As  filed with the Securities and Exchange Commission on October
1, 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)

   NetBoost Corporation 1997 Stock Option/Stock Issuance Plan
              NetBoost Corporation 1997 Stock Plan
   NetBoost Corporation Common Stock Purchase Agreements, and
NetBoost Corporation Special Performance Stock Option Agreements
                 as assumed by Intel Corporation
                    (Full title of the Plans)

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

                         (408) 765-8080
  (Telephone number, including area code, of agent for service)

                           Copies to:
                     RONALD O. MUELLER, ESQ.
                   Gibson, Dunn & Crutcher LLP
             1050 Connecticut Avenue, NW, Suite 900
                      Washington, DC 20036
                         (202) 955-8500
 --------------------------------------------------------------
                 CALCULATION OF REGISTRATION FEE
 --------------------------------------------------------------
                            Proposed     Proposed
               Amount to    Maximum       Maximum      Amount of
  Title of         be       Offering     Aggregate     Registra-
Securities to  Registered  Price Per  Offering Price     tion
be Registered     (1)      Share (2)        (2)         Fee(3)
-----------    ----------  ----------   ----------    ----------
Common Stock,   629,912      $76.75     $48,345,746   $13,440.12
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 September 28,  1999  which  was
     $76.75.

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

<PAGE>
                          INTRODUCTION

This  Registration  Statement on  Form  S-8  is  filed  by  Intel
Corporation, a Delaware corporation (the "Company," "Corporation"
or "Registrant"), relating to 629,912 shares of its common stock,
par  value  $0.001  per share (the "Common Stock"),  issuable  to
eligible  employees of the Company under the NetBoost Corporation
1997  Stock  Option/Stock Issuance Plan, the NetBoost Corporation
1997  Stock Plan, the Netboost Corporation Common Stock  Purchase
Agreements,  and  the  NetBoost Corporation  Special  Performance
Stock  Option  Agreements as assumed by  Intel  Corporation  (the
"Plans").

                             PART I

        INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

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

Item   2.    Registrant  Information  and  Employee  Plan  Annual
Information.

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

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

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

     (i)  The Company's Annual Report on Form 10-K for the fiscal
     year ended December 26, 1998;

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

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

     (iv)  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

     (v)  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.

<PAGE>

     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,

<PAGE>

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.

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

     The following exhibits are filed herewith:

Exhibit    Description
No.

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

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

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

5.1        Legal Opinion of Gibson, Dunn & Crutcher LLP.

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

23.2       Consent of Ernst & Young LLP, Independent Auditors.

<PAGE>

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

<PAGE>

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 15th  day  of
September, 1999.

                                 INTEL CORPORATION


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



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

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

Signature               Title                       Date

------------------      Chairman Emeritus and
Gordon E. Moore         Director


/s/Andrew S. Grove      Chairman of the Board       Sept.15,1999
-------------------
Andrew S. Grove


/s/Craig R. Barrett     President and Chief         Sept.15,1999
-------------------     Executive Officer
Craig R. Barrett        (Principal Executive
                        Officer and Director)


/s/Andy D. Bryant       Senior Vice President,      Sept.15,1999
-------------------     Principal Accounting and
Andy D. Bryant          Chief Financial Officer
                        (Principal Financial and
                        Accounting Officer)


/s/John Browne          Director                    Sept.15,1999
-------------------
John Browne


/s/Winston H. Chen      Director                    Sept.15,1999
-------------------
Winston H. Chen


/s/D. James Guzy        Director                    Sept.15,1999
-------------------
D. James Guzy

<PAGE>

-------------------     Director
David S. Pottruck


/s/Jane E. Shaw         Director                    Sept.15,1999
-------------------
Jane E. Shaw


/s/Leslie L. Vadasz     Director                    Sept.15,1999
-------------------
Leslie L. Vadasz


/s/David B. Yoffie      Director                    Sept.15,1999
-------------------
David B. Yoffie


/s/Charles E. Young     Director                    Sept.15,1999
-------------------
Charles E. Young

<PAGE>

                        INDEX TO EXHIBITS

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

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

23.2           Consent   of   Ernst  &  Young  LLP,  Independent
               Auditors.

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

                                                      Exhibit 5.1

           [Letterhead of Gibson, Dunn & Crutcher LLP]

                         October 1,1999

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 629,912 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 NetBoost Corporation 1997 Stock  Option/Stock
Issuance Plan, NetBoost Corporation 1997 Stock Plan, the NetBoost
Corporation  Common  Stock  Purchase  Agreements,  and   NetBoost
Corporation  Special  Performance  Stock  Option  Agreements   as
assumed by Intel Corporation (the "Plans") assumed by the Company
pursuant to the terms of the Agreement and Plan of Merger,  dated
as  of  August  31,  1999,  as amended, among  the  Company,  KTW
Acquisition  Corporation, a Delaware corporation and wholly-owned
subsidiary  of the Company, and NetBoost Corporation, a  Delaware
corporation.

