As filed with the Securities and Exchange Commission on November
19, 1998

                                  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)

    INTEL CORPORATION SHELTERED EMPLOYEE RETIREMENT PLAN PLUS
                    (Full title of the Plans)

                      F. Thomas Dunlap, Jr.
                  Vice President and Secretary
                   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)
                                
                         ---------------
                 CALCULATION OF REGISTRATION FEE
                         ---------------
                            Proposed                      
                            maximum      Proposed         
                            offering     maximum          
  Title of    Amount to    price per    aggregate    Amount of
 securities       be        share or     offering   registration
   to be      registered   obligation     price         fee
 registered      (1)
-----------    --------     --------     --------     --------
Intel        $200,000,000     100%     $200,000,000   $55,600
Corporation
Sheltered
Employee
Retirement
Plan Plus
Obligations(1)

(1)  The  Intel  Corporation Sheltered Employee Retirement  Plan  Plus
Obligations are unsecured obligations of Intel Corporation to pay
deferred compensation in the future in accordance with the  terms
of the Intel Corporation Sheltered Employee Retirement Plan Plus.

<PAGE>
                          INTRODUCTION
                                
This  Registration  Statement on  Form  S-8  is  filed  by  Intel
Corporation,  a  Delaware  corporation  (the  "Company"  or   the
"Registrant"), relating to $200,000,000 of unsecured  obligations
of  the  Company to pay deferred compensation in the future  (the
"Obligations")  in  accordance with the terms  of  the  Company's
Sheltered  Employee Retirement Plan Plus (the  "SERPLUS")  to  be
registered  hereby,  which obligations are  in  addition  to  the
$245,000,000 of obligations registered on the Company's Form  S-8
filed  on  October 18, 1995 (Commission File No.  33-63489)  (the
"Prior  Registration Statement").  Pursuant to Instruction  E  of
Form  S-8,  the contents of the Prior Registration Statement,  to
the extent relating to the registration of Obligations and except
as  otherwise  set  forth  in  this Registration  Statement,  are
incorporated by reference herein.

Item 8.    Exhibits.
           
Exhibit    Description
No.        

4.1        Intel  Corporation Sheltered Employee Retirement  Plan
           Plus,  as amended and restated, effective November  1,
           1995  (incorporated by reference  to  Exhibit  4.1  of
           Registrant's  Registration Statement on  Form  S-8  as
           filed on October 18, 1995).
           
4.1.1      Intel  Corporation Sheltered Employee Retirement  Plan
           Plus, as amended and restated, effective July 15, 1996
           (incorporated  by  reference  to  Exhibit   4.1.1   of
           Registrant's  Post-Effective  Amendment   No.   1   to
           Registration  Statement on Form S-8 as filed  on  July
           17, 1996).
           
4.1.2      First  Amendment, dated September 30, 1998,  to  Intel
           Corporation Sheltered Employee Retirement  Plan  Plus,
           as amended and restated, effective July 15, 1996.
           
4.2        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).
           
4.3        Intel  Corporation Bylaws as amended (incorporated  by
           reference to Exhibit 3.1 of Registrant's Form 10-Q for
           the quarter ended June 27, 1998 as filed on August 10,
           1998).
           
4.4        Agreement  to Provide Instruments Defining the  Rights
           of  Security  Holders (incorporated  by  reference  to
           Exhibit  4.1  of Registrant's Form 10-K  as  filed  on
           March 28, 1986).
           
5.1        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>     
           
                           SIGNATURES
                                
Pursuant  to the requirements of the Securities Act of 1933,  the
Registrant  certifies that it has reasonable grounds  to  believe
that it meets all of the requirements for filing on Form S-8  and
has  duly caused this Registration Statement to be signed on  its
behalf by the undersigned, thereunto duly authorized, in the City
of  Santa Clara, State of California, on the 30th day of October,
1998.

                                 INTEL CORPORATION
                                 
                                 
                            By:  /s/F. Thomas Dunlap, Jr.
                                 F. Thomas Dunlap, Jr.
                                 Vice President and Secretary
                                 
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   Oct. 30, 1998
/s/Gordon E. Moore      Director
Gordon E. Moore                                     
                                                    
/s/Andrew S. Grove      Chairman of the Board       Oct. 30, 1998
Andrew S. Grove                                     
                                                    
                                                    
                        President    and    Chief   Oct. 30, 1998
/s/Craig R. Barrett     Executive
Craig R. Barrett        Officer                     
                                                    
                                                    
/s/Andy D. Bryant       Vice President, Principal   Oct. 30, 1998
Andy D. Bryant          Accounting and Chief        
                        Financial Officer           
                                                    
/s/John Browne          Director                    Oct. 30, 1998
John Browne                                         
                                                    
/s/Winston H. Chen      Director                    Oct. 30, 1998
Winston H. Chen                                     
                                                    
