As filed with the Securities and Exchange Commission on October 18, 1995
Registration Statement No. _________________ 
===============================================================================
                       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 No.)
                             2200 Mission College Blvd.
                       Santa Clara, California 95052-8119
              (Address of Principal Executive Offices) (Zip Code) 
                      INTEL CORPORATION 401(k) SAVINGS PLAN
              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)
<TABLE>
=========================================================================================
                                 CALCULATION OF REGISTRATION FEE 
=========================================================================================
<S>                 <C>                  <C>               <C>               <C>
Title of            Amount to be         Proposed          Proposed          Amount of
securities          registered (1)       maximum           maximum           registration
to be                                    offering          aggregate         fee
registered                               price             offering 
                                         per share or      price
                                         obligation 
- -----------------------------------------------------------------------------------------
Common Stock       6,500,000 Shares      $63.125 (2)       $410,312,500 (2)   $141,487
Beneficial 
 Interests in 
 Intel Corporation 
 401(k) Savings 
 Plan (3)              -----               -----               -----            ----- 
Intel Corporation 
 Sheltered 
 Employee 
 Retirement Plan 
 Plus 
 Obligations (4)     $245,000,000          100%             $245,000,000     $84,482.76 
======================================================================================= 
</TABLE>

(1)   Based upon Intel Corporation's estimate of the number of shares of Common
Stock that will be issued pursuant to the 401(k) Savings Plan.  There is also 
being registered hereunder such additional undetermined number of shares of 
Common Stock which may be issued from time to time as a result of stock splits,
stock dividends or similar transactions.
(2)   Estimated solely for purposes of calculating the registration fee 
pursuant to Rule 457(h)(1) and (c).  The maximum aggregate offering price is 
based on 6,500,000 shares available for issuance under the 401(k) Savings Plan,
multiplied by $63.125, the average of the high and low prices of the Common 
Stock of Intel Corporation as reported for October 16, 1995 on the Nasdaq
National Market, for proceeds of $410,312,500.
(3)   In addition, pursuant to Rule 416(c), this registration statement also 
covers an indeterminate amount of interests to be offered or sold pursuant to 
the 401(k) Savings Plan.  Includes related interests in the trust created 
pursuant to the 401(k) Savings Plan.  The required information regarding 
beneficial interests is subsumed in the information above regarding Common 
Stock.
(4)  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.

            This Registration Statement consists of 34 sequentially 
            numbered pages, and the Exhibit Index appears on page 9.  


PAGE -2-
INTRODUCTION This Registration Statement on Form S-8 is filed by Intel 
Corporation, a Delaware corporation (the "Company" or the "Registrant"), 
relating to 6,500,000 shares of its common stock, par value $0.001 per share 
(the "Common Stock"), issuable to eligible employees of the Company or any 
parent or subsidiary of the Company under the Company's 401(k) Savings Plan 
(the "401(k) Plan"), as well as to beneficial interests in the 401(k) Plan, and
$245,000,000 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").  The 
401(k) Plan and SERPLUS are referred to herein, collectively, as the "Plans."

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*

* Information required by Part I of Form S-8 to be contained in the Section 
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"), 
and the Note to Part I 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 latest Annual Report on Form 10-K for the fiscal year 
           ended December 31, 1994;
     (ii)  All other reports filed pursuant to Section 13(a) or 15(d) of the 
           Securities Exchange Act of 1934 (the "Exchange Act") since the end 
           of the fiscal year covered by the Annual Report referred to in (i) 
           above; and
     (iii) The description of the Company's Common Stock contained in Amendment
           No. 1 to the Company's Registration Statement on Form S-3 
           (Registration No. 33-56107), filed with the Commission on April 18, 
           1995, including any amendment or report filed for the purpose of 
           updating such description.

All reports and other documents filed by the Company pursuant to Sections 
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this 
Registration Statement and prior to the filing of a post-effective amendment 
hereto, which indicates that all securities offered hereunder have been sold 
or which deregisters all securities then remaining unsold, shall be deemed to 
be incorporated by reference herein and to be a part hereof from the date of 
filing of such documents.


PAGE -3-
For purposes of this Registration Statement, 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 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 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.

The Common Stock of the Company is registered under Section 12 of the Exchange 
Act. 
$245,000,000 of SERPLUS Obligations are being registered under this 
Registration Statement to be offered to certain eligible employees of the 
Company pursuant to SERPLUS.  The Obligations are general unsecured obligations
of the Company to pay deferred compensation in the future in accordance with 
the terms of SERPLUS from the general assets of the Company, and rank 'pari 
passu' with other unsecured and unsubordinated indebtedness of the Company from
time to time outstanding.

The amount of compensation deferred by each participant ("Participant") in 
SERPLUS is determined in accordance with SERPLUS based upon elections by each 
Participant.  Obligations in an amount equal to each Participant's deferral 
account under the Plan (consisting of deferred salary and bonus amounts, vested
Company profit-sharing contributions and any appreciation or depreciation in 
value thereon) will be payable upon the Participant's termination or retirement
either in an immediate lump-sum distribution or, upon the election of a 
Participant, in a lump-sum deferred to the year following termination or 
retirement or in installments over a five- or ten-year period.  Obligations 
attributable to any discretionary Company profit-sharing contributions are not
being registered pursuant to this Registration Statement because such 
contributions (if any) are automatically credited to SERPLUS accounts by the 
Company on behalf of Participants without Participants being obligated to make 
any deferred compensation contributions.

Under SERPLUS, Obligations for each Participant will be considered to have 
been invested, (i) with respect to salary and bonus deferral amounts credited 
to SERPLUS as a result of the Internal Revenue Code limits on contributions to
the 401(k) Plan or otherwise, in the same manner that such Participant's funds 
are invested under the Company's 401(k) Plan, and (ii) with respect to amounts 
credited to SERPLUS as a result of the limits on contributions by the Company 
on behalf of the Participant under the Company's Profit-Sharing Retirement Plan
(the "Profit-Sharing Plan"), in the same manner that the Participant's funds 
are invested under the Profit-Sharing Plan.  All amounts in a Participant's 
SERPLUS account will be credited with investment gains or losses accordingly. 

