General Corporation Law of the  State
of  Delaware  (the "DGCL") as presently in effect and  have  made
such  inquiries as we consider necessary to render  this  opinion
with  respect to a Delaware corporation.  This opinion letter  is
limited  to  the laws of the State of New York and the  DGCL,  as
such  laws  presently exist and to the facts  as  they  presently
exist.   We  express no opinion with respect  to  the  effect  or
applicability of the laws of any other jurisdiction.   We  assume
no  obligation to revise or supplement this opinion letter should
the  laws of such jurisdictions be changed after the date  hereof
by legislative action, judicial decision or otherwise.

<PAGE>

      We  hereby  consent  to the filing of this  opinion  as  an
exhibit  to the Registration Statement.  In giving this  consent,
we  do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or  the
General  Rules  and  Regulations of the Securities  and  Exchange
Commission.

                              Very truly yours,

                              /s/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  Level  One
Communications,  Incorporated 1993 Stock Option Plan,  the  Level
One  Communications, Incorporated 1985 Stock Option, Nonqualified
Stock  Option and Restricted Stock Purchase Plan, the  Level  One
Communications,  Incorporated Employee Stock Purchase  Plan,  the
Jato Technologies, Inc. 1997 Stock Option Plan, the San Francisco
Telecom Stock Option Grants, and the Acclaim Communications  1996
Stock  Option Plan, as amended July 14, 1997, as assumed by Intel
Corporation,  of our report dated January 11, 1999, with  respect
to  the  consolidated financial statements and schedule of  Intel
Corporation included in and/or incorporated by reference  in  its
Annual  Report (Form 10-K) for the year ended December 26,  1998,
filed with the Securities and Exchange Commission.

                              /s/ Ernst & Young LLP

San Jose, California
February 1, 2000
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15074}]
{"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": "333-96255", "film-number": "525129"}, "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 February
7, 2000
                    Registration Statement No. 33_______________

                    ------------------------

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 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 of              (I.R.S. Employer
Incorporation or Organization)            Identification Number)

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

  The Level One Communications, Incorporated 1993 Stock Option
                             Plan,
 The Level One Communications, Incorporated 1985 Stock Option,
 Nonqualified Stock Option and Restricted Stock Purchase Plan,
   The Level One Communications, Incorporated Employee Stock
                         Purchase Plan,
      The Jato Technologies, Inc. 1997 Stock Option Plan,
         The San Francisco Telecom Stock Option Grants,
 The Acclaim Communications 1996 Stock Option Plan, as amended
         July 14, 1997, as assumed by Intel Corporation
                   (Full title of the Plans)

                     F. THOMAS DUNLAP, JR.
         Vice President, General Counsel and Secretary
                       Intel Corporation
                   2200 Mission College Blvd.
               Santa Clara, California 95052-8119
                         (408) 765-8080
            (Name and address of agent for service)
 (Telephone number, including area code, of agent for service)

                           Copies to:
                    RONALD O. MUELLER, ESQ.
                  Gibson, Dunn & Crutcher LLP
             1050 Connecticut Avenue, NW, Suite 900
                      Washington, DC 20036
                         (202) 955-8500

  ============================================================
                CALCULATION OF REGISTRATION FEE
  ============================================================
                        Proposed       Proposed
 Title of   Amount to    maximum        maximum      Amount of
securities     be       offering       aggregate   registration
  to be    registered   price per      offering       fee (1)
registered              share (1)      price (1)
--------------------------------------------------------------
Common       86,600     $99.0625     $8,578,812.50   $2,264.81
Stock par
value
$.001 per
share
============================================================
1.    The  average  of  the  high and low sales  prices  of  the
  Registrant's  common  stock, par value  $.001  per  share,  as
  reported  by The Nasdaq National Market System on February  1,
  2000.   Calculated solely for purposes of this offering  under
  Rule 457(h) of the Securities Act of 1933, as amended, on  the
  basis of the maximum offering price per share that such options
  may be exercised.
============================================================
INTRODUCTION