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

      Based  on our examination mentioned above, subject  to  the
assumptions  stated above and relying on the statements  of  fact
contained in the documents that we have examined, we are  of  the
opinion  that (i) the issuance by the Company of the  Shares  has
been duly authorized and (ii) when issued in accordance with  the
terms  of the Plans, the Shares will be duly and validly  issued,
fully paid and non-assessable 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 NetBoost Corporation  1997
Stock  Option/Stock Issuance Plan, the NetBoost Corporation  1997
Stock  Plan,  the  NetBoost  Corporation  Common  Stock  Purchase
Agreements,  and  the  NetBoost Corporation  Special  Performance
Stock  Option Agreements as assumed by Intel Corporation, of  our
report  dated  January 11, 1999, with respect to the consolidated
financial  statements and schedule of Intel Corporation  included
in and/or incorporated by reference in its Annual Report (Form 10-
K)  for  the  year  ended  December  26,  1998,  filed  with  the
Securities and Exchange Commission.

                                             /s/ERNST & YOUNG LLP

San Jose, California
September 29, 1999
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 27346}]
{"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": "333-88251", "film-number": "99721595"}, "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 October
1, 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)

   NetBoost Corporation 1997 Stock Option/Stock Issuance Plan
              NetBoost Corporation 1997 Stock Plan
   NetBoost Corporation Common Stock Purchase Agreements, and
NetBoost Corporation Special Performance Stock Option Agreements
                 as assumed by Intel Corporation
                    (Full title of the Plans)

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

                         (408) 765-8080
  (Telephone number, including area code, of agent for service)

                           Copies to:
                     RONALD O. MUELLER, ESQ.
                   Gibson, Dunn & Crutcher LLP
             1050 Connecticut Avenue, NW, Suite 900
                      Washington, DC 20036
                         (202) 955-8500
 --------------------------------------------------------------
                 CALCULATION OF REGISTRATION FEE
 --------------------------------------------------------------
                            Proposed     Proposed
               Amount to    Maximum       Maximum      Amount of
  Title of         be       Offering     Aggregate     Registra-
Securities to  Registered  Price Per  Offering Price     tion
be Registered     (1)      Share (2)        (2)         Fee(3)
-----------    ----------  ----------   ----------    ----------
Common Stock,   629,912      $76.75     $48,345,746   $13,440.12
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 September 28,  1999  which  was
     $76.75.

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

This  Registration  Statement on  Form  S-8  is  filed  by  Intel
Corporation, a Delaware corporation (the "Company," "Corporation"
or "Registrant"), relating to 629,912 shares of its common stock,
par  value  $0.001  per share (the "Common Stock"),  issuable  to
eligible  employees of the Company under the NetBoost Corporation
1997  Stock  Option/Stock Issuance Plan, the NetBoost Corporation
1997  Stock Plan, the Netboost Corporation Common Stock  Purchase
Agreements,  and  the  NetBoost Corporation  Special  Performance
Stock  Option  Agreements as assumed by  Intel  Corporation  (the
"Plans").

                             PART I

        INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

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

Item   2.    Registrant  Information  and  Employee  Plan  Annual
Information.

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

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

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

     (i)  The Company's Annual Report on Form 10-K for the fiscal
     year ended December 26, 1998;

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

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

     (iv)  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

     (v)  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.

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

     The following exhibits are filed herewith:

Exhibit    Description
No.

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

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

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

5.1        Legal Opinion of Gibson, Dunn & Crutcher LLP.

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

23.2       Consent of Ernst & Young LLP, Independent Auditors.
24.1       Power   of  Attorney  (contained  on  signature   page
           hereto).

*Incorporated by reference.

Item 9.   Undertakings.

(1)  The undersigned Registrant hereby undertakes:

     (a)  To file, during any period in which offers or sales are
     being  made, a post-effective amendment to this registration
     statement:

          (i)   To  include  any prospectus required  by  section
          10(a)(3) of the Securities Act;

          (ii)  To reflect in the prospectus any facts or  events
          arising  after  the effective date of the  registration
          statement  (or the most recent post-effective amendment
          thereof)  which,  individually  or  in  the  aggregate,
          represent  a fundamental change in the information  set
          forth  in  the registration statement.  Notwithstanding
          the  foregoing, any increase or decrease in  volume  of
          securities  offered  (if  the  total  dollar  value  of
          securities  offered  would not exceed  that  which  was
          registered) and any deviation from the low or high  and
          of   the  estimated  maximum  offering  range  may   be
          reflected  in  the form of prospectus  filed  with  the
          Commission   pursuant  to  Rule  424(b)  if,   in   the
          aggregate, the changes in volume and price represent no
          more  than a 20 percent change in the maximum aggregate
          offering  price  set  forth  in  the  "Calculation   of
          Registration  Fee" table in the effective  registration
          statement;

          (iii)To  include any material information with  respect
          to the plan of distribution not previously disclosed in
          the  registration statement or any material  change  to
          such information in the registration statement;

provided,  however, that paragraphs (1)(a)(i) and  (1)(a)(ii)  do
not  apply if the information required to be included in a  post-
effective amendment by those paragraphs is contained in  periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d)  of the Exchange Act that are incorporated by reference  in
this registration statement.