A Participant's Obligations cannot be alienated, sold, transferred, assigned, 
pledged, attached or otherwise encumbered by the Participant, and pass only to 
a survivor beneficiary under the Profit-Sharing Plan or the 401(k) Plan, or by 
will or the laws of descent and distribution, or pursuant to a qualified order 
which recognizes the rights of a spouse or former spouse to share in such 
Obligations.

The Obligations are not subject to redemption, in whole or in part, prior to 
the termination, retirement or death of the Participant.  However, the Company 
reserves the right to amend or terminate SERPLUS at any time, except that no 
such amendment or 


PAGE -4-
termination shall adversely affect a Participant's right to 
Obligations in the amount of the Participant's SERPLUS accounts as of the date 
of such amendment or termination.

The Obligations are not convertible into any other security of the Company.  
The Obligations will not have the benefit of a negative pledge or any other 
affirmative or negative covenant on the part of the Company.  No trustee has 
been appointed having the authority to take action with respect to the 
Obligations and each Participant will be responsible for acting independently 
with respect to, among other things, the giving of notices, responding to any 
requests for consents, waivers or amendments pertaining to the Obligations, 
enforcing covenants and taking action upon a default.

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 and the Bylaws of the 
Company contain provisions covering indemnification of corporate directors 
and officers against certain liabilities and expenses incurred as a result of 
proceedings involving such persons in their capacities as directors and 
officers, including proceedings under the Securities Act and the Exchange Act.

In addition to the above, the Company has entered into indemnification 
agreements (the "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 is described in 
the preceding paragraph.  In addition, the Indemnification Agreements 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.

Exhibit No.     Description
- -----------     -----------
4.1             Intel Corporation Sheltered Employee Retirement Plan Plus, as 
                amended and restated, effective November 1, 1995.
4.2             Intel Corporation Certificate of Incorporation (incorporated by
                reference to Exhibit 3.1 of Registrant's Form 10-Q for the 
                quarter ended June 26, 1993 [Commission File No. 0-6217] as 
                filed on August 10, 1993).
4.3             Intel Corporation Bylaws as amended (incorporated by reference 
                to Exhibit 3.2 of Registrant's Form 10-Q for the quarter ended 
                September 25, 1993 [Commission File No. 0-6217] as filed on 
                November 9, 1993).


PAGE -5-
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 [Commission File No. 0-6217] as filed on
                March 28, 1986).
4.5             Warrant Agreement dated as of March 1, 1993, as amended, 
                between the Registrant and Harris Trust and Savings Bank (as 
                successor Warrant Agent) related to the issuance of 1998 
                Step-Up Warrants to Purchase Common Stock of Intel Corporation 
                (incorporated by reference to Exhibit 4.6 of Registrant's Form 
                10-K [Commission File No. 0-6217] as filed on March 25, 1993), 
                together with the First Amendment to Warrant Agreement dated as
                of October 18, 1993, the Second Amendment to Warrant Agreement 
                dated as of January 17, 1994 (incorporated by reference to 
                Exhibit 4.4 of the Registrant's Form 10-K [Commission File No.
                0-6217] as filed on March 25, 1994), and the Third Amendment to
                Warrant Agreement dated as of May 1, 1995.
5.1             Legal Opinion of Gibson, Dunn & Crutcher.
5.2             Internal Revenue Service determination letter regarding 
                qualification of the Intel Corporation 401(k) Savings Plan 
                under Section 401 of the Internal Revenue Code.
23.1            Consent of Gibson, Dunn & Crutcher (contained in Exhibit 5.1).
23.2            Consent of Independent Auditors. 
24              Power of Attorney (contained on signature page hereto).

Item 9.         Undertakings.
(a)             The undersigned Registrant hereby undertakes:
(1)             To file, during any period in which offers or sales are being 
                made, a post-effective amendment to this Registration Statement
                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.  
(2)             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.
(3)             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.
(b)             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 (and, where 
                applicable, each filing of an employee benefit plan's annual 
                report pursuant to 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.


PAGE -6-
(c)             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 Commission such indemnification is 
                against public policy as expressed in the Securities 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 Securities Act and will be governed by the final 
                adjudication of such issue.



PAGE -7-
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 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 20th day of
September, 1995.

                                               INTEL CORPORATION

                                               By: /s/ F. THOMAS DUNLAP, JR.
                                                   -------------------------
                                                   F. Thomas Dunlap, Jr.
                                                   Vice President and Secretary

POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints F. Thomas 
Dunlap, Jr. and Andy D. Bryant, and each of them, his or her true and lawful 
attorneys-in-fact and agents, each with full power of substitution and 
resubstitution, for him or her in any and all capacities, to sign any and all 
amendments to this Registration Statement and to file the same, with exhibits 
thereto and other documents in connection therewith, with the Securities and 
Exchange Commission, hereby ratifying and confirming all that either of said 
attorneys-in-fact and agents, 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
- ------------------- 
Gordon E. Moore             Chairman of the Board           September 20, 1995

/s/ ANDREW S. GROVE
- ------------------- 
Andrew S. Grove             Principal Executive Officer, 
                            President and Director          September 20, 1995
/s/ CRAIG R. BARRETT
- -------------------- 
Craig R. Barrett            Executive Vice President, 
                            Chief Operating Officer and 
                            Director                        September 20, 1995
/s/ ANDY D. BRYANT
- ------------------
Andy D. Bryant              Vice President, Principal 
                            Accounting and Chief 
                            Financial Officer               September 20, 1995
/s/ WINSTON H. CHEN
- -------------------
Winston H. Chen             Director                        September 20, 1995 



PAGE -8-
/s/ D. JAMES GUZY
- ----------------- 
D. James Guzy               Director                        September 20, 1995

/s/ MAX PALEVSKY
- ---------------- 
Max Palevsky                Director                        September 20, 1995

/s/ ARTHUR ROCK
- --------------- 
Arthur Rock                 Director                        September 20, 1995

/s/ JANE E. SHAW
- ---------------- 
Jane E. Shaw                Director                        September 20, 1995

/s/ LESLIE L. VADASZ
- -------------------- 
Leslie L. Vadasz            Director                        September 20, 1995

/s/ DAVID B. YOFFIE
- ------------------- 
David B. Yoffie             Director                        September 20, 1995