This  Registration  Statement on  Form  S-8  is  filed  by  Intel
Corporation, a Delaware corporation (the "Company," "Corporation"
or  the  "Registrant"), relating to 86,600 shares of  its  common
stock,  par value $0.001 per share (the "Common Stock"), issuable
to  eligible  employees  of  the  Company  under  the  Level  One
Communications,  Incorporated 1993 Stock Option Plan,  the  Level
One  Communications, Incorporated 1985 Stock Option, Nonqualified
Stock  Option and Restricted Stock Purchase Plan, the  Level  One
Communications,  Incorporated Employee Stock Purchase  Plan,  the
Jato Technologies, Inc. 1997 Stock Option Plan, the San Francisco
Telecom  Stock  Option  Grants, the Acclaim  Communications  1996
Stock  Option Plan, as amended July 14, 1997, as assumed by Intel
Corporation  (collectively,  the "Plans").   The  Shares  are  in
addition to the 6,525,131 Shares registered on the Company's Post-
Effective Amendment No. 1 on Form S-8 to Form S-4 filed on August
13,  1999  (the  "Prior  Registration Statement").   Pursuant  to
Instruction E of Form S-8, the contents of the Prior Registration
Statement,  to  the  extent relating to the registration  of  the
Shares  and  except  as otherwise set forth in this  Registration
Statement, are incorporated by reference herein.

Item 8.       Exhibits.

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

4.1*          Intel    Corporation   Restated   Certificate    of
              Incorporation  dated May 11, 1993  and  Certificate
              of   Amendment  to  the  Restated  Certificate   of
              Incorporation  dated June 2, 1997 (incorporated  by
              reference to Exhibit 3.1 of Registrant's Form  10-K
              as filed on March 25, 1998).

4.2*          Intel  Corporation Bylaws as amended  (incorporated
              by  reference  to Exhibit 3.1 of Registrant's  Form
              10-Q  for the quarter ended September  26, 1998  as
              filed on November 10, 1998).

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

5.1           Legal Opinion of Gibson, Dunn & Crutcher LLP.

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

23.2          Consent   of   Ernst   &  Young  LLP,   Independent
              Auditors.

24.1**        Power of Attorney.

* Incorporated by reference.
**Previously filed.
SIGNATURES

Pursuant  to the requirements of the Securities Act of 1933,  the
Registrant  certifies that it has reasonable grounds  to  believe
that it meets all of the requirements for filing on Form S-8  and
has  duly caused this Registration Statement to be signed on  its
behalf by the undersigned, thereunto duly authorized, in the City
of  Santa Clara, State of California, on the 31st day of January,
2000.

                              INTEL CORPORATION

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

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

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

Signature               Title                       Date

/s/Gordon E. Moore      Chairman Emeritus and       Jan. 31, 2000
Gordon E. Moore         Director

/s/Andrew S. Grove      Chairman of the Board       Jan. 31, 2000
Andrew S. Grove

/s/Craig R. Barrett     President and Chief         Jan. 31, 2000
Craig R. Barrett        Executive Officer

/s/Andy D. Bryant       Senior Vice President,      Jan. 31, 2000
Andy D. Bryant          Principal Accounting and
                        Chief Financial Officer
                        and  Enterprise  Services
                        Officer

/s/John Browne          Director                    Jan. 31, 2000
John Browne

/s/Winston H. Chen      Director                    Jan. 31, 2000
Winston H. Chen

/s/D. James Guzy        Director                    Jan. 31, 2000
D. James Guzy
/s/David S. Pottruck    Director                    Jan. 31, 2000
David S. Pottruck

/s/Jane E. Shaw         Director                    Jan. 31, 2000
Jane E. Shaw

/s/Leslie L. Vadasz     Director                    Jan. 31, 2000
Leslie L. Vadasz

/s/David B. Yoffie      Director                    Jan. 31, 2000
David B. Yoffie

/s/Charles E. Young     Director                    Jan. 31, 2000
Charles E. Young
INDEX TO EXHIBITS

Exhibit No.  Description
-----------  -----------
5.1          Legal Opinion of Gibson, Dunn & Crutcher LLP.

