As  filed with the Securities and Exchange Commission on June 17,
2005
                                   Registration No. 333-_________

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC  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 No.)

         2200 MISSION COLLEGE BLVD.
              SANTA CLARA, CA                     95054-8119
  ----------------------------------------   -------------------
  (Address of Principal Executive Offices)        (Zip Code)


          INTEL CORPORATION 2004 EQUITY INCENTIVE PLAN
      -----------------------------------------------------
                    (Full Title of the Plan)


                      CARY I. KLAFTER, ESQ.
                  VICE PRESIDENT AND SECRETARY
                        INTEL CORPORATION
                    2200 MISSION COLLEGE BLVD.
                   SANTA CLARA, CA 95054-8119
      ----------------------------------------------------
             (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, N.W. SUITE 300
                      WASHINGTON, DC 20036
                         (202) 955-8500

----------------------------------------------------------------
                 CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------
 Title of   Amount to    Proposed     Proposed       Amount of
Each Class      be       Maximum       Maximum      Registration
    of      Registered   Offering     Aggregate       Fee (3)
Securities     (1)      Price Per  Offering Price
  to be                 Share (2)        (2)
Registered
----------   --------    --------     --------        --------
Common
Stock, par 130,000,000    $26.92   $3,499,600,000   $411,902.92
value         shares
$0.001 per
share
----------------------------------------------------------------
(1)   Pursuant  to Rule 416(a) under the Securities Act of  1933,
      as   amended  (the  "Securities  Act"),  this  Registration
      Statement  shall  also  cover  any  additional  shares   of
      Registrant's  common  stock in respect  of  the  securities
      identified  in  the above table as a result  of  any  stock
      dividend,  stock split, recapitalization or  other  similar
      transaction.

(2)   Estimated  solely  for  the  purpose  of  calculating   the
      registration fee.

(3)   Calculated  pursuant to Rule 457(c) and Rule  457(h)  under
      the  Securities Act based upon the average of the high  and
      low  prices  of  the  Common Stock on the  Nasdaq  National
      Market on June 14, 2005, which was $26.92.

<PAGE>

                        EXPLANATORY NOTE

This  Registration  Statement  relates  to  the  registration  of
additional  securities  under the Intel Corporation  2004  Equity
Incentive   Plan  (the  "Plan").   In  accordance  with   General
Instruction  E  to  Form  S-8,  the  contents  of  the   previous
Registration  Statement  on Form S-8, Commission  File  No.  333-
115625,  filed  by  Intel Corporation on May 19,  2004  with  the
Securities and Exchange Commission (the "Commission") related  to
the  Plan are incorporated herein by reference and made  part  of
this Registration Statement, except as amended hereby.


                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 8.        Exhibits.

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

Exhibit No.    Exhibit Description

4.2*                      Intel  Corporation Bylaws, as  amended,
               (incorporated by reference to Exhibit 3.1  of  the
               Corporation's   Form  8-K,  as  filed   with   the
               Commission on May 20, 2005, File No. 000-06217).

5.1                      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 Registered Public Accounting Firm.

24.                        Power   of   Attorney  (contained   on
               signature page hereto).

*Incorporated by reference

<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 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 this 17th  day  of
June, 2005.
                            INTEL CORPORATION

                            By:  /s/ Andy D. Bryant
                                 ---------------------------
                                 Andy D. Bryant
                                 Executive Vice President,
                                 Chief Financial and
                                 Enterprise Services Officer

      Each  person whose signature appears below constitutes  and
appoints D. Bruce Sewell, Andy D. Bryant, and Cary I. Klafter 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.

        [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

<PAGE>

      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 date indicated.

Signature               Title                       Date


/s/ Craig R. Barrett    Chairman of the Board and   June 17, 2005
Craig R. Barrett        Director

/s/ Paul S. Otellini    President, Chief Executive  June 17, 2005
Paul S. Otellini        Officer and Director

/s/ Charlene Barshefsky Director                    June 17, 2005
Charlene Barshefsky

/s/ E. John P. Browne   Director                    June 17, 2005
E. John P. Browne

/s/ Andy D. Bryant      Executive Vice President,   June 17, 2005
Andy D. Bryant          Chief   Financial  officer
                        and  Principal  Accounting
                        Officer

                        Director
D. James Guzy

/s/ Reed E. Hundt       Director                    June 17, 2005
Reed E. Hundt

/s/ David S. Pottruck   Director                    June 17, 2005
David S. Pottruck

/s/ Jane E. Shaw        Director                    June 17, 2005
Jane E. Shaw

/s/ John L. Thornton    Director                    June 17, 2005
John L. Thornton

/s/ David B. Yoffie     Director                    June 17, 2005
David B. Yoffie

<PAGE>

                          EXHIBIT INDEX

Exhibit No.    Exhibit Description

4.2*                      Intel  Corporation Bylaws, as  amended,
               (incorporated by reference to Exhibit 3.1  of  the
               Corporation's   Form  8-K,  as  filed   with   the
               Commission on May 20, 2005, File No. 000-06217).

5.1                      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 Registered Public Accounting Firm.