/s/ CHARLES E. YOUNG
- -------------------- 
Charles E. Young            Director                        September 20, 1995 

The 401(k) 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 20th 
day of September, 1995.
                                        INTEL CORPORATION 401(k) SAVINGS PLAN
                                        By: /s/ARVIND SODHANI
                                        ---------------------
                                        Name: Arvind Sodhani
                                        Title: Vice President and Treasurer,
                                        Intel Corporation



PAGE -9-
INDEX TO EXHIBITS
                                                                  Sequentially
Exhibit No.    Description                                        Numbered Page
4.1            Intel Corporation Sheltered Employee Retirement 
               Plan Plus, as amended and restated, effective 
               November 1, 1995.                                       10

4.2            Intel Corporation Certificate of Incorporation 
               (incorporated by reference to Exhibit 3.1 of 
               Registrant's Form 10-Q for the quarter ended June 
               26, 1993 [Commission File No. 0-6217] as filed on 
               August 10, 1993).                                       --

4.3            Intel Corporation Bylaws as amended (incorporated 
               by reference to Exhibit 3.2 of Registrant's Form 
               10-Q for the quarter ended September 25, 1993 
               [Commission File No. 0-6217] as filed on 
               November 9, 1993).                                      --

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 
               [Commission File No. 0-6217] as filed on March 28, 
               1986).                                                  --

4.5            Warrant Agreement dated as of March 1, 1993, as 
               amended, between the Registrant and Harris Trust and 
               Savings Bank (as successor Warrant Agent) related to 
               the issuance of 1998 Step-Up Warrants to Purchase 
               Common Stock of Intel Corporation (incorporated by 
               reference to Exhibit 4.6 of Registrant's Form 10-K 
               [Commission File No. 0-6217] as filed on March 25, 
               1993), together with the First Amendment to Warrant 
               Agreement dated as of October 18, 1993, the Second 
               Amendment to Warrant Agreement dated as of January 17, 
               1994, (incorporated by reference to Exhibit 4.4 of 
               Registrant's Form 10-K [Commission File No. 0-6217] as 
               filed on March 25, 1994), and the Third Amendment to 
               Warrant Agreement dated as of May 1, 1995.              22

5.1            Legal Opinion of Gibson, Dunn & Crutcher.               30
5.2            Internal Revenue Service determination letter 
               regarding qualification of the Intel Corporation 
               401(k) Savings Plan under Section 401 of the Internal
               Revenue Code.                                           32

23.1           Consent of Gibson, Dunn & Crutcher (contained in 
               Exhibit 5.1).                                           --
23.2           Consent of Independent Auditors.                        34
24             Power of Attorney (contained on signature page hereto). --




PAGE -10-
EXHIBIT 4.1
INTEL CORPORATION
SHELTERED EMPLOYEE RETIREMENT PLAN PLUS
(As Amended and Restated Effective November 1, 1995)

SECTION 1.  ESTABLISHMENT AND PURPOSE OF THE PLAN.

The Intel Corporation Sheltered Employee Retirement Plan Plus ("SERPLUS" or 
"this Plan") is a nonqualified benefit plan which was established effective 
December 1, 1991.  As established, SERPLUS consists of two separate components;
one, SERPLUS permits certain discretionary employer contributions in excess of 
the tax limits applicable to the Intel Corporation Profit Sharing Retirement 
Plan, and two, SERPLUS permits certain deferrals of earnings in excess of the 
limit imposed by Section 402(g)(1) of the Internal Revenue Code of 1986, as 
amended ( "the Code").

Effective November 1, 1995, SERPLUS is amended and restated in its entirety.  
As amended and restated, SERPLUS continues to permit discretionary employer 
contributions and earnings deferrals, but it also permits Eligible Employees to
defer certain bonus amounts without regard to whether the limit imposed by 
Section 402(g)(1) has been met.  Both the original and restated plans are 
intended to enhance the opportunity of Eligible Employees to share in the 
Company's profits on a tax deferred basis and to enhance the opportunity of 
Eligible Employees to increase savings for retirement on a tax deferred basis. 
The Plan is intended to be an unfunded plan maintained primarily for the 
purpose of providing deferred compensation to a select group of management or 
highly compensated employees as described in Section 401(a)(1) of the 
Employee Retirement Income Security Act of 1974, as amended (ERISA).  Certain 
capitalized terms used in the text of this Plan are defined in Section 12 in 
alphabetical order.

SECTION 2.  ELIGIBILITY AND PARTICIPATION.

     (a)  Commencement of Participation - Discretionary Company Contributions. 
In the case of contributions made pursuant to Section 4 of this Plan, each 
Eligible Employee shall automatically commence participation in this Plan on 
the later of:

     (1)  The first day of the Quarter which follows or is coincident with the 
date he or she completes one Year of Service; or

     (2)  The date he or she first becomes an Eligible Employee.

     (b)  Commencement of Participation - Earnings Deferrals.  In the case of 
Earnings Deferrals, an Eligible Employee may commence participation in the 
Plan after completion of one Year of Service.  Such commencement shall be 
effective as of the first day of the following Plan Year provided that he or 
she has given notice of such election in the manner prescribed by the Company 
at least 30 days prior to the commencement of such Plan Year.

     (c)  Reemployed Employees.  In the case of a former Employee who is 
rehired by the Company, service performed before the break in service shall 
count in determining the completion of one Year of Service unless the Employee 
has incurred a "permanent service break" as the term is defined in the 
Qualified Plan.

     (d)  Suspension.  A Participant's participation in this Plan shall be 
suspended for any period with respect to which he or she is not an Eligible 
Employee.  With respect to any period of suspension, a Participant shall not 
receive an allocation of any Discretionary Company Amounts and 



PAGE -11-
shall not elect to defer Earnings, but such Participant's Accounts shall 
continue to accrue income, gains and losses without regard to the suspension 
of participation.

     (e)  Termination of Participation.  A Participant's participation in this 
Plan shall terminate as of the earlier of (i) the date on which such 
Participant's entire Plan Benefit has been distributed, (ii) the date of such 
Participant's death or (iii) on the Participant's Termination Date in the event
that such Participant's Termination Date occurs at a time when he or she is not
entitled to any Plan Benefit.

