As filed with the Securities and Exchange Commission on April 6,
2000
                   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)

       Ambient Technologies, Inc. 1999 Stock Option Plan
                as assumed by Intel Corporation
                    (Full title of the Plan)

                     F. THOMAS DUNLAP, JR.
         Vice President, General Counsel and Secretary
                       Intel Corporation
                   2200 Mission College Blvd.
               Santa Clara, 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 to    maximum        maximum
securities      be       offering      aggregate      Amount of
  to be     registered  price per    offering price registration
registered     (1)      share (2)         (2)          fee (3)
----------  ----------  ----------     ----------    ----------
Common       179,533     $128.22     $23,019,721.26    $6,078
Stock par
value
$0.001 per
share
============================================================
1.   Pursuant  to Rule 416(a), also covers additional securities
     that  may  be  offered as a result of stock  splits,  stock
     dividends or similar transactions.

2.   Estimated  solely  for  the  purpose  of  determining   the
     registration fee.

3.   Calculated  pursuant to Rule 457(c) based upon the  average
     of  the  high  and low prices of the Common  Stock  on  the
     Nasdaq National Market on March 30, 2000 which was $128.22.
============================================================
<PAGE>
                          INTRODUCTION

      This  Registration Statement on Form S-8 is filed by  Intel
Corporation, a Delaware corporation (the "Company," "Corporation"
or "Registrant"), relating to 179,533 shares of its common stock,
par  value  $0.001  per share (the "Common Stock"),  issuable  to
eligible employees of the Company under the Ambient Technologies,
Inc.  1999 Stock Option Plan as assumed by Intel Corporation (the
"Plan").

                             PART I

        INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

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

Item   2.    Registrant  Information  and  Employee  Plan  Annual
Information.

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

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

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

     (i)  The Company's Annual Report on Form 10-K for the fiscal
year ended December 25, 1999;

      (ii) The Company's Current Reports on Forms 8-K, filed with
the Commission on January 14, 2000 and March 30, 2000;

      (iii)All other reports filed pursuant to Section  13(a)  or
15(d)  of  the  Securities Exchange Act of 1934, as amended  (the
"Exchange Act"), since the end of the fiscal year covered by  the
Annual Report referred to in (i) above; and

      (iv)The  description  of  the  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.

<PAGE>

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 Company 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 Company'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 Company 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 Company and its stockholders (through stockholders'
derivative  suits  on behalf of the Company) 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 Company's Bylaws (the "Bylaws") provide that the Company
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 Company  or
is  or  was  serving at the request of the Company 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 Company
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 Company or  brought  to  enforce
certain indemnification rights.

     The Bylaws also provide that expenses incurred by an officer
or  director of the Company (acting in his capacity as  such)  in
defending  any such action, suit or proceeding shall be  paid  by
the  Company, provided that if required by the DGCL such expenses
shall  be  advanced  only upon delivery  to  the  Company  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 Company.  Expenses incurred  by
other  agents of the Company may be advanced upon such terms  and
conditions  as  the  Board  of Directors  of  the  Company  deems
appropriate.   Any  obligation  to  reimburse  the  Company   for
expenses advanced under such provisions shall be unsecured and no
interest shall be charged thereon.

<PAGE>

     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 Company may purchase  and  maintain
insurance to protect itself and any such person against any  such
expenses,  liability and loss, whether or not the  Company  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 Company 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
Company as described above and assure directors and officers that
indemnification  will  continue to  be  provided  despite  future
changes  in the Bylaws of the Company.  The Company 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.

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

4.1*          Intel    Corporation   Restated   Certificate    of
              Incorporation  dated May 11, 1993  and  Certificate
              of   Amendment  to  the  Restated  Certificate   of
              Incorporation  dated June 2, 1997 (incorporated  by
              reference to Exhibit 3.1 of Registrant's Form  10-K
              as filed on March 27, 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 June 26, 1999 as  filed
              on August 2, 1999).

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:

<PAGE>

           (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.

<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 of the requirements for filing on Form S-8  and
has  duly caused this Registration Statement to be signed on  its
behalf by the undersigned, thereunto duly authorized, in the City
of  Santa  Clara, State of California, on the 9th day  of  March,
2000.