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

23.2         Consent of Ernst & Young LLP, Independent Auditors.
EXHIBIT 5.1

           [Letterhead of Gibson, Dunn & Crutcher LLP]
              1050 Connecticut Avenue NW, Suite 900
                      Washington, DC 20036

                        February 3, 2000

Intel Corporation
2200 Mission College Boulevard
Santa Clara, California  95052

Re:  Registration Statement on Form S-8 of Intel Corporation

Ladies and Gentlemen:

       We  refer  to  the  registration  statement  on  Form  S-8
("Registration Statement"), under the Securities Act of 1933,  as
amended  (the  "Securities Act") filed by  Intel  Corporation,  a
Delaware  corporation  (the  "Company"),  with  respect  to   the
proposed  offering  by the Company of up to  86,600  shares  (the
"Shares") of the common stock of the Company, $.001 par value per
share  (the "Common Stock"), in addition to 6,525,131  shares  of
Common  Stock previously registered under a separate registration
statement,  which  are subject to issuance by  the  Company  upon
exercise  of  options granted under the Level One Communications,
Incorporated   1993   Stock   Option   Plan,   the   Level    One
Communications,  Incorporated  1985  Stock  Option,  Nonqualified
Stock  Option and Restricted Stock Purchase Plan, the  Level  One
Communications,  Incorporated Employee Stock Purchase  Plan,  the
Jato Technologies, Inc. 1997 Stock Option Plan, the San Francisco
Telecom  Stock  Option  Grants, the Acclaim  Communications  1996
Stock Option Plan, as amended July 14, 1997 (the "Plans") assumed
by the Company as of August 10, 1999 pursuant to the terms of the
Agreement and Plan of Merger, dated as of March 4, 1999 among the
Company, Intel RSW Corporation, a Delaware corporation and wholly-
owned  subsidiary  of the Company, and Level One  Communications,
Incorporated, a Delaware corporation.

      We  have examined the originals or certified copies of such
corporate records, certificates of officers of the Company and/or
public  officials  and such other documents and  have  made  such
other factual and legal investigations as we have deemed relevant
and necessary as the basis for the opinions set forth below.   In
such  examination,  we  have  assumed  the  genuineness  of   all
signatures, the authenticity of all documents submitted to us  as
originals, the conformity to original documents of all  documents
submitted  to  us  as  conformed or photostatic  copies  and  the
authenticity of the originals of such copies.

      Based  on our examination mentioned above, subject  to  the
assumptions  stated above and relying on the statements  of  fact
contained in the documents that we have examined, we are  of  the
opinion  that (i) the issuance by the Company of the  Shares  has
been duly authorized and (ii) upon payment of the option exercise
price and issuance of the Shares in accordance with the terms  of
the Plans, the Shares will be duly and validly issued, fully paid
and non-assessable shares of Common Stock.

      We  are admitted to practice in the State of New York,  and
are  not admitted to practice in the State of Delaware.  However,
for  the limited purposes of our opinion set forth above, we  are
generally familiar with the General Corporation Law of the  State
of  Delaware  (the "DGCL") as presently in effect and  have  made
such  inquiries as we consider necessary to render  this  opinion
with  respect to a Delaware corporation.  This opinion letter  is
limited  to  the laws of the State of New York and the  DGCL,  as
such  laws  presently exist and to the facts  as  they  presently
exist.   We  express no opinion with respect  to  the  effect  or
applicability of the laws of any other jurisdiction.   We  assume
no  obligation to revise or supplement this opinion letter should
the  laws of such jurisdictions be changed after the date  hereof
by legislative action, judicial decision or otherwise.
We  hereby  consent  to the filing of this  opinion  as  an
exhibit  to the Registration Statement.  In giving this  consent,
we  do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or  the
General  Rules  and  Regulations of the Securities  and  Exchange
Commission.

                              Very truly yours,

                              /s/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  Level  One
Communications,  Incorporated 1993 Stock Option Plan,  the  Level
One  Communications, Incorporated 1985 Stock Option, Nonqualified
Stock  Option and Restricted Stock Purchase Plan, the  Level  One
Communications,  Incorporated Employee Stock Purchase  Plan,  the
Jato Technologies, Inc. 1997 Stock Option Plan, the San Francisco
Telecom Stock Option Grants, and the Acclaim Communications  1996
Stock  Option Plan, as amended July 14, 1997, as assumed by Intel
Corporation,  of our report dated January 11, 1999, with  respect
to  the  consolidated financial statements and schedule of  Intel
Corporation included in and/or incorporated by reference  in  its
Annual  Report (Form 10-K) for the year ended December 26,  1998,
filed with the Securities and Exchange Commission.

                              /s/ Ernst & Young LLP

San Jose, California
February 1, 2000