As  filed  with the Securities and Exchange Commission on  April
28, 1999
                                  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 XLNT DESIGNS, INC. 1994 STOCK OPTION PLAN and
          THE XLNT DESIGNS, INC. 1996 STOCK OPTION PLAN
                 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
             (Name and address of agent for service)
                                
                         (408) 765-8080
  (Telephone number, including area code, of agent for service)
                                
                           Copies to:
                     RONALD O. MUELLER, ESQ.
                   Gibson, Dunn & Crutcher LLP
             1050 Connecticut Avenue, NW, Suite 900
                      Washington, DC 20036
                         (202) 955-8500
 --------------------------------------------------------------
                 CALCULATION OF REGISTRATION FEE
 --------------------------------------------------------------
                            Proposed     Proposed          
               Amount to     Maximum      Maximum          
  Title of         be       Offering     Aggregate    Amount of
Securities to  Registered   Price Per    Offering   Registration
be Registered     (1)       Share (2)    Price (2)     Fee (3)
-----------    ----------  ----------   ----------    ----------
Common Stock,   306,000     $57.8125    $17,690,625   $4,920.00
par value
$.001 per
share...
 --------------------------------------------------------------
(1)  Pursuant  to Rule 416(a), also covers additional securities
     that  may  be  offered as a result of stock  splits,  stock
     dividends or similar transactions.
     
(2)  Estimated  solely  for  the  purpose  of  determining   the
     registration fee.
     
(3)  Calculated  pursuant to Rule 457(c) based upon the  average
     of  the  high  and low prices of the Common  Stock  on  the
     Nasdaq  National  Market  on  April  21,  1999  which   was
     $57.8125.
     
 --------------------------------------------------------------

<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 306,000 shares  of  its  common
stock,  par value $0.001 per share (the "Common Stock")  issuable
to eligible employees of the Company under the XLNT Designs, Inc.
1994  Stock  Option Plan and the XLNT Designs,  Inc.  1996  Stock
Option Plan as assumed by Intel Corporation (the "Plans").

                             PART I
                                
        INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
                                
Item 1.   Plan Information.

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

Item   2.    Registrant  Information  and  Employee  Plan  Annual
Information.

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

                             PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
Item 3.   Incorporation of Documents by Reference.

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

     (i)  The Company's latest Annual Report on Form 10-K for the
     fiscal year ended December 26, 1998;
     
     (ii)   All other reports filed pursuant to Section 13(a)  or
     15(d)  of the Securities Exchange Act of 1934 (the "Exchange
     Act") since the end of the fiscal year covered by the Annual
     Report referred to in (i) above; and
     
     (iii)   The  description  of  the  Company's  Common   Stock
     contained  in  Amendment No. 1 to the Company's Registration
     Statement  on  Form S-3 (Registration No.  33-56107),  filed
     with  the  Commission  on  April  18,  1995,  including  any
     amendment  or report filed for the purpose of updating  such
     description.
     
      All  reports  and  other documents  filed  by  the  Company
pursuant  to  Sections 13(a), 13(c), 14 or 15(d) of the  Exchange
Act  subsequent  to the date of this Registration  Statement  and
prior  to the filing of a post-effective amendment hereto,  which
indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall  be
deemed  to be incorporated by reference herein and to be  a  part
hereof from the date of filing of such documents.

     For purposes of this Registration Statement, any document or
any  statement contained in a document incorporated or deemed  to
be  incorporated  herein  by reference  shall  be  deemed  to  be
modified  or  superseded to the extent that a subsequently  filed
document  or  a  statement  contained  herein  or  in  any  other
subsequently  filed document which also is or  is  deemed  to  be
incorporated  herein  by reference modifies  or  supersedes  such
document or such statement in such document.  Any statement so

<PAGE>

modified or superseded shall not be deemed, except as so modified
or   superseded,  to  constitute  a  part  of  this  Registration
Statement.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

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

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

      The  Corporation's Bylaws (the "Bylaws") provide  that  the
Corporation shall indemnify any person who was or is a  party  or
is  threatened to be made a party to any threatened,  pending  or
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

<PAGE>

amount  if  it  shall ultimately be determined  that  he  is  not
entitled to be indemnified by the Corporation.  Expenses incurred
by  other  agents  of the Corporation may be advanced  upon  such
terms and conditions as the Board of Directors of the Corporation
deems  appropriate.  Any obligation to reimburse the  Corporation
for  expenses  advanced under such provisions shall be  unsecured
and no interest shall be charged thereon.