                              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       Mar. 10, 2000
Gordon E. Moore         Director

/s/Andrew S. Grove      Chairman of the Board       Mar. 9, 2000
Andrew S. Grove


/s/Craig R. Barrett     President and Chief         Mar. 10, 2000
Craig R. Barrett        Executive Officer


/s/Andy D. Bryant       Senior Vice President,      Mar. 10, 2000
Andy D. Bryant          Principal Accounting and
                        Chief Financial Officer
                        and  Enterprise  Services
                        Officer

/s/John Browne          Director                    Mar. 10, 2000
John Browne

/s/Winston H. Chen      Director                    Mar. 10, 2000
Winston H. Chen

/s/D. James Guzy        Director                    Mar. 10, 2000
D. James Guzy


<PAGE>

/s/David S. Pottruck    Director                    Mar. 10, 2000
David S. Pottruck

/s/Jane E. Shaw         Director                    Mar. 10, 2000
Jane E. Shaw

/s/Leslie L. Vadasz     Director                    Mar. 10, 2000
Leslie L. Vadasz

/s/David B. Yoffie      Director                    Mar. 10, 2000
David B. Yoffie

/s/Charles E. Young     Director                    Mar. 9, 2000
Charles E. Young



<PAGE>

                        INDEX TO EXHIBITS

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

23.1         Consent of Gibson, Dunn & Crutcher LLP (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]
              1050 Connecticut Avenue NW, Suite 900
                      Washington, DC 20036

                          April 6, 2000

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 179,533 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 Ambient Technologies, Inc. 1999  Stock  Option
Plan as assumed by Intel Corporation (the "Plan") assumed by  the
Company  pursuant  to  the terms of the  Agreement  and  Plan  of
Merger,  dated as of February 3, 2000, among the Company, Ambient
Technologies,  Inc.,  a California corporation,  DWT  Acquisition
Corporation, a Delaware corporation and a wholly owned subsidiary
of  the  Company, and for the limited purposes set forth therein,
Fred Schuckert.

      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 Plan, the Shares will be duly and validly  issued,
fully paid and non-assessable shares of Common Stock.

      We are admitted to practice in the State of 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.

<PAGE>

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

                              Very truly yours,

                              /s/GIBSON, DUNN & CRUTCHER LLP

<PAGE>

                                                     EXHIBIT 23.2

       CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We  consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Ambient Technologies, Inc.
1999  Stock Option Plan, as assumed by Intel Corporation, of  our
report  dated  January 11, 2000, 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  25,  1999,  filed  with  the
Securities and Exchange Commission.

                                             /s/Ernst & Young LLP

San Jose, California
April 5, 2000
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 25891}]
{"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": "333-34154", "film-number": "594721"}, "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 6,
2000
                   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)

       Ambient Technologies, Inc. 1999 Stock Option Plan
                as assumed by Intel Corporation
                    (Full title of the Plan)

                     F. THOMAS DUNLAP, JR.
         Vice President, General Counsel and Secretary
                       Intel Corporation
                   2200 Mission College Blvd.
               Santa Clara, 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 to    maximum        maximum
securities      be       offering      aggregate      Amount of
  to be     registered  price per    offering price registration
registered     (1)      share (2)         (2)          fee (3)
----------  ----------  ----------     ----------    ----------
Common       179,533     $128.22     $23,019,721.26    $6,078
Stock par
value
$0.001 per
share
============================================================
1.   Pursuant  to Rule 416(a), also covers additional securities
     that  may  be  offered as a result of stock  splits,  stock
     dividends or similar transactions.

2.   Estimated  solely  for  the  purpose  of  determining   the
     registration fee.

3.   Calculated  pursuant to Rule 457(c) based upon the  average
     of  the  high  and low prices of the Common  Stock  on  the
     Nasdaq National Market on March 30, 2000 which was $128.22.
============================================================
INTRODUCTION

      This  Registration Statement on Form S-8 is filed by  Intel
Corporation, a Delaware corporation (the "Company," "Corporation"
or "Registrant"), relating to 179,533 shares of its common stock,
par  value  $0.001  per share (the "Common Stock"),  issuable  to
eligible employees of the Company under the Ambient Technologies,
Inc.  1999 Stock Option Plan as assumed by Intel Corporation (the
"Plan").

                             PART I

        INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

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

Item   2.    Registrant  Information  and  Employee  Plan  Annual
Information.

