As filed with the Securities and Exchange Commission on December
20, 1999
                       Registration Statement No. 333-__________
 --------------------------------------------------------------
               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)

   DSP COMMUNICATIONS, INC. 1994 EMPLOYEE AND CONSULTANT STOCK
                          OPTION PLAN,
DSP COMMUNICATIONS, INC. 1995 EMPLOYEE AND CONSULTANT STOCK PLAN,
  DSP COMMUNICATIONS, INC. 1996 STOCK OPTION PLAN, AS AMENDED,
     DSP COMMUNICATIONS, INC. 1996 NONSTATUTORY EMPLOYEE AND
                  CONSULTANT STOCK OPTION PLAN
                               AND
  DSP COMMUNICATIONS, INC. 1998 NON-QUALIFIED 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:
                      KENNETH R. LAMB, ESQ.
                   Gibson, Dunn & Crutcher LLP
                      One Montgomery Street
                          Telesis Tower
                     San Francisco, CA 94104
                         (415) 393-8200
 --------------------------------------------------------------
                 CALCULATION OF REGISTRATION FEE
 --------------------------------------------------------------
                          Proposed       Proposed
 Title of      Amount     Maximum        Maximum       Amount of
Securities     to be      Offering      Aggregate      Registra-
   to be     Registered  Price Per    Offering Price   tion Fee
Registered      (1)      Share (2)         (2)            (3)
-----------  ----------  ----------     ----------    ----------
Common       2,211,419     $72.88    $161,168,216.72  $42,548.41
Stock, 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 December  13,  1999  which  was
     $72.88.

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

<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 1,840 shares, 246,808  shares,
360,438 shares, 41,061 shares and 1,561,272 shares of its  common
stock,  par value $0.001 per share (the "Common Stock")  issuable
to   eligible   employees   of  the   Company   under   the   DSP
Communications,  Inc. 1994 Employee and Consultant  Stock  Option
Plan,  the  DSP Communications, Inc. 1995 Employee and Consultant
Stock  Plan, the DSP Communications, Inc. 1996 Stock Option Plan,
as  amended,  the  DSP  Communications,  Inc.  1996  Nonstatutory
Employee   and  Consultant  Stock  Option  Plan   and   the   DSP
Communications,  Inc.  1998  Non-Qualified  Stock  Option   Plan,
respectively, 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 31, 1998;

     (ii)  The Company's Quarterly Reports on Form 10-Q  for  the
     fiscal  quarters  ended March 27, 1999, June  26,  1999  and
     September 25, 1999;

     (iii)The  Company's Current Reports on Form 8-K, filed  with
     the  Commission on January 14, 1999, March 12,  1999,  April
     14,  1999, July 8, 1999, July 14, 1999, August 10, 1999  and
     October 13, 1999;

     (iv)  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

     (v)  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

<PAGE>

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, excise taxes and penalties under the  Employee
Retirement  Income Security Act of 1974, as amended, 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.

<PAGE>

     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).

<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.

(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

<PAGE>

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 14th  day  of
December, 1999.

                                 INTEL CORPORATION


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



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

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

Signature               Title                       Date

/s/Gordon E. Moore      Chairman Emeritus and       Dec. 14, 1999
------------------      Director
Gordon E. Moore


/s/Andrew S. Grove      Chairman of the Board       Dec. 14, 1999
-------------------
Andrew S. Grove


/s/Craig R. Barrett     President and Chief         Dec. 14, 1999
-------------------     Executive Officer
Craig R. Barrett        (Principal Executive
                        Officer and Director)


/s/Andy D. Bryant       Senior Vice President,      Dec. 14, 1999
-------------------     Principal Accounting and
Andy D. Bryant          Chief Financial Officer
                        (Principal Financial and
                        Accounting Officer)


/s/John Browne          Director                    Dec. 14, 1999
-------------------
John Browne


/s/Winston H. Chen      Director                    Dec. 14, 1999
-------------------
Winston H. Chen


/s/D. James Guzy        Director                    Dec. 14, 1999
-------------------
D. James Guzy

<PAGE>

/s/David S. Pottruck    Director                    Dec. 14, 1999
-------------------
David S. Pottruck


/s/Jane E. Shaw         Director                    Dec. 14, 1999
-------------------
Jane E. Shaw


/s/Leslie L. Vadasz     Director                    Dec. 14, 1999
-------------------
Leslie L. Vadasz


/s/David B. Yoffie      Director                    Dec. 14, 1999
-------------------
David B. Yoffie


/s/Charles E. Young     Director                    Dec. 14, 1999
-------------------
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 (included
               in Exhibit 5.1).