/s/D. James Guzy        Director                    Oct. 30, 1998
D. James Guzy                                       
                                                    
/s/Arthur Rock          Director                    Oct. 30, 1998
Arthur Rock                                         
                                                    
                                                    
<PAGE>                                              
                                                    
/s/Jane E. Shaw         Director                    Oct. 30, 1998
Jane E. Shaw                                        
                                                    
                        Director                    Oct. __, 1998
Leslie L. Vadasz                                    
                                                    
/s/David B. Yoffie      Director                    Oct. 30, 1998
David B. Yoffie                                     
                                                    
/s/Charles E. Young     Director                    Oct. 30, 1998
Charles E. Young                                    
                                                    
                                                    
                                                    
The  401k  Savings  Plan.  Pursuant to the  requirements  of  the
Securities Act of 1933, the Intel Corporation 401(k) Savings Plan
has  duly caused this Registration Statement to be signed on  its
behalf by the undersigned, thereunto duly authorized, in the City
of  Santa Clara, State of California, on the 30th day of October,
1998.

                                 INTEL CORPORATION
                                 
                                 
                            By:  /s/Arvind Sodhani
                          Name:  Arvind Sodhani
                         Title:  Vice President and Treasurer
                                 Intel Corporation
                                 
<PAGE>

                        INDEX TO EXHIBITS
                                
Exhibit    Description
No.        

4.1.2      First  Amendment, dated September 30, 1998,  to  Intel
           Corporation Sheltered Employee Retirement  Plan  Plus,
           as amended and restated, effective July 15, 1996.
           
5.1        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>

                                                    EXHIBIT 4.1.2
                                                                 
                         FIRST AMENDMENT
                    TO THE INTEL CORPORATION
             SHELTERED EMPLOYEE RETIREMENT PLAN PLUS
             (As Amended and Restated July 15, 1996)

1.   Section 2(b) is amended and restated to read as follows:
     
(b)   Commencement of Participation - Earnings Deferrals.  In the
case  of  Earnings Deferrals, an Eligible Employee  may  commence
participation in the Plan effective as of the first  day  of  the
Plan Year following the Employee's date of hire, provided that he
or  she  has  given  any required notices and made  any  required
elections in the time and manner prescribed by the Company.

2.    The  foregoing  amendments shall take  effect  for  persons
determined  to  be  Eligible Employees with  respect  to  amounts
earned after December 31, 1998.

<PAGE>

                                                      EXHIBIT 5.1
                                                                 
OPINION OF GIBSON, DUNN & CRUTCHER LLP

Intel Corporation
2200 Mission College Boulevard
Santa Clara, California 95052-8119

Re:   Registration  Statement on Form S-8 with respect  to  Intel
Corporation's Sheltered Employee Retirement Plan Plus

Ladies and Gentlemen:

We  have  examined the Registration Statement on  Form  S-8  (the
"Registration  Statement") to be filed by  Intel  Corporation,  a
Delaware  corporation (the "Company"), with  the  Securities  and
Exchange Commission in connection with the registration under the
Securities  Act of 1933, as amended, of $200,000,000  of  general
unsecured obligations (the "Obligations") of the Company  to  pay
deferred  compensation  in  the future  in  accordance  with  the
Company's Sheltered Employee Retirement Plan Plus ("SERPLUS").

As  your  counsel, we have examined the Company's Certificate  of
Incorporation  and  Bylaws, each as  amended  to  date,  and  the
records  of certain corporate proceedings and actions  taken  and
proposed  to be taken by the Company in connection with the  sale
and issuance of the Obligations under the SERPLUS.

Based upon the foregoing, and in reliance thereon, we are of  the
opinion  that  the Obligations being offered under SERPLUS,  when
accrued  in  accordance with the provisions of SERPLUS,  will  be
valid  and  binding  obligations of the Company,  enforceable  in
accordance with their terms, except as enforcement thereof may be
limited  by  bankruptcy,  insolvency or  other  laws  of  general
applicability relating to or affecting enforcement of  creditors'
rights or by general principles of equity.

We  hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.

                                 Very truly yours,
                                 
                                 /s/GIBSON, DUNN & CRUTCHER
                                 GIBSON, DUNN & CRUTCHER
                                 


ROM/KRL

<PAGE>

                                                     EXHIBIT 23.2
                                                                 
CONSENT OF ERNST & YOUNG LLP

We  consent to the incorporation by reference in the Registration
Statement   (Form  S-8)  pertaining  to  the  Intel   Corporation
Sheltered  Employee  Retirement Plan Plus, of  our  report  dated
January  12,  1998,  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 27, 1997, filed with the Securities  and
Exchange Commission.

