As  filed  with the Securities and Exchange Commission on  March
29, 1999
                                  Registration Statement No. 33-
 --------------------------------------------------------------
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                    -------------------------
                            FORM S-8
                     REGISTRATION STATEMENT
                UNDER THE SECURITIES ACT OF 1933

                        INTEL CORPORATION
     (Exact name of registrant as specified in its charter)
                                          
            Delaware                            94-1672743
 (State or Other Jurisdiction of             (I.R.S. Employer
 Incorporation or Organization)           Identification Number)
                                
                   2200 Mission College Blvd.
               Santa Clara, California 95052-8119
       (Address of Principal Executive Offices) (Zip Code)

   THE SHIVA CORPORATION AMENDED AND RESTATED 1988 STOCK PLAN,
        THE SHIVA CORPORATION 1997 STOCK INCENTIVE PLAN,
   THE SHIVA CORPORATION 1997 EMPLOYEE NON-QUALIFIED PLAN and
          THE SHIVA CORPORATION AIRSOFT 1993 STOCK 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
                         (408) 765-8080
             (Name and address of agent for service)
  (Telephone number, including area code, of agent for service)
                                
                           Copies to:
                       Allen L. Weingarten
                     Morrison & forester LLP
                   1290 Avenue of the Americas
                       New York, NY 10104
                         (212) 468-8000
 --------------------------------------------------------------
                 CALCULATION OF REGISTRATION FEE
 --------------------------------------------------------------
                            Proposed     Proposed         
 Title of                   maximum      maximum          
securities    Amount to     offering    aggregate     Amount of
   to be          be       price per     offering   registration
registered    registered   share (1)    price (1)        fee
-----------   ----------   ----------   ----------   ----------
Common         160,755      $115.375   $18,547,108    $5,156.10
Stock
 --------------------------------------------------------------
(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 Stock Market on March 23,1999, which was $115.375.
 --------------------------------------------------------------

<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 160,755 shares of its  common
stock,  par value $0.001 per share (the "Common Stock")  issuable
to  eligible employees of the Company under the Shiva Corporation
Amended and Restated 1988 Stock Plan, the Shiva Corporation  1997
Stock  Incentive Plan, the Shiva Corporation 1997  Employee  Non-
Qualified Plan and the Shiva Corporation Airsoft 1993 Stock  Plan
as assumed by Intel Corporation (the "Plan").

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

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

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

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

Item 4.   Description of Securities.

     Not applicable.
     
Item 5.   Interests of Named Experts and Counsel.

     Not applicable.
     
<PAGE>

Item 6.    Indemnification of Directors and Officers.

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

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

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

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

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

<PAGE>

      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:

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 Morrison & Foerster LLP.
           
23.1       Consent  of  Morrison  & Foerster  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
          
<PAGE>

          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
II-6  provisions, or otherwise, the Registrant has  been  advised
that  in  the  opinion of the Securities and Exchange  Commission
such indemnification is against public policy as expressed in the
Act  and is, therefore, unenforceable.  In the event that a claim
for  indemnification  against such liabilities  (other  than  the
payment  by  the Registrant of expenses incurred  or  paid  by  a
director, officer or controlling person of the Registrant in  the
successful defense of any action, suit or proceeding) is asserted
by  such  director, officer or controlling person  in  connection
with the securities being registered, the Registrant will, unless
in  the  opinion  of its counsel the matter has been  settled  by
controlling   precedent,  submit  to  a  court   of   appropriate
jurisdiction the question whether such indemnification by  it  is
against  public  policy  as expressed in  the  Act  and  will  be
governed by the final adjudication of such issue.

<PAGE>

                           SIGNATURES
                                
Pursuant  to the requirements of the Securities Act of 1933,  the
Company certifies that it has reasonable grounds to believe  that
it meets all the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf  by
the undersigned, there-unto duly authorized, in the City of Santa
Clara, State of California, on this 27th day of February, 1999.