24.                        Power   of   Attorney  (contained   on
               signature page hereto).

*Incorporated by reference
[{"type": "S-8", "sequence": "1", "filename": "s8main.txt", "description": "FORM S-8", "secsgml_size_bytes": 9248}]
{"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": "333-125914", "film-number": "05903492"}, "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 June 17,
2005
                                   Registration No. 333-_________

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC  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 No.)

         2200 MISSION COLLEGE BLVD.
              SANTA CLARA, CA                     95054-8119
  ----------------------------------------   -------------------
  (Address of Principal Executive Offices)        (Zip Code)

          INTEL CORPORATION 2004 EQUITY INCENTIVE PLAN
      -----------------------------------------------------
                    (Full Title of the Plan)

                      CARY I. KLAFTER, ESQ.
                  VICE PRESIDENT AND SECRETARY
                        INTEL CORPORATION
                    2200 MISSION COLLEGE BLVD.
                   SANTA CLARA, CA 95054-8119
      ----------------------------------------------------
             (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, N.W. SUITE 300
                      WASHINGTON, DC 20036
                         (202) 955-8500

----------------------------------------------------------------
                 CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------
 Title of   Amount to    Proposed     Proposed       Amount of
Each Class      be       Maximum       Maximum      Registration
    of      Registered   Offering     Aggregate       Fee (3)
Securities     (1)      Price Per  Offering Price
  to be                 Share (2)        (2)
Registered
----------   --------    --------     --------        --------
Common
Stock, par 130,000,000    $26.92   $3,499,600,000   $411,902.92
value         shares
$0.001 per
share
----------------------------------------------------------------
(1)   Pursuant  to Rule 416(a) under the Securities Act of  1933,
      as   amended  (the  "Securities  Act"),  this  Registration
      Statement  shall  also  cover  any  additional  shares   of
      Registrant's  common  stock in respect  of  the  securities
      identified  in  the above table as a result  of  any  stock
      dividend,  stock split, recapitalization or  other  similar
      transaction.

(2)   Estimated  solely  for  the  purpose  of  calculating   the
      registration fee.

(3)   Calculated  pursuant to Rule 457(c) and Rule  457(h)  under
      the  Securities Act based upon the average of the high  and
      low  prices  of  the  Common Stock on the  Nasdaq  National
      Market on June 14, 2005, which was $26.92.
EXPLANATORY NOTE

This  Registration  Statement  relates  to  the  registration  of
additional  securities  under the Intel Corporation  2004  Equity
Incentive   Plan  (the  "Plan").   In  accordance  with   General
Instruction  E  to  Form  S-8,  the  contents  of  the   previous
Registration  Statement  on Form S-8, Commission  File  No.  333-
115625,  filed  by  Intel Corporation on May 19,  2004  with  the
Securities and Exchange Commission (the "Commission") related  to
the  Plan are incorporated herein by reference and made  part  of
this Registration Statement, except as amended hereby.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.        Exhibits.

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

Exhibit No.    Exhibit Description

4.2*                      Intel  Corporation Bylaws, as  amended,
               (incorporated by reference to Exhibit 3.1  of  the
               Corporation's   Form  8-K,  as  filed   with   the
               Commission on May 20, 2005, File No. 000-06217).

5.1                      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 Registered Public Accounting Firm.

24.                        Power   of   Attorney  (contained   on
               signature page hereto).

*Incorporated by reference
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 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 this 17th  day  of
June, 2005.
                            INTEL CORPORATION

                            By:  /s/ Andy D. Bryant
                                 ---------------------------
                                 Andy D. Bryant
                                 Executive Vice President,
                                 Chief Financial and
                                 Enterprise Services Officer

      Each  person whose signature appears below constitutes  and
appoints D. Bruce Sewell, Andy D. Bryant, and Cary I. Klafter 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.

        [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
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 date indicated.

Signature               Title                       Date

/s/ Craig R. Barrett    Chairman of the Board and   June 17, 2005
Craig R. Barrett        Director

/s/ Paul S. Otellini    President, Chief Executive  June 17, 2005
Paul S. Otellini        Officer and Director

/s/ Charlene Barshefsky Director                    June 17, 2005
Charlene Barshefsky

/s/ E. John P. Browne   Director                    June 17, 2005
E. John P. Browne

/s/ Andy D. Bryant      Executive Vice President,   June 17, 2005
Andy D. Bryant          Chief   Financial  officer
                        and  Principal  Accounting
                        Officer

                        Director
D. James Guzy

/s/ Reed E. Hundt       Director                    June 17, 2005
Reed E. Hundt

/s/ David S. Pottruck   Director                    June 17, 2005
David S. Pottruck

/s/ Jane E. Shaw        Director                    June 17, 2005
Jane E. Shaw

/s/ John L. Thornton    Director                    June 17, 2005
John L. Thornton

/s/ David B. Yoffie     Director                    June 17, 2005
David B. Yoffie
EXHIBIT INDEX

Exhibit No.    Exhibit Description

4.2*                      Intel  Corporation Bylaws, as  amended,
               (incorporated by reference to Exhibit 3.1  of  the
               Corporation's   Form  8-K,  as  filed   with   the
               Commission on May 20, 2005, File No. 000-06217).

5.1                      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 Registered Public Accounting Firm.

24.                        Power   of   Attorney  (contained   on
               signature page hereto).

*Incorporated by reference