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

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

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

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

The following exhibits are filed herewith:

Exhibit    Description
No.        

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).
           
<PAGE>     
           
23.2       Consent of Ernst & Young LLP, Independent Auditors.
           
24.1       Power   of  Attorney  (contained  on  signature   page
           hereto).
           
*Incorporated by reference.

Item 9.   Undertakings.

(1)  The undersigned Registrant hereby undertakes:

     (a)  To file, during any period in which offers or sales are
     being  made, a post-effective amendment to this registration
     statement:
     
          (i)  To  include  any  prospectus required  by  section
          10(a)(3) of the Securities Act;
          
          (ii)   To reflect in the prospectus any facts or events
          arising  after  the effective date of the  registration
          statement  (or the most recent post-effective amendment
          thereof)  which,  individually  or  in  the  aggregate,
          represent  a fundamental change in the information  set
          forth  in  the registration statement.  Notwithstanding
          the  foregoing, any increase or decrease in  volume  of
          securities  offered  (if  the  total  dollar  value  of
          securities  offered  would not exceed  that  which  was
          registered) and any deviation from the low or high  and
          of   the  estimated  maximum  offering  range  may   be
          reflected  in  the form of prospectus  filed  with  the
          Commission   pursuant  to  Rule  424(b)  if,   in   the
          aggregate, the changes in volume and price represent no
          more  than a 20 percent change in the maximum aggregate
          offering  price  set  forth  in  the  "Calculation   of
          Registration  Fee" table in the effective  registration
          statement;
          
          (iii)  To include any material information with respect
          to the plan of distribution not previously disclosed in
          the  registration statement or any material  change  to
          such information in the registration statement;
          
provided,  however, that paragraphs (1)(a)(i) and  (1)(a)(ii)  do
not  apply if the information required to be included in a  post-
effective amendment by those paragraphs is contained in  periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d)  of the Exchange Act that are incorporated by reference  in
this registration statement.

     (b)   That,  for  the purpose of determining  any  liability
     under the Securities Act, each such post-effective amendment
     shall  be deemed to be a new registration statement relating
     to  the securities offered therein, and the offering of such
     securities  at that time shall be deemed to be  the  initial
     bona fide offering thereof.
     
     (c)   To  remove  from  registration by  means  of  a  post-
     effective  amendment any of the securities being  registered
     which remain unsold at the termination of the offering.
     
(2)   The  undersigned  Registrant hereby  undertakes  that,  for
purposes  of determining any liability under the Securities  Act,
each filing of the Registrant's annual report pursuant to Section
13(a)  or  Section 15(d) of the Exchange Act that is incorporated
by  reference in the Registration Statement shall be deemed to be
a  new  registration statement relating to the securities offered
therein,  and the offering of such securities at that time  shall
be deemed to be the initial bona fide offering thereof.

<PAGE>

(3)  Insofar as indemnification for liabilities arising under the
Securities  Act  may  be  permitted to  directors,  officers  and
controlling  persons of the Registrant pursuant to the  foregoing
provisions, or otherwise, the Registrant has been advised that in
the  opinion  of  the  Securities and  Exchange  Commission  such
indemnification is against public policy as expressed in the  Act
and  is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the  payment
by  the  Registrant of expenses incurred or paid by  a  director,
officer or controlling person of the Registrant in the successful
defense  of any action, suit or proceeding) is asserted  by  such
director,  officer or controlling person in connection  with  the
securities being registered, the Registrant will, unless  in  the
opinion of its counsel the matter has been settled by controlling
precedent,  submit  to  a court of appropriate  jurisdiction  the
question  whether  such indemnification by it is  against  public
policy as expressed in the Act and will be governed by the  final
adjudication of such issue.