                                 /s/ERNST & YOUNG LLP
                                 ERNST & YOUNG LLP


San Jose, California
November 16, 1998
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14351}]
{"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": "333-67537", "film-number": "98755181"}, "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 November
19, 1998

                                  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)

    INTEL CORPORATION SHELTERED EMPLOYEE RETIREMENT PLAN PLUS
                    (Full title of the Plans)

                      F. Thomas Dunlap, Jr.
                  Vice President and Secretary
                   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)
                                
                         ---------------
                 CALCULATION OF REGISTRATION FEE
                         ---------------
                            Proposed                      
                            maximum      Proposed         
                            offering     maximum          
  Title of    Amount to    price per    aggregate    Amount of
 securities       be        share or     offering   registration
   to be      registered   obligation     price         fee
 registered      (1)
-----------    --------     --------     --------     --------
Intel        $200,000,000     100%     $200,000,000   $55,600
Corporation
Sheltered
Employee
Retirement
Plan Plus
Obligations(1)

(1)  The  Intel  Corporation Sheltered Employee Retirement  Plan  Plus
Obligations are unsecured obligations of Intel Corporation to pay
deferred compensation in the future in accordance with the  terms
of the Intel Corporation Sheltered Employee Retirement Plan Plus.
INTRODUCTION
                                
This  Registration  Statement on  Form  S-8  is  filed  by  Intel
Corporation,  a  Delaware  corporation  (the  "Company"  or   the
"Registrant"), relating to $200,000,000 of unsecured  obligations
of  the  Company to pay deferred compensation in the future  (the
"Obligations")  in  accordance with the terms  of  the  Company's
Sheltered  Employee Retirement Plan Plus (the  "SERPLUS")  to  be
registered  hereby,  which obligations are  in  addition  to  the
$245,000,000 of obligations registered on the Company's Form  S-8
filed  on  October 18, 1995 (Commission File No.  33-63489)  (the
"Prior  Registration Statement").  Pursuant to Instruction  E  of
Form  S-8,  the contents of the Prior Registration Statement,  to
the extent relating to the registration of Obligations and except
as  otherwise  set  forth  in  this Registration  Statement,  are
incorporated by reference herein.

Item 8.    Exhibits.
           
Exhibit    Description
No.        

4.1        Intel  Corporation Sheltered Employee Retirement  Plan
           Plus,  as amended and restated, effective November  1,
           1995  (incorporated by reference  to  Exhibit  4.1  of
           Registrant's  Registration Statement on  Form  S-8  as
           filed on October 18, 1995).
           
4.1.1      Intel  Corporation Sheltered Employee Retirement  Plan
           Plus, as amended and restated, effective July 15, 1996
           (incorporated  by  reference  to  Exhibit   4.1.1   of
           Registrant's  Post-Effective  Amendment   No.   1   to
           Registration  Statement on Form S-8 as filed  on  July
           17, 1996).
           
4.1.2      First  Amendment, dated September 30, 1998,  to  Intel
           Corporation Sheltered Employee Retirement  Plan  Plus,
           as amended and restated, effective July 15, 1996.
           
4.2        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).
           
4.3        Intel  Corporation Bylaws as amended (incorporated  by
           reference to Exhibit 3.1 of Registrant's Form 10-Q for
           the quarter ended June 27, 1998 as filed on August 10,
           1998).
           
4.4        Agreement  to Provide Instruments Defining the  Rights
           of  Security  Holders (incorporated  by  reference  to
           Exhibit  4.1  of Registrant's Form 10-K  as  filed  on
           March 28, 1986).
           
5.1        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.
SIGNATURES
                                
Pursuant  to the requirements of the Securities Act of 1933,  the
Registrant  certifies that it has reasonable grounds  to  believe
that it meets all of the requirements for filing on Form S-8  and
has  duly caused this Registration Statement to be signed on  its
behalf by the undersigned, thereunto duly authorized, in the City
of  Santa Clara, State of California, on the 30th day of October,
1998.

                                 INTEL CORPORATION
                                 
                                 
                            By:  /s/F. Thomas Dunlap, Jr.
                                 F. Thomas Dunlap, Jr.
                                 Vice President and Secretary
                                 
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   Oct. 30, 1998
/s/Gordon E. Moore      Director
Gordon E. Moore                                     
                                                    
/s/Andrew S. Grove      Chairman of the Board       Oct. 30, 1998
Andrew S. Grove                                     
                                                    
                                                    
                        President    and    Chief   Oct. 30, 1998
/s/Craig R. Barrett     Executive
Craig R. Barrett        Officer                     
                                                    
                                                    
/s/Andy D. Bryant       Vice President, Principal   Oct. 30, 1998
Andy D. Bryant          Accounting and Chief        
                        Financial Officer           
                                                    
