As filed with the Securities and Exchange Commission on July 28,
2000
                             Registration No. 333-______________

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

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                   -------------------------
                            FORM S-8
                     REGISTRATION STATEMENT
                UNDER THE SECURITIES ACT OF 1933

                       INTEL CORPORATION
     (Exact name of registrant as specified in its charter)

           Delaware                             94-1672743
(State or Other Jurisdiction of              (I.R.S. Employer
Incorporation or Organization)            Identification Number)

                   2200 Mission College Blvd.
               Santa Clara, California 95052-8119
      (Address of Principal Executive Offices) (Zip Code)

  Basis Communications Corporation 1999 Equity Incentive Plan
                as assumed by Intel Corporation
                    (Full title of the Plan)

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

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

                           Copies to:
                     KENNETH R. LAMB, ESQ.
                  Gibson, Dunn & Crutcher LLP
                     One Montgomery Street
                    San Francisco, CA 94104
                         (415) 393-8200

  ============================================================
                CALCULATION OF REGISTRATION FEE
  ============================================================
                         Proposed     Proposed
 Title of   Amount to    maximum       maximum
securities      be       offering     aggregate      Amount of
  to be     registered  price per     offering     registration
registered     (1)      share (2)     price (2)       fee (3)
----------  ----------  ----------   ----------     ----------
Common        7,500     $139.8125    $1,048,594        $277
Stock par
value
$0.001 per
share
===============================================================
1.   Pursuant  to Rule 416(a), also covers additional securities
     that  may  be  offered as a result of stock  splits,  stock
     dividends or similar transactions.

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

3.   Calculated  pursuant to Rule 457(c) based upon the  average
     of  the  high  and low prices of the Common  Stock  on  the
     Nasdaq   National  Market  on  July  24,  2000  which   was
     $139.8125.
===============================================================
<PAGE>
                        EXPLANATORY NOTE

      This  Registration Statement on Form S-8 is filed by  Intel
Corporation, a Delaware corporation (the "Company," "Corporation"
or  "Registrant"), relating to 7500 shares of its  common  stock,
par  value  $0.001  per share (the "Common Stock"),  issuable  to
eligible  employees of the Company under the Basis Communications
Corporation  1999  Equity  Incentive Plan  as  assumed  by  Intel
Corporation   (the  "Plan").   This  Registration  Statement   is
submitted   in   accordance  with  Section  E  of   the   General
Instructions  to  Form S-8 regarding Registration  of  Additional
Securities.

     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  Registration Statement on  Form  S-8,  file
number 333-39422, filed with the Commission on June 16, 2000;

(ii)  The  Company's Current Report on Form 8-K  filed  with  the
Commission on June 22, 2000; and

(iii)The  Company's  Current Report on Form 8-K  filed  with  the
Commission on July 20, 2000.

<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 25th day  of
July, 2000.

                              INTEL CORPORATION


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

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

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

Signature               Title                       Date

/S/Gordon E. Moore      Chairman Emeritus and       July 25, 2000
Gordon E. Moore         Director

/s/Andrew S. Grove      Chairman of the Board       July 25, 2000
Andrew S. Grove         (principal executive
                        officer)

                        President and Chief
Craig R. Barrett        Executive Officer


/s/Andy D. Bryant       Senior Vice President,      July 25, 2000
Andy D. Bryant          Principal Accounting and
                        Chief Financial Officer
                        and  Enterprise  Services
                        Officer

/s/John Browne          Director                    July 25, 2000
John Browne

/s/Winston H. Chen      Director                    July 25, 2000
Winston H. Chen

/s/D. James Guzy        Director                    July 25, 2000
D. James Guzy


<PAGE>

/s/David S. Pottruck    Director                    July 25, 2000
David S. Pottruck

/s/Jane E. Shaw         Director                    July 25, 2000
Jane E. Shaw

                        Director
Leslie L. Vadasz

/s/David B. Yoffie      Director                    July 25, 2000
David B. Yoffie

                        Director
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]

                          July 28, 2000

Intel Corporation
2200 Mission College Boulevard
Santa Clara, California  95052

     Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

      We  have  acted as counsel to Intel Corporation, a Delaware
corporation  (the "Company"), in connection with the  preparation
of  a  Registration Statement on Form S-8 to be  filed  with  the
Securities and Exchange Commission (the "Registration Statement")
with  respect  to  the registration under the Securities  Act  of
1933, as amended, of 7500 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  Basis Communications Corporation 1999 Equity Incentive  Plan
as  assumed  by  Intel Corporation (the "Plan")  assumed  by  the
Company  pursuant  to  the terms of the  Agreement  and  Plan  of
Merger,  dated  as  of March 20, 2000, among the  Company,  Basis
Communications   Corporation,  a  California   corporation,   SWT
Acquisition  Corporation,  a Delaware corporation  and  a  wholly
owned subsidiary of the Company, and for the limited purposes set
forth therein, Michael David Shealy.