<PAGE>

                           SIGNATURES
                                
      Pursuant to the requirements of the Securities Act of 1933,
the  Company certifies that it has reasonable grounds to  believe
that it meets all the requirements for filing on Form S-8 and has
duly  caused  this  Registration Statement to be  signed  on  its
behalf  by  the undersigned, there-unto duly authorized,  in  the
City  of  Santa Clara, State of California, on this 31st  day  of
March, 1999.

                                 INTEL CORPORATION
                                 
                                 
                            By:  /s/F. Thomas Dunlap, Jr.
                                 -----------------------------
                                 F. Thomas Dunlap, Jr.
                                 Vice President, General
                                 Counsel and Secretary
                                 
                        POWER OF ATTORNEY
                                
      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       Mar.31, 1999
Gordon E. Moore         Director                    
                                                    
/s/Andrew S. Grove      Chairman of the Board       Mar.31, 1999
Andrew S. Grove                                     
                                                    
                                                    
/s/Craig R. Barrett     President and Chief         Mar.31, 1999
Craig R. Barrett        Executive Officer           
                        (Principal Executive        
                        Officer and Director)       
                                                    
/s/Andy D. Bryant       Senior Vice President,      Mar.31, 1999
Andy D. Bryant          Principal Accounting and    
                        Chief Financial Officer     
                        (Principal Financial and    
                        Accounting Officer)         
                                                    
/s/John Brown           Director                    Mar.31, 1999
John Browne                                         
                                                    
/s/Winston H. Chen      Director                    Mar.31, 1999
Winston H. Chen                                     
                                                    
/s/D. James Guzy        Director                    Mar.31, 1999
D. James Guzy                                       
                                                    
<PAGE>                                              
                                                    
/s/David S. Pottruck    Director                    Mar.31, 1999
David S. Pottruck                                   
                                                    
/s/Arthur Rock          Director                    Mar.31, 1999
Arthur Rock                                         
                                                    
/s/Jane E. Shaw         Director                    Mar.31, 1999
Jane E. Shaw                                        
                                                    
/s/Leslie L. Vadasz     Director                    Mar.31, 1999
Leslie L. Vadasz                                    
                                                    
/s/David B. Yoffie      Director                    Mar.31, 1999
David B. Yoffie                                     
                                                    
/s/Charles E. Young     Director                    Mar.31, 1999
Charles E. Young                                    
                                                    
                                                    
                                                    
<PAGE>

                        INDEX TO EXHIBITS
                                
Exhibit    Description
No.        

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

<PAGE>

                                                      EXHIBIT 5.1
                                                                 
OPINION OF GIBSON, DUNN & CRUTCHER LLP

April 28, 1999

(202) 955-8500

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

Re: Proposed Offering of up to 306,000 Shares of Common Stock

Ladies and Gentlemen:

      We refer to an aggregate of 306,000 shares of Common Stock,
par  value  $.001  per  share, 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 XLNT  Designs,
Inc. 1994 Stock Option Plan and the XLNT Designs, Inc. 1996 Stock
Option Plan as assumed by Intel Corporation (the "Plans").

     We have examined the original, or a photostatic or certified
copy, of such records of the Company, certificates of officers of
the  Company and of public officials and such other documents  as
we  have  determined relevant and necessary as the basis for  the
opinion  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 certified
or  photostatic copies and the authenticity of the  originals  of
such copies.

      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  Registration Statement and the Plans, and, when (a)  the
Registration  Statement has become effective under the  Act,  (b)
the  pertinent provisions of any applicable state securities  law
have been complied with, (c) the number of Shares subject to this
Registration Statement has been determined, and (d) in  the  case
of options issued under the Plans, the Shares have been paid for,
the  Shares  so issued will be legally issued and will  be  fully
paid and nonassessable.

      We  consent to the filing of this opinion as an Exhibit  to
the  Registration  Statement and to the  reference  to  our  firm
appearing on the cover of 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  Act  or
the General Rules and Regulations of the Commission.