     (b)   That,  for  the purpose of determining  any  liability
     under the Securities Act, each such post-effective amendment
     shall  be deemed to be a new registration statement relating
     to  the securities offered therein, and the offering of such
     securities  at that time shall be deemed to be  the  initial
     bona fide offering thereof.

     (c)   To  remove  from  registration by  means  of  a  post-
     effective  amendment any of the securities being  registered
     which remain unsold at the termination of the offering.

(2)   The  undersigned  Registrant hereby  undertakes  that,  for
purposes  of determining any liability under the Securities  Act,
each filing of the Registrant's annual report pursuant to Section
13(a)  or  Section 15(d) of the Exchange Act that is incorporated
by  reference in the Registration Statement shall be deemed to be
a  new  registration statement relating to the securities offered
therein,  and the offering of such securities at that time  shall
be deemed to be the initial bona fide offering thereof.

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

      Pursuant to the requirements of the Securities Act of 1933,
the  Company certifies that it has reasonable grounds to  believe
that it meets all the requirements for filing on Form S-8 and has
duly  caused  this  Registration Statement to be  signed  on  its
behalf  by  the undersigned, there-unto duly authorized,  in  the
City  of  Santa Clara, State of California, on this 15th  day  of
September, 1999.

                                 INTEL CORPORATION

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

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

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

Signature               Title                       Date

------------------      Chairman Emeritus and
Gordon E. Moore         Director

/s/Andrew S. Grove      Chairman of the Board       Sept.15,1999
-------------------
Andrew S. Grove

/s/Craig R. Barrett     President and Chief         Sept.15,1999
-------------------     Executive Officer
Craig R. Barrett        (Principal Executive
                        Officer and Director)

/s/Andy D. Bryant       Senior Vice President,      Sept.15,1999
-------------------     Principal Accounting and
Andy D. Bryant          Chief Financial Officer
                        (Principal Financial and
                        Accounting Officer)

/s/John Browne          Director                    Sept.15,1999
-------------------
John Browne

/s/Winston H. Chen      Director                    Sept.15,1999
-------------------
Winston H. Chen

/s/D. James Guzy        Director                    Sept.15,1999
-------------------
D. James Guzy
-------------------     Director
David S. Pottruck

/s/Jane E. Shaw         Director                    Sept.15,1999
-------------------
Jane E. Shaw

/s/Leslie L. Vadasz     Director                    Sept.15,1999
-------------------
Leslie L. Vadasz

/s/David B. Yoffie      Director                    Sept.15,1999
-------------------
David B. Yoffie

/s/Charles E. Young     Director                    Sept.15,1999
-------------------
Charles E. Young
INDEX TO EXHIBITS

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

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

23.2           Consent   of   Ernst  &  Young  LLP,  Independent
               Auditors.

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

           [Letterhead of Gibson, Dunn & Crutcher LLP]

                         October 1,1999

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 629,912 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 NetBoost Corporation 1997 Stock  Option/Stock
Issuance Plan, NetBoost Corporation 1997 Stock Plan, the NetBoost
Corporation  Common  Stock  Purchase  Agreements,  and   NetBoost
Corporation  Special  Performance  Stock  Option  Agreements   as
assumed by Intel Corporation (the "Plans") assumed by the Company
pursuant to the terms of the Agreement and Plan of Merger,  dated
as  of  August  31,  1999,  as amended, among  the  Company,  KTW
Acquisition  Corporation, a Delaware corporation and wholly-owned
subsidiary  of the Company, and NetBoost Corporation, a  Delaware
corporation.

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

      Based  on our examination mentioned above, subject  to  the
assumptions  stated above and relying on the statements  of  fact
contained in the documents that we have examined, we are  of  the
opinion  that (i) the issuance by the Company of the  Shares  has
been duly authorized and (ii) when issued in accordance with  the
terms  of the Plans, the Shares will be duly and validly  issued,
fully paid and non-assessable 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 NetBoost Corporation  1997
Stock  Option/Stock Issuance Plan, the NetBoost Corporation  1997
Stock  Plan,  the  NetBoost  Corporation  Common  Stock  Purchase
Agreements,  and  the  NetBoost Corporation  Special  Performance
Stock  Option Agreements as assumed by Intel Corporation, of  our
report  dated  January 11, 1999, with respect to the consolidated
financial  statements and schedule of Intel Corporation  included
in and/or incorporated by reference in its Annual Report (Form 10-
K)  for  the  year  ended  December  26,  1998,  filed  with  the
Securities and Exchange Commission.

                                             /s/ERNST & YOUNG LLP

San Jose, California
September 29, 1999