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

      Based  on our examination mentioned above, subject  to  the
assumptions  stated above and relying on the statements  of  fact
contained in the documents that we have examined, we are  of  the
opinion  that (i) the issuance by the Company of the  Shares  has
been duly authorized and (ii) when issued in accordance with  the
terms  of  the Plan, the Shares will be duly and validly  issued,
fully paid and non-assessable shares of Common Stock.

      We are admitted to practice in the State of California, and
are  not admitted to practice in the State of Delaware.  However,
for  the limited purposes of our opinion set forth above, we  are
generally familiar with the General Corporation Law of the  State
of  Delaware  (the "DGCL") as presently in effect and  have  made
such  inquiries as we consider necessary to render  this  opinion
with  respect to a Delaware corporation.  This opinion letter  is
limited  to  the  laws  of the State of California  and,  to  the
limited  extent set forth above, the DGCL, as such laws presently
exist  and  to the facts as they presently exist.  We express  no
opinion  with respect to the effect or applicability of the  laws
of  any other jurisdiction.  We assume no obligation to revise or
supplement   this  opinion  letter  should  the  laws   of   such
jurisdictions  be  changed after the date hereof  by  legislative
action, judicial decision or otherwise.

<PAGE>

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

                              Very truly yours,

                              /s/GIBSON, DUNN & CRUTCHER LLP

<PAGE>

                                                     EXHIBIT 23.2

       CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We  consent to the incorporation by reference in the Registration
Statement  (Form  S-8)  pertaining to  the  Basis  Communications
Corporation  1999  Equity Incentive Plan,  as  assumed  by  Intel
Corporation,  of our report dated January 11, 2000, with  respect
to  the  consolidated financial statements and schedule of  Intel
Corporation included in and/or incorporated by reference  in  its
Annual  Report (Form 10-K) for the year ended December 25,  1999,
filed with the Securities and Exchange Commission.

                                             /s/Ernst & Young LLP

San Jose, California
July 26, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 12417}]
{"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": "333-42408", "film-number": "680443"}, "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 July 28,
2000
                             Registration No. 333-______________

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

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                   -------------------------
                            FORM S-8
                     REGISTRATION STATEMENT
                UNDER THE SECURITIES ACT OF 1933

                       INTEL CORPORATION
     (Exact name of registrant as specified in its charter)

           Delaware                             94-1672743
(State or Other Jurisdiction of              (I.R.S. Employer
Incorporation or Organization)            Identification Number)

                   2200 Mission College Blvd.
               Santa Clara, California 95052-8119
      (Address of Principal Executive Offices) (Zip Code)

  Basis Communications Corporation 1999 Equity Incentive Plan
                as assumed by Intel Corporation
                    (Full title of the Plan)

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

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

                           Copies to:
                     KENNETH R. LAMB, ESQ.
                  Gibson, Dunn & Crutcher LLP
                     One Montgomery Street
                    San Francisco, CA 94104
                         (415) 393-8200

  ============================================================
                CALCULATION OF REGISTRATION FEE
  ============================================================
                         Proposed     Proposed
 Title of   Amount to    maximum       maximum
securities      be       offering     aggregate      Amount of
  to be     registered  price per     offering     registration
registered     (1)      share (2)     price (2)       fee (3)
----------  ----------  ----------   ----------     ----------
Common        7,500     $139.8125    $1,048,594        $277
Stock par
value
$0.001 per
share
===============================================================
1.   Pursuant  to Rule 416(a), also covers additional securities
     that  may  be  offered as a result of stock  splits,  stock
     dividends or similar transactions.

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

3.   Calculated  pursuant to Rule 457(c) based upon the  average
     of  the  high  and low prices of the Common  Stock  on  the
     Nasdaq   National  Market  on  July  24,  2000  which   was
     $139.8125.
===============================================================
EXPLANATORY NOTE

      This  Registration Statement on Form S-8 is filed by  Intel
Corporation, a Delaware corporation (the "Company," "Corporation"
or  "Registrant"), relating to 7500 shares of its  common  stock,
par  value  $0.001  per share (the "Common Stock"),  issuable  to
eligible  employees of the Company under the Basis Communications
Corporation  1999  Equity  Incentive Plan  as  assumed  by  Intel
Corporation   (the  "Plan").   This  Registration  Statement   is
submitted   in   accordance  with  Section  E  of   the   General
Instructions  to  Form S-8 regarding Registration  of  Additional
Securities.