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

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

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

     (i)  The Company's Annual Report on Form 10-K for the fiscal
year ended December 25, 1999;

      (ii) The Company's Current Reports on Forms 8-K, filed with
the Commission on January 14, 2000 and March 30, 2000;

      (iii)All other reports filed pursuant to Section  13(a)  or
15(d)  of  the  Securities Exchange Act of 1934, as amended  (the
"Exchange Act"), since the end of the fiscal year covered by  the
Annual Report referred to in (i) above; and

      (iv)The  description  of  the  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 Company 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 Company'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 Company 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 Company and its stockholders (through stockholders'
derivative  suits  on behalf of the Company) 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 Company's Bylaws (the "Bylaws") provide that the Company
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 Company  or
is  or  was  serving at the request of the Company 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 Company
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 Company or  brought  to  enforce
certain indemnification rights.

     The Bylaws also provide that expenses incurred by an officer
or  director of the Company (acting in his capacity as  such)  in
defending  any such action, suit or proceeding shall be  paid  by
the  Company, provided that if required by the DGCL such expenses
shall  be  advanced  only upon delivery  to  the  Company  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 Company.  Expenses incurred  by
other  agents of the Company may be advanced upon such terms  and
conditions  as  the  Board  of Directors  of  the  Company  deems
appropriate.   Any  obligation  to  reimburse  the  Company   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 Company may purchase  and  maintain
insurance to protect itself and any such person against any  such
expenses,  liability and loss, whether or not the  Company  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 Company 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
Company as described above and assure directors and officers that
indemnification  will  continue to  be  provided  despite  future
changes  in the Bylaws of the Company.  The Company 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.

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

4.1*          Intel    Corporation   Restated   Certificate    of
              Incorporation  dated May 11, 1993  and  Certificate
              of   Amendment  to  the  Restated  Certificate   of
              Incorporation  dated June 2, 1997 (incorporated  by
              reference to Exhibit 3.1 of Registrant's Form  10-K
              as filed on March 27, 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 June 26, 1999 as  filed
              on August 2, 1999).

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 of the requirements for filing on Form S-8  and
has  duly caused this Registration Statement to be signed on  its
behalf by the undersigned, thereunto duly authorized, in the City
of  Santa  Clara, State of California, on the 9th day  of  March,
2000.

                              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       Mar. 10, 2000
Gordon E. Moore         Director

/s/Andrew S. Grove      Chairman of the Board       Mar. 9, 2000
Andrew S. Grove

/s/Craig R. Barrett     President and Chief         Mar. 10, 2000
Craig R. Barrett        Executive Officer

/s/Andy D. Bryant       Senior Vice President,      Mar. 10, 2000
Andy D. Bryant          Principal Accounting and
                        Chief Financial Officer
                        and  Enterprise  Services
                        Officer

/s/John Browne          Director                    Mar. 10, 2000
John Browne

/s/Winston H. Chen      Director                    Mar. 10, 2000
Winston H. Chen

/s/D. James Guzy        Director                    Mar. 10, 2000
D. James Guzy
/s/David S. Pottruck    Director                    Mar. 10, 2000
David S. Pottruck

/s/Jane E. Shaw         Director                    Mar. 10, 2000
Jane E. Shaw

/s/Leslie L. Vadasz     Director                    Mar. 10, 2000
Leslie L. Vadasz

/s/David B. Yoffie      Director                    Mar. 10, 2000
David B. Yoffie

/s/Charles E. Young     Director                    Mar. 9, 2000
Charles E. Young
INDEX TO EXHIBITS

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

23.1         Consent of Gibson, Dunn & Crutcher LLP (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]
              1050 Connecticut Avenue NW, Suite 900
                      Washington, DC 20036

                          April 6, 2000

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 179,533 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 Ambient Technologies, Inc. 1999  Stock  Option
Plan as assumed by Intel Corporation (the "Plan") assumed by  the
Company  pursuant  to  the terms of the  Agreement  and  Plan  of
Merger,  dated as of February 3, 2000, among the Company, Ambient
Technologies,  Inc.,  a California corporation,  DWT  Acquisition
Corporation, a Delaware corporation and a wholly owned subsidiary
of  the  Company, and for the limited purposes set forth therein,
Fred Schuckert.

      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 Plan, the Shares will be duly and validly  issued,
fully paid and non-assessable shares of Common Stock.

      We are admitted to practice in the State of 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
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 Ambient Technologies, Inc.
1999  Stock Option Plan, as assumed by Intel Corporation, of  our
report  dated  January 11, 2000, 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  25,  1999,  filed  with  the
Securities and Exchange Commission.

                                             /s/Ernst & Young LLP

San Jose, California
April 5, 2000