SECTION 3.  EARNINGS DEFERRALS.

     (a)  Earnings Deferrals.  A Participant who has elected participation 
under Section 2(b) may make two separate elections with respect to the 
deferral of  Earnings.

     (1)  A Participant may elect to defer his or her Executive Bonus in 
increments of 25%, 50% or 100% of the Executive Bonus, and have his or her 
taxable compensation reduced by amounts so deferred without regard to whether 
the Participant's Salary Deferrals in the Qualified Plan equal the limits 
imposed by Section 402(g)(1) of the Code.  In the case of a Participant 
election to defer 100% of the Executive Bonus, the amount eligible for deferral
shall be reduced by amounts which the Participant has elected to contribute to 
the Intel Corporation Stock Participation Plan.

     (2)  A Participant may elect to have his or her taxable compensation 
reduced and the corresponding Earnings Deferrals credited to this Plan on his 
or her behalf in an amount equal to the percentage of his or her Earnings 
(determined without regard to the limit imposed by Section 401(a)(17) of the 
Code) which such Participant has elected to defer as a Salary Deferral in the 
Qualified Plan.  No election under this subsection shall be effective until the
Participant's Salary Deferrals contributed to the Qualified Plan equal the 
limits imposed by Section 402(g)(1) of the Code.  Any percentage reduction 
which the Company imposes on "highly compensated employee(s)" as that term is 
defined in Section 414(q) of the Code in order to comply with the actual 
deferral percentage test of Section 401(k)(3) of the Code shall automatically 
apply to limit the percentage of Earnings which can be deferred under this 
subsection.  An election under this section shall continue to be effective to 
defer Earnings in subsequent Plan Years unless the Participant has revoked such
election or selected a different rate of deferral pursuant to Section 3(b).

A Participant's election to commence Earnings Deferrals shall constitute an 
election (for federal tax purposes, and wherever permitted for state, local and
foreign tax purposes) to have his or her taxable compensation reduced by the 
amount of all Earnings Deferrals.

A Participant's Earnings Deferrals shall be credited to his or her Deferred 
Account(s).

     (b)  Selection and Change of Rate by Participant.  Each Plan Year, a 
Participant's initial designation of deferral rate under Section 3(a)(2) shall 
be determined by reference to the rate selected pursuant to the provisions of 
the Qualified Plan.  The designation of deferral rate under Section 3(a)(1) 
shall be made no later than 30 days before the end of the tax year which 
precedes the beginning of the year in which the Executive Bonus is earned 
(the "earnings year") provided that deferral elections covering Executive Bonus
payments which are earned as of December 31, 1995 and which are payable in 
1996 will be effective if they are received by the Company no later than 
December 1, 1995.  No Participant shall be permitted to increase the rate of 
deferral during the year to which the election relates.

     (1)  A Participant may change the rate of his or her Earnings Deferrals 
under Section 3(a)(2) to any lower rate permitted by the Company as of the 
first day of any Quarter after the beginning of 



PAGE -12-
any Plan Year by giving notice in the manner prescribed by the Company at least
30 days prior to such date.  The Company, in its sole discretion, may change 
the due date for the giving of such notice provided that any change  in the due
date shall be communicated to affected Participants and be uniformly applied.  
A Participant may elect to cease making any Earnings Deferrals under Section 
3(a)(2) by giving notice in the manner prescribed by the Company.  Such 
election shall take effect as soon as practicable, but no earlier than the 
period that starts after the Company receives such notice;  provided, however, 
that no cessation shall take effect before any pay period which ends before 
March 16 of any Plan Year.  Any Participant who elects to discontinue Earnings 
Deferrals under Section 3(a)(2) shall not be permitted to reinstate any such 
deferrals for the remainder of the Plan Year.

     (2)  A Participant may not change the rate of deferral selected for the 
Executive Bonus under Section 3(a)(1) during the tax year in which the bonus 
is earned or during the following tax year in which it is to be paid.  Between 
the date of the initial deferral election and December 31 of the year 
preceding the earnings year, a Participant may, by giving notice in the manner 
prescribed  by the Company, revoke the initial deferral election and elect to 
include the entire Executive Bonus in taxable compensation for the year in 
which it is paid.

     (c)  Other Methods.  The Company reserves the right to select other 
procedures for determining Earnings Deferral rates pursuant to this Section 3, 
provided that such other procedures are communicated to affected Participants, 
are uniformly applied and do not cause the Qualified Plan to violate any tax 
rules governing Salary Deferrals.

     (d)  Manner of Payment.  Earnings Deferrals shall be made through payroll 
deductions from the Participant's Earnings.  Amounts deducted through payroll 
shall be retained by the Company and shall be credited to an Earnings Deferral 
account maintained by the Company with respect to each Participant.

SECTION 4.  DISCRETIONARY INTEL CONTRIBUTIONS.

     (a)  Discretionary Intel Contributions.  For any Plan Year in which the 
Company determines a Discretionary Company Amount is eligible for contribution 
or for any Plan Year in which the Company determines, in its sole discretion, 
that accumulations in the Deferred Compensation Account become eligible for 
contribution, any such amounts, including accumulations where appropriate, 
shall first be contributed and allocated to participants in the Qualified Plan 
in accordance with Section (4) of such Plan.  If the limits of Sections 415(c)
(1) or 401(a)(17) of the Code apply to restrict contributions in the Qualified 
Plan to a Participant of this Plan, any Discretionary Company Amount, together 
with any accumulations in the Deferred Compensation Account, which remain 
after contributions have been allocated to the Qualified Plan for such Plan 
Year shall be considered eligible for allocation under Section 4(b) below.

     (b)  Allocation.  Amounts under Section 4(a) that are eligible for 
allocation shall be allocated to Participants by first determining the amount 
which would have been allocated under Section 4(c) of the Qualified Plan as 
if the limitations of Section 415(c)(1)(A) and 401(a)(17) had not applied and 
as if Earnings Deferrals to this Plan were included within the definition of 
Earnings under the Qualified Plan.  The excess of the amount so determined 
over the allocation of the Discretionary Intel Contribution to the Participant 
in the Qualified Plan for the Plan Year shall be credited to the Participant's 
Discretionary Company Account for the Plan Year as of the date on which 
Discretionary Intel Contributions are made to the Qualified Plan.