23.2           Consent   of   Ernst  &  Young  LLP,  Independent
               Auditors.

24.1           Power  of  Attorney (contained on signature  page
               hereto).
<PAGE>

                                                      Exhibit 5.1

           [Letterhead of Gibson, Dunn & Crutcher LLP]

                        December 16, 1999



(415) 393-8200                                       C42376-00312


Intel Corporation
2200 Mission College Boulevard
Santa Clara, California 95052

Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

We  have  acted  as  counsel  to Intel  Corporation,  a  Delaware
corporation  (the "Company"), in connection with the  preparation
of  a  Registration Statement on Form S-8 to be  filed  with  the
Securities and Exchange Commission (the "Registration Statement")
with  respect  to  the registration under the Securities  Act  of
1933, as amended, of 2,211,419 shares of common stock, $.001  par
value  (the  "Shares"),  of  the Company  (the  "Common  Stock"),
subject  to  issuance  by the Company upon  exercise  of  options
granted  under  the  DSP Communications, Inc. 1994  Employee  and
Consultant Stock Option Plan, the DSP Communications,  Inc.  1995
Employee and Consultant Stock Plan, the DSP Communications,  Inc.
1996  Stock Option Plan, as amended, the DSP Communications, Inc.
1996  Nonstatutory Employee and Consultant Stock Option Plan  and
the DSP Communications, Inc. 1998 Non-Qualified Stock Option Plan
as  assumed by the Company (the "Plans") pursuant to the terms of
the  Agreement and Plan of Merger, dated October 13, 1999,  among
the  Company, CWC Acquisition Corporation, a Delaware corporation
and   a   wholly-owned  subsidiary  of  the  Company,   and   DSP
Communications, Inc., 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) when issued in accordance with  the
terms  of the Plans, the Shares will be duly and validly  issued,
fully paid and non-assessable.

<PAGE>

Intel Corporation
December 16, 1999
Page 2

We  are  admitted to practice in the State of California 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 California  and,  to  the
limited  extent set forth above, 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

KRL/TJH/JJJ/BT

<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 DSP Communications,  Inc.
1994   Employee  and  Consultant  Stock  Option  Plan,  the   DSP
Communications, Inc. 1995 Employee and Consultant Stock Plan, the
DSP  Communications, Inc. 1996 Stock Option Plan, as amended, the
DSP   Communications,   Inc.  1996  Nonstatutory   Employee   and
Consultant  Stock  Option Plan, and the DSP Communications,  Inc.
1998   Non-Qualified  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.

                                             /s/ERNST & YOUNG LLP

San Jose, California
December 16, 1999
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 28466}]
{"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": "333-93057", "film-number": "99777165"}, "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 December
20, 1999
                       Registration Statement No. 333-__________
 --------------------------------------------------------------
               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)

   DSP COMMUNICATIONS, INC. 1994 EMPLOYEE AND CONSULTANT STOCK
                          OPTION PLAN,
DSP COMMUNICATIONS, INC. 1995 EMPLOYEE AND CONSULTANT STOCK PLAN,
  DSP COMMUNICATIONS, INC. 1996 STOCK OPTION PLAN, AS AMENDED,
     DSP COMMUNICATIONS, INC. 1996 NONSTATUTORY EMPLOYEE AND
                  CONSULTANT STOCK OPTION PLAN
                               AND
  DSP COMMUNICATIONS, INC. 1998 NON-QUALIFIED 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:
                      KENNETH R. LAMB, ESQ.
                   Gibson, Dunn & Crutcher LLP
                      One Montgomery Street
                          Telesis Tower
                     San Francisco, CA 94104
                         (415) 393-8200
 --------------------------------------------------------------
                 CALCULATION OF REGISTRATION FEE
 --------------------------------------------------------------
                          Proposed       Proposed
 Title of      Amount     Maximum        Maximum       Amount of
Securities     to be      Offering      Aggregate      Registra-
   to be     Registered  Price Per    Offering Price   tion Fee
Registered      (1)      Share (2)         (2)            (3)
-----------  ----------  ----------     ----------    ----------
Common       2,211,419     $72.88    $161,168,216.72  $42,548.41
Stock, 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 December  13,  1999  which  was
     $72.88.

 --------------------------------------------------------------
INTRODUCTION

      This  Registration Statement on Form S-8 is filed by  Intel
Corporation, a Delaware corporation (the "Company," "Corporation"
or  the  "Registrant") relating to 1,840 shares, 246,808  shares,
360,438 shares, 41,061 shares and 1,561,272 shares of its  common
stock,  par value $0.001 per share (the "Common Stock")  issuable
to   eligible   employees   of  the   Company   under   the   DSP
Communications,  Inc. 1994 Employee and Consultant  Stock  Option
Plan,  the  DSP Communications, Inc. 1995 Employee and Consultant
Stock  Plan, the DSP Communications, Inc. 1996 Stock Option Plan,
as  amended,  the  DSP  Communications,  Inc.  1996  Nonstatutory
Employee   and  Consultant  Stock  Option  Plan   and   the   DSP
Communications,  Inc.  1998  Non-Qualified  Stock  Option   Plan,
respectively, 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 31, 1998;

     (ii)  The Company's Quarterly Reports on Form 10-Q  for  the
     fiscal  quarters  ended March 27, 1999, June  26,  1999  and
     September 25, 1999;

     (iii)The  Company's Current Reports on Form 8-K, filed  with
     the  Commission on January 14, 1999, March 12,  1999,  April
     14,  1999, July 8, 1999, July 14, 1999, August 10, 1999  and
     October 13, 1999;

     (iv)  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

     (v)  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, excise taxes and penalties under the  Employee
Retirement  Income Security Act of 1974, as amended, 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 14th  day  of
December, 1999.