/s/John Browne          Director                    Oct. 30, 1998
John Browne                                         
                                                    
/s/Winston H. Chen      Director                    Oct. 30, 1998
Winston H. Chen                                     
                                                    
/s/D. James Guzy        Director                    Oct. 30, 1998
D. James Guzy                                       
                                                    
/s/Arthur Rock          Director                    Oct. 30, 1998
Arthur Rock
/s/Jane E. Shaw         Director                    Oct. 30, 1998
Jane E. Shaw                                        
                                                    
                        Director                    Oct. __, 1998
Leslie L. Vadasz                                    
                                                    
/s/David B. Yoffie      Director                    Oct. 30, 1998
David B. Yoffie                                     
                                                    
/s/Charles E. Young     Director                    Oct. 30, 1998
Charles E. Young                                    
                                                    
                                                    
                                                    
The  401k  Savings  Plan.  Pursuant to the  requirements  of  the
Securities Act of 1933, the Intel Corporation 401(k) Savings Plan
has  duly caused this Registration Statement to be signed on  its
behalf by the undersigned, thereunto duly authorized, in the City
of  Santa Clara, State of California, on the 30th day of October,
1998.

                                 INTEL CORPORATION
                                 
                                 
                            By:  /s/Arvind Sodhani
                          Name:  Arvind Sodhani
                         Title:  Vice President and Treasurer
                                 Intel Corporation
INDEX TO EXHIBITS
                                
Exhibit    Description
No.        

4.1.2      First  Amendment, dated September 30, 1998,  to  Intel
           Corporation Sheltered Employee Retirement  Plan  Plus,
           as amended and restated, effective July 15, 1996.
           
5.1        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.
EXHIBIT 4.1.2
                                                                 
                         FIRST AMENDMENT
                    TO THE INTEL CORPORATION
             SHELTERED EMPLOYEE RETIREMENT PLAN PLUS
             (As Amended and Restated July 15, 1996)

1.   Section 2(b) is amended and restated to read as follows:
     
(b)   Commencement of Participation - Earnings Deferrals.  In the
case  of  Earnings Deferrals, an Eligible Employee  may  commence
participation in the Plan effective as of the first  day  of  the
Plan Year following the Employee's date of hire, provided that he
or  she  has  given  any required notices and made  any  required
elections in the time and manner prescribed by the Company.

2.    The  foregoing  amendments shall take  effect  for  persons
determined  to  be  Eligible Employees with  respect  to  amounts
earned after December 31, 1998.
EXHIBIT 5.1
                                                                 
OPINION OF GIBSON, DUNN & CRUTCHER LLP

Intel Corporation
2200 Mission College Boulevard
Santa Clara, California 95052-8119

Re:   Registration  Statement on Form S-8 with respect  to  Intel
Corporation's Sheltered Employee Retirement Plan Plus

Ladies and Gentlemen:

We  have  examined the Registration Statement on  Form  S-8  (the
"Registration  Statement") to be filed by  Intel  Corporation,  a
Delaware  corporation (the "Company"), with  the  Securities  and
Exchange Commission in connection with the registration under the
Securities  Act of 1933, as amended, of $200,000,000  of  general
unsecured obligations (the "Obligations") of the Company  to  pay
deferred  compensation  in  the future  in  accordance  with  the
Company's Sheltered Employee Retirement Plan Plus ("SERPLUS").

As  your  counsel, we have examined the Company's Certificate  of
Incorporation  and  Bylaws, each as  amended  to  date,  and  the
records  of certain corporate proceedings and actions  taken  and
proposed  to be taken by the Company in connection with the  sale
and issuance of the Obligations under the SERPLUS.

Based upon the foregoing, and in reliance thereon, we are of  the
opinion  that  the Obligations being offered under SERPLUS,  when
accrued  in  accordance with the provisions of SERPLUS,  will  be
valid  and  binding  obligations of the Company,  enforceable  in
accordance with their terms, except as enforcement thereof may be
limited  by  bankruptcy,  insolvency or  other  laws  of  general
applicability relating to or affecting enforcement of  creditors'
rights or by general principles of equity.

We  hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.

                                 Very truly yours,
                                 
                                 /s/GIBSON, DUNN & CRUTCHER
                                 GIBSON, DUNN & CRUTCHER
                                 

ROM/KRL
EXHIBIT 23.2
                                                                 
CONSENT OF ERNST & YOUNG LLP

We  consent to the incorporation by reference in the Registration
Statement   (Form  S-8)  pertaining  to  the  Intel   Corporation
Sheltered  Employee  Retirement Plan Plus, of  our  report  dated
January  12,  1998,  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 27, 1997, filed with the Securities  and
Exchange Commission.

                                 /s/ERNST & YOUNG LLP
                                 ERNST & YOUNG LLP

San Jose, California
November 16, 1998