     (c) Automatic Participation.  All Eligible Employees who are entitled to 
an allocation of Discretionary Intel Contributions pursuant to the Qualified 
Plan and who are limited as described in 



PAGE -13-
Section 4(a), above, shall automatically be entitled to share in any 
Discretionary Company Amounts or Deferred Compensation Account balances.

SECTION 5.  WITHDRAWAL OF EARNINGS DEFERRALS.

     (a)  Withdrawals Limited to Financial Hardship.  No Participant may 
withdraw any amount credited to his or her Discretionary Company Account while 
such Participant is an Employee of the Company.  No Participant may withdraw 
any Earnings Deferrals from his or her Earnings Deferral Account unless the 
withdrawal is necessary to meet and does not exceed the amount of the financial
hardship as defined in Section 5(b).  Such withdrawal shall be requested in 
the manner prescribed by the Company.

     (b)  Financial Hardship Defined.  A "Financial Hardship" will be 
considered to exist in the case of an unforeseeable emergency resulting from 
one or more of the following events:

     (1)  A sudden and unexpected illness or accident of the Participant or a 
dependent (as defined in Section 152(a) of the Code) of the Participant;

     (2)  A loss of the Participant's property due to casualty; or

     (3)  Other similar and extraordinary and unforeseeable circumstances 
arising as a result of events beyond the control of the Participant.

     (c)  Limit on Amount of Hardship.  The circumstances which constitute a 
Financial Hardship under Section 5(b) will depend on the facts of each case, 
but, in any case, payment may not be made to the extent that such hardship is 
or may be relieved:

     (1)  Through reimbursement or compensation by insurance or otherwise;

     (2)  By liquidation of the Participant's assets, to the extent the 
liquidation of such assets would not itself cause severe Financial Hardship; or

     (3)  By cessation of Earnings Deferrals under Section 3(a)(2) of this 
          Plan.

     (d)  Payment of Withdrawals.  Any withdrawal pursuant to this Section 5 
shall be paid within  90 days (or such additional period as is reasonably 
required) after the Valuation Date next following the Company's receipt and 
approval of the withdrawal request.

     (e)  Limitation on Withdrawals.  No Participant shall make more than one 
withdrawal pursuant to this Section 5 during any 12-month period.  The Company,
in its sole discretion, may permit more frequent withdrawals pursuant to this 
Section 5 provided that any change in the rules limiting such withdrawals shall
be uniformly applied.  No earnings which may have been credited to the Earnings
Deferral Account due to investment allocations made pursuant to Section 7 of 
this Plan shall be eligible for withdrawal under this Section.

SECTION 6.  VESTING AND FORFEITURES.

     (a)  Vesting in Earnings Deferral Account.  A Participant shall always 
have a 100% vested interest in his or her Earnings Deferral Account.



PAGE -14-
     (b)  Vesting in Discretionary Company Accounts.  A Participant's entire 
interest in his or her Discretionary Company Account shall become 100% vested 
when the earliest of the following occurs:

     (1)  Attainment of Age 60.  Such Participant is an Employee after he or 
she has attained age 60;

     (2)  Death.  Such Participant dies while an Employee; or

     (3)  Total and Permanent Disability.  Such Participant is Totally and 
Permanently Disabled while an Employee.

     (c)  Deferred Vesting in Discretionary Company Accounts.  A Participant 
who is not otherwise 100% vested in his or her Discretionary Company Account 
pursuant to Section 6(b) shall become vested pursuant to the following 
schedule:

         Completed Years of Service                   Vested Percentage

         Less than 3                                  0   (Percent)
         3 but less than 4                            20  (Percent)
         4 but less than 5                            40  (Percent)
         5 but less than 6                            60  (Percent)
         6 but less than 7                            80  (Percent)
         7 or more                                    100 (Percent)

If a Participant's Termination Date occurs before he or she is 100% vested, 
amounts which are not vested shall be forfeited to the Company and shall be 
deleted from Discretionary Company Accounts.  If a Participant is reemployed 
after forfeiting Discretionary Company Account balances, the forfeited amount 
shall not be reinstated.

If a Participant is reemployed by the Company before incurring a "permanent 
service break" as that term is described in the Qualified Plan, the service 
before the break shall count for purposes of determining "Years of Service" 
under this Section and for purposes of vesting in Discretionary Company 
Accounts related to contributions made following reemployment.

SECTION 7.  INVESTMENT AND ACCOUNTS.

     (a)  Accounts.  The following accounts (collectively, the "Accounts") 
shall be maintained for each Participant:

     (1)  Earnings Deferral Account which consists of amounts contributed 
pursuant to Section 3 together with the earnings thereon, if any; and 

     (2)  Discretionary Company Account which consists of amounts contributed 
pursuant to Section 4 together with the earnings thereon, if any.

      (b)  Investment Choices.  A Participant's Earnings Deferral Account shall
be considered to have been invested in accordance with the Participant 
directions given for investment of Deferred Accounts in the Qualified Plan.  A 
Participant's Earnings Deferral Account shall be credited with 



PAGE -15-
investment gains or losses which such Account would yield if it were invested 
in accordance with such directions.  A Participant's Discretionary Company 
Account shall be considered to have been invested in the Discretionary Intel 
Account in the Qualified Plan and shall be credited with investment gains and 
losses which such Account would yield if it were invested in such Discretionary
Intel Account.  A Participant's election pursuant to Section 11(a) of the 
Qualified Plan (affecting Participants who have attained age 55) shall be 
applied to the same extent in determination of investment gains and losses in 
such Participant's Discretionary Company Account.

      (c)  No Requirement of Actual Investment.  The Company shall be under no 
obligation to actually invest in funds comparable to those available for 
investment of Qualified Plan assets.  The references to accounts in the 
Qualified Plan are for purposes of measuring earnings only.

SECTION 8.  AMOUNT AND DISTRIBUTION OF PLAN BENEFITS.