                                 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 XLNT Designs,  Inc.  1994
Stock  Option  Plan and the XLNT Designs, Inc. 1996 Stock  Option
Plan 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.

                                 Very truly yours,
                                 
                                 /s/ERNST & YOUNG LLP
                                 ------------------------------
                                 ERNST & YOUNG LLP
San Jose, California
April 26, 1999
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 28028}]
{"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": "333-77279", "film-number": "99603613"}, "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  April
28, 1999
                                  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 XLNT DESIGNS, INC. 1994 STOCK OPTION PLAN and
          THE XLNT DESIGNS, INC. 1996 STOCK OPTION PLAN
                 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
             (Name and address of agent for service)
                                
                         (408) 765-8080
  (Telephone number, including area code, of agent for service)
                                
                           Copies to:
                     RONALD O. MUELLER, ESQ.
                   Gibson, Dunn & Crutcher LLP
             1050 Connecticut Avenue, NW, Suite 900
                      Washington, DC 20036
                         (202) 955-8500
 --------------------------------------------------------------
                 CALCULATION OF REGISTRATION FEE
 --------------------------------------------------------------
                            Proposed     Proposed          
               Amount to     Maximum      Maximum          
  Title of         be       Offering     Aggregate    Amount of
Securities to  Registered   Price Per    Offering   Registration
be Registered     (1)       Share (2)    Price (2)     Fee (3)
-----------    ----------  ----------   ----------    ----------
Common Stock,   306,000     $57.8125    $17,690,625   $4,920.00
par value
$.001 per
share...
 --------------------------------------------------------------
(1)  Pursuant  to Rule 416(a), also covers additional securities
     that  may  be  offered as a result of stock  splits,  stock
     dividends or similar transactions.
     
(2)  Estimated  solely  for  the  purpose  of  determining   the
     registration fee.
     
(3)  Calculated  pursuant to Rule 457(c) based upon the  average
     of  the  high  and low prices of the Common  Stock  on  the
     Nasdaq  National  Market  on  April  21,  1999  which   was
     $57.8125.
     
 --------------------------------------------------------------
INTRODUCTION
                                
This  Registration  Statement on  Form  S-8  is  filed  by  Intel
Corporation, a Delaware corporation (the "Company," "Corporation"
or  the  Registrant") relating to 306,000 shares  of  its  common
stock,  par value $0.001 per share (the "Common Stock")  issuable
to eligible employees of the Company under the XLNT Designs, Inc.
1994  Stock  Option Plan and the XLNT Designs,  Inc.  1996  Stock
Option Plan as assumed by Intel Corporation (the "Plans").

                             PART I
                                
        INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
                                
Item 1.   Plan Information.

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

Item   2.    Registrant  Information  and  Employee  Plan  Annual
Information.

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

                             PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
Item 3.   Incorporation of Documents by Reference.

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

     (i)  The Company's latest Annual Report on Form 10-K for the
     fiscal year ended December 26, 1998;
     
     (ii)   All other reports filed pursuant to Section 13(a)  or
     15(d)  of the Securities Exchange Act of 1934 (the "Exchange
     Act") since the end of the fiscal year covered by the Annual
     Report referred to in (i) above; and
     
     (iii)   The  description  of  the  Company's  Common   Stock
     contained  in  Amendment No. 1 to the Company's Registration
     Statement  on  Form S-3 (Registration No.  33-56107),  filed
     with  the  Commission  on  April  18,  1995,  including  any
     amendment  or report filed for the purpose of updating  such
     description.
     
      All  reports  and  other documents  filed  by  the  Company
pursuant  to  Sections 13(a), 13(c), 14 or 15(d) of the  Exchange
Act  subsequent  to the date of this Registration  Statement  and
prior  to the filing of a post-effective amendment hereto,  which
indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall  be
deemed  to be incorporated by reference herein and to be  a  part
hereof from the date of filing of such documents.