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

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

Signature               Capacity                    Date
                                                    
/s/Gordon E. Moore      Chairman Emeritus and       Feb.27, 1999
Gordon E. Moore         Director                    
                                                    
/s/Andrew S. Grove      Chairman of the Board       Feb.27, 1999
Andrew S. Grove                                     
                                                    
                                                    
/s/Craig R. Barrett     President and Chief         Feb.27, 1999
Craig R. Barrett        Executive Officer           
                        (Principal Executive        
                        Officer and Director)       
                                                    
/s/Andy D. Bryant       Senior Vice President,      Feb.27, 1999
Andy D. Bryant          Principal Accounting and    
                        Chief Financial Officer     
                        (Principal Financial        
                        Officer)                    
                                                    
/s/John Brown           Director                    Feb.27, 1999
John Browne                                         
                                                    
/s/Winston H. Chen      Director                    Feb.27, 1999
Winston H. Chen                                     
                                                    
<PAGE>

/s/D. James Guzy        Director                    Feb.27, 1999
D. James Guzy                                       
                                                    
/s/David S. Pottruck    Director                    Feb.27, 1999
David S. Pottruck                                   
                                                    
/s/Arthur Rock          Director                    Feb.27, 1999
Arthur Rock                                         
                                                    
/s/Jane E. Shaw         Director                    Feb.27, 1999
Jane E. Shaw                                        
                                                    
/s/Leslie L. Vadasz     Director                    Feb.27, 1999
Leslie L. Vadasz                                    
                                                    
/s/David B. Yoffie      Director                    Feb.27, 1999
David B. Yoffie                                     
                                                    
/s/Charles E. Young     Director                    Feb.27, 1999
Charles E. Young                                    
                                                    
                                                    
                                                    
<PAGE>

                        INDEX TO EXHIBITS
                                
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 Morrison & Foerster LLP.
           
23.1       Consent  of  Morrison  & Foerster  LLP  (contained  in
           Exhibit 5.1).
           
23.2       Consent of Ernst & Young LLP, Independent Auditors.
           
24.1       Power   of  Attorney  (contained  on  signature   page
           hereto).
           
*Incorporated by reference.

<PAGE>

                                                      EXHIBIT 5.1
                                                                 
OPINION OF MORRISON & FOERSTER LLP

(MORRISON & FOERSTER LETTERHEAD)

March 29, 1999

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

Ladies and Gentlemen:

      We have examined the Registration Statement on Form S-8  to
be  filed  by  Intel  Corporation, a  Delaware  corporation  (the
"Company"), with the Securities and Exchange Commission on  March
29,   1999  (the  "Registration  Statement"),  relating  to   the
registration  under the Securities Act of 1933,  as  amended,  of
160,755 shares of the Company's Common Stock, $.001 par value per
share (the "Stock").  The Stock is reserved for issuance pursuant
to  options  granted or to be granted under the Shiva Corporation
Amended and Restated 1988 Stock Plan, the Shiva Corporation  1997
Stock  Incentive Plan, the Shiva Corporation 1997  Employee  Non-
Qualified Plan and the Shiva Corporation Airsoft 1993 Stock Plan,
each as assumed by Intel Corporation.  As counsel to the Company,
we  have  examined  the  proceedings  taken  by  the  Company  in
connection with the registration of the Stock.

      It  is our opinion that the Stock, when issued and sold  in
the  manner  described  in  the Registration  Statement  and  the
related  Prospectus,  will be legally and validly  issued,  fully
paid and nonassessable.

      We  consent to the use of this opinion as an exhibit to the
Registration  Statement and further consent to all references  to
us in the Registration Statement and any amendments thereto.

                                 Very truly yours,
                                 
                                 /s/MORRISON & FOERSTER LLP
                                 ------------------------------
                                 MORRISON & FOERSTER 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 Shiva Corporation  Amended
and  Restated 1988 Stock Plan, the Shiva Corporation  1997  Stock
Incentive Plan, the Shiva Corporation 1997 Employee Non-Qualified
Plan,  and  the  Shiva Corporation Airsoft  1993  Stock  Plan  as
assumed  by  Intel Corporation, of our report dated  January  11,
1999,  with respect to the consolidated financial statements  and
schedule of Intel Corporation included in and/or incorporated  by
reference  in  its Annual Report (Form 10-K) for the  year  ended
December  26,  1998,  filed  with  the  Securities  and  Exchange
Commission.