     (a)  Amount of Plan Benefits.  A Participant's Plan Benefit shall consist 
of the value of such Participant's Accounts, to the extent vested.  The value 
of the Participant's Plan Benefit shall be determined as of a Valuation Date, 
selected by the Company based on administrative considerations, that precedes 
the Participant's benefit commencement date.
     (b)  Form and Time of Distribution:  General Rule.  Unless the Participant
has elected a distribution under Section 8(c), in the manner prescribed by the 
Company, the distribution of the Participant's Plan Benefit shall be made in a 
cash lump sum as soon as reasonably practicable after the Valuation Date next 
following the Participant's Termination Date, but not later than 60 days after 
such Termination Date unless delay is reasonably necessary for the Company to 
locate the Participant (or his or her Beneficiary).

     (c)  Alternative Distribution Options.  An Eligible Employee with a 
current or projected Earnings Deferral Account or a Discretionary Company 
Account as of December 31, 1995 may irrevocably select one of the alternative 
distributions options in this subsection by submitting an election form with 
the Company between November 1, 1995 and December 1, 1995.  All other Employees
of the Company will be permitted to irrevocably select an alternative 
distribution option under this subsection in a manner acceptable to the Company
at any time prior to qualifying as an Eligible Employee or within 30 days after
first qualifying as an Eligible Employee.  Under each of the alternative 
distribution options, any amount which remains undistributed to such 
Participant shall continue to be credited with investment gains and losses in 
accordance with the investment allocations determined under Section 7 of this 
Plan until the Valuation Date which precedes payment of such amounts.  Payments
shall be made as soon as practicable after July 1 of each year to which payment
has been deferred unless delay is reasonably necessary for the Company to 
locate the Participant (or his or her Beneficiary).  The Company, in its sole 
discretion, may also accelerate the date payments would otherwise be made 
under the following two paragraphs:

     (1)  Lump Sum Deferral.  A Participant may elect to defer receipt of his 
or her Plan Benefit to the year following the year of the Participant's 
Termination Date.  

     (2)  Installment Distribution (5 or 10 Years).  A Participant may elect a 
distribution of his or her Plan Benefit in annual cash installments over either
a five year or a ten year period commencing with an annual payment in the year 
following the year in which such Participant's Termination Date occurs.  
Account balances, adjusted for applicable investment gains and losses, shall be
divided by the number of years remaining under the election to determine the 
amount of such annual installment.

SECTION 9. GENERAL PROVISIONS.

     (a)  Participant's Rights Unsecured.  The right of a Participant or his 
designated Beneficiary to receive a distribution hereunder shall be an 
unsecured claim against the general assets of the Company, and neither the 
Participant nor a designated Beneficiary shall have any rights in or against 



PAGE -16-
any specific assets of the Company.  Notwithstanding the previous sentence, the
Company reserves the right to establish a grantor trust, the assets of which 
shall remain subject to claims of creditors of the Company, to which Company 
assets may be invested to fund some or all of the liabilities represented by 
this Plan.  This Plan shall not be construed to require the Company to fund any
of the benefits payable under this Plan.

     (b)  No Guarantee of Benefits.  Nothing contained in this Plan shall 
constitute a guaranty by the Company or any other person or entity that the 
assets of the Company will be sufficient to pay any benefit hereunder.

     (c)  No Right to Employment.  The establishment of this Plan, the granting
of benefits and any action of any member of the Affiliated Group or any other 
person shall not be held or construed to confer upon any person any right to be
continued as an Employee, or, upon dismissal, to confer any right or interest 
in this Plan other than as provided herein.  No provision of this Plan shall 
restrict the right of any member of the Affiliated Group to discharge any 
Employee at any time and for any reason.

     (d)  No Guarantee of Investment Earnings.  In determining investment 
yields by reference to corresponding funds in the Qualified Plan, Intel does 
not endorse any of the investment funds and does not guarantee that 
Participants will receive a positive return on the investment of SERPLUS 
Accounts by measuring performance in such manner.  

     (e)  Beneficiary.  Beneficiary designations pursuant to the Qualified 
Plan shall apply automatically to determine the Beneficiary or Beneficiaries 
under this Plan.  If the Participant fails to designate a Beneficiary or if the
named Beneficiary is not living when payment is to be made, then the ordering 
rules for determining Beneficiaries contained in the Qualified Plan shall be 
applied to determine the Beneficiary or Beneficiaries to receive payment under 
this Plan.  A Beneficiary shall continue to receive payment in installments 
under Section 8(c)(2) of this Plan unless the Company, in its sole discretion, 
decides that any remaining balance be paid in a cash lump sum.  

     (f)  Incapacity.  If in the Company's opinion, a Participant or 
Beneficiary for any reason is unable to handle properly any property 
distributable to him or her under the Plan, then the Company may make such 
arrangements which it determines to be beneficial to such Participant or 
Beneficiary for the distribution of such property, including (without 
limitation) the distribution of such property to the guardian, conservator, 
spouse or dependent(s) of such Participant or Beneficiary.

     (g)  Effect of Subsequent Changes in the Plan.  All benefits to which any 
Participant or Beneficiary may be entitled hereunder shall be determined under 
the Plan as in effect when the Participant's employment in the Affiliated 
Group terminates and shall not be affected by any subsequent changes in the 
Plan, unless the Participant is reemployed, in which case his or her benefit 
shall be based on the provisions of the Plan as in effect on the date his or 
her employment in the Affiliated Group terminates following reemployment.

     (h)  Governing Law.  This Plan shall be construed under the laws of the 
State of California, without reference to the principles of conflicts of law 
thereof, to the extent such construction is not pre-empted by any applicable 
federal law.

     (i)  Nonalienation of Benefits.   No benefit under this Plan may be sold, 
assigned, transferred, conveyed, hypothecated, encumbered, anticipated or 
otherwise disposed of, and any attempt to do so shall be void except to a 
Beneficiary selected in accordance with Section 9(d) of this Plan or in the 
case of a QDRO as provided under Section 9 ( i ) of this Plan.  No such benefit



PAGE -17-
shall, prior to receipt thereof by an Employee be in any manner subject to the 
debts, contracts, liabilities, engagements, or torts of such Employee.