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

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

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

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

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

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

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

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

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

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

The following exhibits are filed herewith:

Exhibit    Description
No.        

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  (contained  on  signature   page
           hereto).
           
*Incorporated by reference.

Item 9.   Undertakings.

(1)  The undersigned Registrant hereby undertakes:

     (a)  To file, during any period in which offers or sales are
     being  made, a post-effective amendment to this registration
     statement:
     
          (i)  To  include  any  prospectus required  by  section
          10(a)(3) of the Securities Act;
          
          (ii)   To reflect in the prospectus any facts or events
          arising  after  the effective date of the  registration
          statement  (or the most recent post-effective amendment
          thereof)  which,  individually  or  in  the  aggregate,
          represent  a fundamental change in the information  set
          forth  in  the registration statement.  Notwithstanding
          the  foregoing, any increase or decrease in  volume  of
          securities  offered  (if  the  total  dollar  value  of
          securities  offered  would not exceed  that  which  was
          registered) and any deviation from the low or high  and
          of   the  estimated  maximum  offering  range  may   be
          reflected  in  the form of prospectus  filed  with  the
          Commission   pursuant  to  Rule  424(b)  if,   in   the
          aggregate, the changes in volume and price represent no
          more  than a 20 percent change in the maximum aggregate
          offering  price  set  forth  in  the  "Calculation   of
          Registration  Fee" table in the effective  registration
          statement;
          
          (iii)  To include any material information with respect
          to the plan of distribution not previously disclosed in
          the  registration statement or any material  change  to
          such information in the registration statement;
          
provided,  however, that paragraphs (1)(a)(i) and  (1)(a)(ii)  do
not  apply if the information required to be included in a  post-
effective amendment by those paragraphs is contained in  periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d)  of the Exchange Act that are incorporated by reference  in
this registration statement.

     (b)   That,  for  the purpose of determining  any  liability
     under the Securities Act, each such post-effective amendment
     shall  be deemed to be a new registration statement relating
     to  the securities offered therein, and the offering of such
     securities  at that time shall be deemed to be  the  initial
     bona fide offering thereof.
     
     (c)   To  remove  from  registration by  means  of  a  post-
     effective  amendment any of the securities being  registered
     which remain unsold at the termination of the offering.
     
(2)   The  undersigned  Registrant hereby  undertakes  that,  for
purposes  of determining any liability under the Securities  Act,
each filing of the Registrant's annual report pursuant to Section
13(a)  or  Section 15(d) of the Exchange Act that is incorporated
by  reference in the Registration Statement shall be deemed to be
a  new  registration statement relating to the securities offered
therein,  and the offering of such securities at that time  shall
be deemed to be the initial bona fide offering thereof.
(3)  Insofar as indemnification for liabilities arising under the
Securities  Act  may  be  permitted to  directors,  officers  and
controlling  persons of the Registrant pursuant to the  foregoing
provisions, or otherwise, the Registrant has been advised that in
the  opinion  of  the  Securities and  Exchange  Commission  such
indemnification is against public policy as expressed in the  Act
and  is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the  payment
by  the  Registrant of expenses incurred or paid by  a  director,
officer or controlling person of the Registrant in the successful
defense  of any action, suit or proceeding) is asserted  by  such
director,  officer or controlling person in connection  with  the
securities being registered, the Registrant will, unless  in  the
opinion of its counsel the matter has been settled by controlling
precedent,  submit  to  a court of appropriate  jurisdiction  the
question  whether  such indemnification by it is  against  public
policy as expressed in the Act and will be governed by the  final
adjudication of such issue.
SIGNATURES
                                
      Pursuant to the requirements of the Securities Act of 1933,
the  Company certifies that it has reasonable grounds to  believe
that it meets all the requirements for filing on Form S-8 and has
duly  caused  this  Registration Statement to be  signed  on  its
behalf  by  the undersigned, there-unto duly authorized,  in  the
City  of  Santa Clara, State of California, on this 31st  day  of
March, 1999.