                                 INTEL CORPORATION

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

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

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

Signature               Title                       Date

/s/Gordon E. Moore      Chairman Emeritus and       Dec. 14, 1999
------------------      Director
Gordon E. Moore

/s/Andrew S. Grove      Chairman of the Board       Dec. 14, 1999
-------------------
Andrew S. Grove

/s/Craig R. Barrett     President and Chief         Dec. 14, 1999
-------------------     Executive Officer
Craig R. Barrett        (Principal Executive
                        Officer and Director)

/s/Andy D. Bryant       Senior Vice President,      Dec. 14, 1999
-------------------     Principal Accounting and
Andy D. Bryant          Chief Financial Officer
                        (Principal Financial and
                        Accounting Officer)

/s/John Browne          Director                    Dec. 14, 1999
-------------------
John Browne

/s/Winston H. Chen      Director                    Dec. 14, 1999
-------------------
Winston H. Chen

/s/D. James Guzy        Director                    Dec. 14, 1999
-------------------
D. James Guzy
/s/David S. Pottruck    Director                    Dec. 14, 1999
-------------------
David S. Pottruck

/s/Jane E. Shaw         Director                    Dec. 14, 1999
-------------------
Jane E. Shaw

/s/Leslie L. Vadasz     Director                    Dec. 14, 1999
-------------------
Leslie L. Vadasz

/s/David B. Yoffie      Director                    Dec. 14, 1999
-------------------
David B. Yoffie

/s/Charles E. Young     Director                    Dec. 14, 1999
-------------------
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 (included
               in Exhibit 5.1).

23.2           Consent   of   Ernst  &  Young  LLP,  Independent
               Auditors.

24.1           Power  of  Attorney (contained on signature  page
               hereto).
Exhibit 5.1

           [Letterhead of Gibson, Dunn & Crutcher LLP]

                        December 16, 1999

(415) 393-8200                                       C42376-00312

Intel Corporation
2200 Mission College Boulevard
Santa Clara, California 95052

Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

We  have  acted  as  counsel  to Intel  Corporation,  a  Delaware
corporation  (the "Company"), in connection with the  preparation
of  a  Registration Statement on Form S-8 to be  filed  with  the
Securities and Exchange Commission (the "Registration Statement")
with  respect  to  the registration under the Securities  Act  of
1933, as amended, of 2,211,419 shares of common stock, $.001  par
value  (the  "Shares"),  of  the Company  (the  "Common  Stock"),
subject  to  issuance  by the Company upon  exercise  of  options
granted  under  the  DSP Communications, Inc. 1994  Employee  and
Consultant Stock Option Plan, the DSP Communications,  Inc.  1995
Employee and Consultant Stock Plan, the DSP Communications,  Inc.
1996  Stock Option Plan, as amended, the DSP Communications, Inc.
1996  Nonstatutory Employee and Consultant Stock Option Plan  and
the DSP Communications, Inc. 1998 Non-Qualified Stock Option Plan
as  assumed by the Company (the "Plans") pursuant to the terms of
the  Agreement and Plan of Merger, dated October 13, 1999,  among
the  Company, CWC Acquisition Corporation, a Delaware corporation
and   a   wholly-owned  subsidiary  of  the  Company,   and   DSP
Communications, Inc., 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) when issued in accordance with  the
terms  of the Plans, the Shares will be duly and validly  issued,
fully paid and non-assessable.
Intel Corporation
December 16, 1999
Page 2

We  are  admitted to practice in the State of California 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 California  and,  to  the
limited  extent set forth above, 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

KRL/TJH/JJJ/BT
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 DSP Communications,  Inc.
1994   Employee  and  Consultant  Stock  Option  Plan,  the   DSP
Communications, Inc. 1995 Employee and Consultant Stock Plan, the
DSP  Communications, Inc. 1996 Stock Option Plan, as amended, the
DSP   Communications,   Inc.  1996  Nonstatutory   Employee   and
Consultant  Stock  Option Plan, and the DSP Communications,  Inc.
1998   Non-Qualified  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.

                                             /s/ERNST & YOUNG LLP

San Jose, California
December 16, 1999