                                 Very truly yours,
                                 
                                 /s/ERNST & YOUNG LLP
                                 ------------------------------
                                 ERNST & YOUNG LLP
San Jose, California
March 24, 1999
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 27508}]
{"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": "333-75163", "film-number": "99575150"}, "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  March
29, 1999
                                  Registration Statement No. 33-
 --------------------------------------------------------------
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                    -------------------------
                            FORM S-8
                     REGISTRATION STATEMENT
                UNDER THE SECURITIES ACT OF 1933

                        INTEL CORPORATION
     (Exact name of registrant as specified in its charter)
                                          
            Delaware                            94-1672743
 (State or Other Jurisdiction of             (I.R.S. Employer
 Incorporation or Organization)           Identification Number)
                                
                   2200 Mission College Blvd.
               Santa Clara, California 95052-8119
       (Address of Principal Executive Offices) (Zip Code)

   THE SHIVA CORPORATION AMENDED AND RESTATED 1988 STOCK PLAN,
        THE SHIVA CORPORATION 1997 STOCK INCENTIVE PLAN,
   THE SHIVA CORPORATION 1997 EMPLOYEE NON-QUALIFIED PLAN and
          THE SHIVA CORPORATION AIRSOFT 1993 STOCK 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
                         (408) 765-8080
             (Name and address of agent for service)
  (Telephone number, including area code, of agent for service)
                                
                           Copies to:
                       Allen L. Weingarten
                     Morrison & forester LLP
                   1290 Avenue of the Americas
                       New York, NY 10104
                         (212) 468-8000
 --------------------------------------------------------------
                 CALCULATION OF REGISTRATION FEE
 --------------------------------------------------------------
                            Proposed     Proposed         
 Title of                   maximum      maximum          
securities    Amount to     offering    aggregate     Amount of
   to be          be       price per     offering   registration
registered    registered   share (1)    price (1)        fee
-----------   ----------   ----------   ----------   ----------
Common         160,755      $115.375   $18,547,108    $5,156.10
Stock
 --------------------------------------------------------------
(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 Stock Market on March 23,1999, which was $115.375.
 --------------------------------------------------------------
INTRODUCTION
                                
This  Registration  Statement on  Form  S-8  is  filed  by  Intel
Corporation, a Delaware corporation (the "Company", "Corporation"
or  the  "Registrant"), relating to 160,755 shares of its  common
stock,  par value $0.001 per share (the "Common Stock")  issuable
to  eligible employees of the Company under the Shiva Corporation
Amended and Restated 1988 Stock Plan, the Shiva Corporation  1997
Stock  Incentive Plan, the Shiva Corporation 1997  Employee  Non-
Qualified Plan and the Shiva Corporation Airsoft 1993 Stock  Plan
as assumed by Intel Corporation (the "Plan").

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

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

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

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

Item 4.   Description of Securities.

     Not applicable.
     
Item 5.   Interests of Named Experts and Counsel.

     Not applicable.
Item 6.    Indemnification of Directors and Officers.

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

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

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

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

     The Bylaws also provide that indemnification provided for in
the  Bylaws shall not be deemed exclusive of any other rights  to
which  the indemnified party may be entitled; that any  right  of
indemnification or protection provided under the Bylaws shall not
be  adversely  affected by any amendment, repeal, or modification
of the Bylaws; and that the Corporation may purchase and maintain
insurance to protect itself and any such person against any  such
expenses,  liability  and loss, whether or  not  the  Corporation
would  have  the  power  to indemnify such  person  against  such
expenses, liability or loss under the DGCL or the Bylaws.
In  addition to the above, the Corporation has entered into
indemnification agreements with each of its directors and certain
of   its   officers.   The  indemnification  agreements   provide
directors  and  officers  with the same  indemnification  by  the
Corporation as described above and assure directors and  officers
that  indemnification will continue to be provided despite future
changes  in the Bylaws of the Corporation.  The Corporation  also
provides  indemnity  insurance pursuant  to  which  officers  and
directors  are indemnified or insured against liability  or  loss
under  certain  circumstances, which  may  include  liability  or
related loss under the Securities Act and the Exchange Act.

Item 7.   Exemption from Registration Claimed.

     Not applicable.
     
Item 8.    Exhibits.
           
      Unless  otherwise indicated below as being incorporated  by
reference  to another filing of the Company with the  Commission,
each of the following exhibits is filed herewith:

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 Morrison & Foerster LLP.
           
23.1       Consent  of  Morrison  & Foerster  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
II-6  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 27th day of February, 1999.