                                 INTEL CORPORATION
                                 
                                 
                            By:  /s/F. Thomas Dunlap, Jr.
                                 -----------------------------
                                 F. Thomas Dunlap, Jr.
                                 Vice President, General
                                 Counsel and Secretary
                                 
                        POWER OF ATTORNEY
                                
      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       Mar.31, 1999
Gordon E. Moore         Director                    
                                                    
/s/Andrew S. Grove      Chairman of the Board       Mar.31, 1999
Andrew S. Grove                                     
                                                    
                                                    
/s/Craig R. Barrett     President and Chief         Mar.31, 1999
Craig R. Barrett        Executive Officer           
                        (Principal Executive        
                        Officer and Director)       
                                                    
/s/Andy D. Bryant       Senior Vice President,      Mar.31, 1999
Andy D. Bryant          Principal Accounting and    
                        Chief Financial Officer     
                        (Principal Financial and    
                        Accounting Officer)         
                                                    
/s/John Brown           Director                    Mar.31, 1999
John Browne                                         
                                                    
/s/Winston H. Chen      Director                    Mar.31, 1999
Winston H. Chen                                     
                                                    
/s/D. James Guzy        Director                    Mar.31, 1999
D. James Guzy
/s/David S. Pottruck    Director                    Mar.31, 1999
David S. Pottruck                                   
                                                    
/s/Arthur Rock          Director                    Mar.31, 1999
Arthur Rock                                         
                                                    
/s/Jane E. Shaw         Director                    Mar.31, 1999
Jane E. Shaw                                        
                                                    
/s/Leslie L. Vadasz     Director                    Mar.31, 1999
Leslie L. Vadasz                                    
                                                    
/s/David B. Yoffie      Director                    Mar.31, 1999
David B. Yoffie                                     
                                                    
/s/Charles E. Young     Director                    Mar.31, 1999
Charles E. Young
INDEX TO EXHIBITS
                                
Exhibit    Description
No.        

5.1        Legal Opinion of Gibson, Dunn & Crutcher LLP.
           
23.1       Consent  of Gibson, Dunn & Crutcher LLP (contained  in
           Exhibit 5.1).
           
23.2       Consent of Ernst & Young LLP, Independent Auditors.
           
24.1       Power   of  Attorney  (contained  on  signature   page
           hereto).
           
*Incorporated by reference.
EXHIBIT 5.1
                                                                 
OPINION OF GIBSON, DUNN & CRUTCHER LLP

April 28, 1999

(202) 955-8500

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

Re: Proposed Offering of up to 306,000 Shares of Common Stock

Ladies and Gentlemen:

      We refer to an aggregate of 306,000 shares of Common Stock,
par  value  $.001  per  share, 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 XLNT  Designs,
Inc. 1994 Stock Option Plan and the XLNT Designs, Inc. 1996 Stock
Option Plan as assumed by Intel Corporation (the "Plans").

     We have examined the original, or a photostatic or certified
copy, of such records of the Company, certificates of officers of
the  Company and of public officials and such other documents  as
we  have  determined relevant and necessary as the basis for  the
opinion  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 certified
or  photostatic copies and the authenticity of the  originals  of
such copies.

      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  Registration Statement and the Plans, and, when (a)  the
Registration  Statement has become effective under the  Act,  (b)
the  pertinent provisions of any applicable state securities  law
have been complied with, (c) the number of Shares subject to this
Registration Statement has been determined, and (d) in  the  case
of options issued under the Plans, the Shares have been paid for,
the  Shares  so issued will be legally issued and will  be  fully
paid and nonassessable.

      We  consent to the filing of this opinion as an Exhibit  to
the  Registration  Statement and to the  reference  to  our  firm
appearing on the cover of 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  Act  or
the General Rules and Regulations of the Commission.

                                 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 XLNT Designs,  Inc.  1994
Stock  Option  Plan and the XLNT Designs, Inc. 1996 Stock  Option
Plan 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.

                                 Very truly yours,
                                 
                                 /s/ERNST & YOUNG LLP
                                 ------------------------------
                                 ERNST & YOUNG LLP
San Jose, California
April 26, 1999