     ( j )  QDRO.  The right to payment under this Plan may be assigned to an 
Alternate Payee (defined below)  pursuant to a QDRO (defined below).  If the 
right to payment is assigned to an Alternate Payee pursuant to a QDRO, the 
Alternate Payee generally has the same rights as the Participant under the 
terms of the Plan, except that an Alternate Payee may not transfer the right 
to payment.  For purposes of this Section 9 ( i),  the word "QDRO" means a 
court order (1) that recognizes the right of a spouse or former spouse (an 
"Alternate Payee") of an individual who has amounts deferred under this Plan to
an interest in such deferral relating to marital property rights and (2) that 
the Company determines to be a "qualified domestic relations order," as that 
term is defined in section 414(p) of the Code, but for the fact that the Plan 
is not a plan described in section 3(3) of the ERISA.

SECTION 10.  ADMINISTRATION OF THE PLAN.

     (a)  Administration by the Company.  The Company shall be responsible for 
the general operation and administration of this Plan and for carrying out the 
provisions thereof.

     (b)  General Powers of Administration.  All provisions set forth in the 
Qualified Plan with respect to the administrative powers and duties of the 
Company, expenses of administration and procedures for filing claims shall
also be applicable with respect to this Plan.  The Company shall be entitled to
rely conclusively upon all tables, valuations, certificates, opinions and 
reports furnished by any actuary, accountant, controller, counsel or other 
person employed or engaged by the Company with respect to this Plan.

SECTION 11.  AMENDMENT OR TERMINATION.

     (a)  Amendment or Termination.  The Company reserves the right to amend or
terminate the Plan when, in the sole opinion of the Company, such amendment or 
termination is advisable.  Such determination may be reflected either by 
consent of the Board of Directors or by action of the SERP Administrative 
Committee, duly authorized by the Board of Directors to act on its behalf.

     (b)  Effect of Amendment or Termination.  No amendment or termination of 
this Plan shall directly or indirectly reduce the balance of any Participant's 
Accounts held hereunder as of the effective date of such amendment or 
termination.  Upon termination of this Plan, distribution of amounts in 
Participant accounts shall be made to the Participant in the manner prescribed 
in Section 8(b) of this Plan without regard to whether the Participant has a 
Termination Date and without regard to any alternative distribution options 
under Section 8(c) of this Plan.

SECTION 12.  DEFINITIONS.

     (a)  "Accounts"  shall have the meaning prescribed in Section 7(a).  

     (b)  "Affiliate"  means any entity (whether corporation, partnership, 
joint venture or otherwise) a substantial percentage of the equity interest 
of which is owned by the Company, by one or more Subsidiaries, or by the 
Company together with one or more Subsidiaries and which has been designated 
by the Company as an Affiliate for purposes of this Plan.

     (c)  "Affiliated Group"  means the Company, each Subsidiary and each 
Affiliate.



PAGE -18-
     (d)  "Beneficiary"  means the person or persons determined under Section 
9(d) of this Plan, who are to receive the Participant's Plan Benefit in the 
event of his or her death prior to the complete distribution thereof.

     (e)  "Company" means Intel Corporation, a Delaware corporation.

     (f) "Deferred Compensation Account(s)" means the Account(s) maintained on 
the Company's books which is credited with accumulated Discretionary Company 
Amounts for purposes of eventual contribution to the Qualified Plan or this 
Plan as tax law and the terms of such Plans permit.

     (g)  "Discretionary Company Account" means the account described in 
Section 7 of this Plan which is maintained on the books of the Company and 
which reflects, with respect to each Participant, the accumulated balance of 
amounts set aside (including any gains or losses thereon) pursuant to Section 4
of this Plan.

     (h)  "Discretionary Company Amount" means, for any Plan Year, the amount 
which the Company, in its sole discretion, may determine as eligible to be set 
aside for purposes of contribution to the Qualified Plan and to this Plan.

     (i)  "Discretionary Intel Account(s)" means the accounts established by 
the Company within the trust which forms a part of the Qualified Plan and in 
which all Discretionary Intel Contributions are invested.

     (j)  "Discretionary Intel Contributions"  means the amount which the 
Company, in its sole discretion, may determine to be a profit-sharing 
contribution for a Plan Year and which shall first be contributed in accordance
with Section 4(a) of the Qualified Plan and then in accordance with Section 4
of this Plan.

     (k)  "Earnings" means the total compensation for personal services paid 
to an Eligible Employee by a Participating Company for a Plan Year including 
salary, executive, production and anniversary bonuses,  commissions, overtime, 
shift differentials (or, in the case of an Eligible Employee who is working 
outside the United States and is covered by the Company's expatriate policy, 
as amended from time to time, his or her base salary before reduction for 
retained taxes determined in accordance with the Company's expatriate policy), 
and amounts contributed to the Qualified Plan as Salary Deferrals, salary 
reduction contributions to the Company's Section 125 and 129 plan(s) and 
amounts contributed pursuant to Section 3(a) as Earnings Deferrals but 
excluding any compensation for periods prior to the date the Eligible Employee 
commences participation in the Qualified Plan or while he or she was not an 
Eligible Employee and excluding all or any portion of any items of 
compensation which are not considered by the Company to be part of the Eligible
Employee's regular earnings.  By way of illustration but not by way of 
limitation, such items include relocation bonuses or expense reimbursements and
any related payments, author incentives, recruitment or referral bonuses, 
foreign service premiums, differentials and allowances, imputed income pursuant
to Section 79 of the Code, income realized as a result of participation in any 
stock option, stock purchase or similar plan maintained by the Company and 
tuition or other reimbursements.  

     (l)  "Earnings Deferral(s)" means amounts elected by the Participant to be
credited to this Plan on his or her behalf pursuant to Section 3(a).

     (m)  "Earnings Deferral Account" means the account described in Section 7 
of this Plan which is maintained on the books of the Company and which, with 
respect to each Participant, 



PAGE -19-
reflects the accumulated balance of amounts set aside (including gains or 
losses thereon) pursuant to Section 3 of this Plan.

     (n)  "Eligible Employee" means any Employee of a Participating Company who
was classified by the Company as eligible to Participate in this Plan as a 
member of a select management group of highly compensated employees.  The 
following Employees shall not be considered to be Eligible Employees:

     (q)  An Employee whose employment is covered by a collective-bargaining 
agreement (unless such agreement expressly provides for participation in the 
Plan); 

     (2)  An Employee who is a nonresident alien with respect to the United 
States and who derives no earned income from a United States source (unless 
such Employee has been designated as an Eligible Employee by the Company);

     (3)  Any Employee or group of Employees designated by the Company as 
ineligible to participate in the Plan; and

     (4)  Any Employee who is a leased employee within the meaning of Section 
414(n) of the Code and who is providing services to any member of the 
Affiliated Group.
 