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

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

Signature               Capacity                    Date
                                                    
/s/Gordon E. Moore      Chairman Emeritus and       Feb.27, 1999
Gordon E. Moore         Director                    
                                                    
/s/Andrew S. Grove      Chairman of the Board       Feb.27, 1999
Andrew S. Grove                                     
                                                    
                                                    
/s/Craig R. Barrett     President and Chief         Feb.27, 1999
Craig R. Barrett        Executive Officer           
                        (Principal Executive        
                        Officer and Director)       
                                                    
/s/Andy D. Bryant       Senior Vice President,      Feb.27, 1999
Andy D. Bryant          Principal Accounting and    
                        Chief Financial Officer     
                        (Principal Financial        
                        Officer)                    
                                                    
/s/John Brown           Director                    Feb.27, 1999
John Browne                                         
                                                    
/s/Winston H. Chen      Director                    Feb.27, 1999
Winston H. Chen
/s/D. James Guzy        Director                    Feb.27, 1999
D. James Guzy                                       
                                                    
/s/David S. Pottruck    Director                    Feb.27, 1999
David S. Pottruck                                   
                                                    
/s/Arthur Rock          Director                    Feb.27, 1999
Arthur Rock                                         
                                                    
/s/Jane E. Shaw         Director                    Feb.27, 1999
Jane E. Shaw                                        
                                                    
/s/Leslie L. Vadasz     Director                    Feb.27, 1999
Leslie L. Vadasz                                    
                                                    
/s/David B. Yoffie      Director                    Feb.27, 1999
David B. Yoffie                                     
                                                    
/s/Charles E. Young     Director                    Feb.27, 1999
Charles E. Young
INDEX TO EXHIBITS
                                
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 Morrison & Foerster LLP.
           
23.1       Consent  of  Morrison  & Foerster  LLP  (contained  in
           Exhibit 5.1).
           
23.2       Consent of Ernst & Young LLP, Independent Auditors.
           
24.1       Power   of  Attorney  (contained  on  signature   page
           hereto).
           
*Incorporated by reference.
EXHIBIT 5.1
                                                                 
OPINION OF MORRISON & FOERSTER LLP

(MORRISON & FOERSTER LETTERHEAD)

March 29, 1999

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

Ladies and Gentlemen:

      We have examined the Registration Statement on Form S-8  to
be  filed  by  Intel  Corporation, a  Delaware  corporation  (the
"Company"), with the Securities and Exchange Commission on  March
29,   1999  (the  "Registration  Statement"),  relating  to   the
registration  under the Securities Act of 1933,  as  amended,  of
160,755 shares of the Company's Common Stock, $.001 par value per
share (the "Stock").  The Stock is reserved for issuance pursuant
to  options  granted or to be granted under the Shiva Corporation
Amended and Restated 1988 Stock Plan, the Shiva Corporation  1997
Stock  Incentive Plan, the Shiva Corporation 1997  Employee  Non-
Qualified Plan and the Shiva Corporation Airsoft 1993 Stock Plan,
each as assumed by Intel Corporation.  As counsel to the Company,
we  have  examined  the  proceedings  taken  by  the  Company  in
connection with the registration of the Stock.

      It  is our opinion that the Stock, when issued and sold  in
the  manner  described  in  the Registration  Statement  and  the
related  Prospectus,  will be legally and validly  issued,  fully
paid and nonassessable.

      We  consent to the use of this opinion as an exhibit to the
Registration  Statement and further consent to all references  to
us in the Registration Statement and any amendments thereto.

                                 Very truly yours,
                                 
                                 /s/MORRISON & FOERSTER LLP
                                 ------------------------------
                                 MORRISON & FOERSTER 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 Shiva Corporation  Amended
and  Restated 1988 Stock Plan, the Shiva Corporation  1997  Stock
Incentive Plan, the Shiva Corporation 1997 Employee Non-Qualified
Plan,  and  the  Shiva Corporation Airsoft  1993  Stock  Plan  as
assumed  by  Intel Corporation, of our report dated  January  11,
1999,  with respect to the consolidated financial statements  and
schedule of Intel Corporation included in and/or incorporated  by
reference  in  its Annual Report (Form 10-K) for the  year  ended
December  26,  1998,  filed  with  the  Securities  and  Exchange
Commission.

                                 Very truly yours,
                                 
                                 /s/ERNST & YOUNG LLP
                                 ------------------------------
                                 ERNST & YOUNG LLP
San Jose, California
March 24, 1999