     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  Registration Statement on  Form  S-8,  file
number 333-39422, filed with the Commission on June 16, 2000;

(ii)  The  Company's Current Report on Form 8-K  filed  with  the
Commission on June 22, 2000; and

(iii)The  Company's  Current Report on Form 8-K  filed  with  the
Commission on July 20, 2000.
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 25th day  of
July, 2000.

                              INTEL CORPORATION

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

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

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

Signature               Title                       Date

/S/Gordon E. Moore      Chairman Emeritus and       July 25, 2000
Gordon E. Moore         Director

/s/Andrew S. Grove      Chairman of the Board       July 25, 2000
Andrew S. Grove         (principal executive
                        officer)

                        President and Chief
Craig R. Barrett        Executive Officer

/s/Andy D. Bryant       Senior Vice President,      July 25, 2000
Andy D. Bryant          Principal Accounting and
                        Chief Financial Officer
                        and  Enterprise  Services
                        Officer

/s/John Browne          Director                    July 25, 2000
John Browne

/s/Winston H. Chen      Director                    July 25, 2000
Winston H. Chen

/s/D. James Guzy        Director                    July 25, 2000
D. James Guzy
/s/David S. Pottruck    Director                    July 25, 2000
David S. Pottruck

/s/Jane E. Shaw         Director                    July 25, 2000
Jane E. Shaw

                        Director
Leslie L. Vadasz

/s/David B. Yoffie      Director                    July 25, 2000
David B. Yoffie

                        Director
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]

                          July 28, 2000

Intel Corporation
2200 Mission College Boulevard
Santa Clara, California  95052

     Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

      We  have  acted as counsel to Intel Corporation, a Delaware
corporation  (the "Company"), in connection with the  preparation
of  a  Registration Statement on Form S-8 to be  filed  with  the
Securities and Exchange Commission (the "Registration Statement")
with  respect  to  the registration under the Securities  Act  of
1933, as amended, of 7500 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  Basis Communications Corporation 1999 Equity Incentive  Plan
as  assumed  by  Intel Corporation (the "Plan")  assumed  by  the
Company  pursuant  to  the terms of the  Agreement  and  Plan  of
Merger,  dated  as  of March 20, 2000, among the  Company,  Basis
Communications   Corporation,  a  California   corporation,   SWT
Acquisition  Corporation,  a Delaware corporation  and  a  wholly
owned subsidiary of the Company, and for the limited purposes set
forth therein, Michael David Shealy.

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

      Based  on our examination mentioned above, subject  to  the
assumptions  stated above and relying on the statements  of  fact
contained in the documents that we have examined, we are  of  the
opinion  that (i) the issuance by the Company of the  Shares  has
been duly authorized and (ii) when issued in accordance with  the
terms  of  the Plan, the Shares will be duly and validly  issued,
fully paid and non-assessable shares of Common Stock.

      We are admitted to practice in the State of California, and
are  not admitted to practice in the State of Delaware.  However,
for  the limited purposes of our opinion set forth above, we  are
generally familiar with the General Corporation Law of the  State
of  Delaware  (the "DGCL") as presently in effect and  have  made
such  inquiries as we consider necessary to render  this  opinion
with  respect to a Delaware corporation.  This opinion letter  is
limited  to  the  laws  of the State of California  and,  to  the
limited  extent set forth above, the DGCL, as such laws presently
exist  and  to the facts as they presently exist.  We express  no
opinion  with respect to the effect or applicability of the  laws
of  any other jurisdiction.  We assume no obligation to revise or
supplement   this  opinion  letter  should  the  laws   of   such
jurisdictions  be  changed after the date hereof  by  legislative
action, judicial decision or otherwise.
We  hereby  consent  to the filing of this  opinion  as  an
exhibit  to the Registration Statement.  In giving this  consent,
we  do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or  the
General  Rules  and  Regulations of the Securities  and  Exchange
Commission.

                              Very truly yours,

                              /s/GIBSON, DUNN & CRUTCHER LLP
EXHIBIT 23.2

       CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We  consent to the incorporation by reference in the Registration
Statement  (Form  S-8)  pertaining to  the  Basis  Communications
Corporation  1999  Equity Incentive Plan,  as  assumed  by  Intel
Corporation,  of our report dated January 11, 2000, with  respect
to  the  consolidated financial statements and schedule of  Intel
Corporation included in and/or incorporated by reference  in  its
Annual  Report (Form 10-K) for the year ended December 25,  1999,
filed with the Securities and Exchange Commission.

                                             /s/Ernst & Young LLP

San Jose, California
July 26, 2000