     (o)  "Employee" means any individual employed by a member of the 
Affiliated Group as a common-law employee and any individual who is a leased 
employee within the meaning of Section 414(n) of the Code and who is providing 
services to any member of the Affiliated Group.

     (p)  "Employment Relationship" means, with respect to an Employee, the 
period which begins on the date on which the Employee first works for 
compensation with a member of the Affiliated Group and which ends on the 
Employee's Termination Date.  An Employee shall not be considered to have 
terminated prior to resignation or discharge during the following periods:

     (1)  While on authorized leave of absence, while on a temporary layoff, 
when unable to work due to disability or sickness or when on jury duty, 
approved sabbatical, vacation or holiday; or

     (2)  When the Employee enters military service with the United States 
or any other country of which he or she is a citizen or resident.

An Employee shall be deemed to have been discharged as of the earlier of the 
date oral or written notice of discharge is actually received or the date a 
written notice of discharge is deposited in the Unites States mail, registered 
or certified, to the employee's last known address reflected on a member of 
the Affiliated Group's records.

     (q)  "Executive Bonus" means the bonus payable under  either the Company's
Executive Bonus Plan or Executive Officer Bonus Plan.  The Executive Bonus 
eligible for deferral shall be subject to adjustment for any necessary income 
tax or employment tax withholding.  Nothing herein contained shall be deemed to
constitute a guaranty that an Executive Bonus will be paid to any or all 
Participants in any particular Plan Year.
 
     (r)  "Participant" means an individual who participates in the Plan 
pursuant to Section 2.



PAGE -20-
     (s) "Participating Company" means the Company and each member of the 
Affiliated Group which has been designated as a Participating Company by the 
Company and which has accepted such designation by action of its board of 
directors.

     (t)  "Plan" means the Intel Corporation Sheltered Employee Retirement Plan
Plus as amended and restated effective November 1, 1995,  as further amended 
from time to time.

     (u)  "Plan Benefit" means a benefit to which the Participant is entitled 
under Section 8(a).

     (v)  "Plan Year" means the 12 month period beginning on January 1 and 
ending on December 31 of each year. 

     (w)  "Qualified Plan" shall mean either the Intel Corporation Profit 
Sharing Retirement Plan or the Intel Corporation 401(k) Savings Plan as the 
context requires.

     (x)  "Quarter" means a calendar quarter.

     (y)  "Salary Deferrals" means amounts contributed to the Qualified Plan 
on behalf of a Participant pursuant to Section 3(a) of such plan.

     (z)  "Subsidiary" means any corporation with respect to which the Company,
one or more Subsidiaries, or the Company together with one or more Subsidiaries
own not less than 80% of the total combined voting power of all classes of 
stock entitled to vote or not less than 80% of the total value of all shares of
all classes of stock.

     (aa)  "Termination Date" means any of the following:

     (1) The date an Employee dies while employed by a member of the Affiliated
Group;

     (2)  The date an Employee becomes Totally and Permanently Disabled while 
employed by a member of the Affiliated Group:

     (3)  The date an Employee ceases to be employed by a member of the 
Affiliated Group by reason of quit, discharge or retirement; or

     (4)  The first anniversary of the date on which the Employee is first 
absent from service with a member of the Affiliated Group for a reason other 
than death, disability, quit, discharge or retirement.

     (bb)  "Total and Permanent Disability" means the condition existing within
the meaning of the Intel Corporation Long Term Disability Plan.

     (cc) "Valuation Date" means the last business day of each month  and such 
other days as may be determined by the Company.

     (dd) "Year of Service" means the completion of 365 days (or 366 days in 
the event of a leap year) of service with a member of the Affiliated Group 
while the Employment Relationship exists.  An Employee's Years of Service shall
include any other period which constitutes Years of Service under such written 
and uniform rules as the Company may adopt from time to time.  An Employee's 
Years of Service shall be determined by the Company and such determination 
shall be conclusive and binding on all persons.



PAGE -21-
SECTION 13.  EXECUTION.

     To record the adoption of the Plan to read as set forth herein, the 
Company has caused its authorized officers to execute the same this 10th day 
of October, 1995.


                                                   INTEL CORPORATION


                                                   By /s/ Gordon E. Moore
                                                   ----------------------
                                                   As its Chairman of the Board
                                                          ---------------------



PAGE -22-
EXHIBIT 4.5
THIRD AMENDMENT TO WARRANT AGREEMENT

This Third Amendment to Warrant Agreement (this "Amendment") is made and 
entered into as of May 1, 1995, by and between Intel Corporation, a Delaware 
corporation (the "Company"), and Harris Trust and Savings Bank, an Illinois 
banking corporation ("Harris"), as Warrant Agent, for purposes of amending that
certain Warrant Agreement -- 1998 Step-Up Warrants to Purchase Common Stock, 
dated March 1, 1993, as amended by that certain First Amendment to Warrant 
Agreement, dated October 18, 1993, and that certain Second Amendment to Warrant
Agreement, dated January 17, 1994 (collectively, the "Warrant Agreement").

RECITALS
(a)     The Company issued 1998 Step-Up Warrants (the "Warrants") entitling 
holders to purchase 20,000,000 shares of the Company's Common Stock, $.001 par 
value (the "Common Stock") (as adjusted for previous stock splits);
(b)     On April 27, 1995, the Company's Board of Directors declared a two for 
one stock split to be effected as a special stock distribution of one share of 
Common Stock for each share of Common Stock outstanding (the "Split"); and
(c)     Pursuant to Sections 14(a), (h) and (k) of the Agreement, the Warrants 
will be adjusted, as of the June 16, 1995 payment date for the Split (the 
"Payment Date"), by reducing the per share exercise prices of each Warrant to 
one-half of the per share exercise prices in effect immediately prior to the 
Payment Date, and by issuing to each Warrant holder of record on the May 19, 
1995 record date for the Split, one additional Warrant at the adjusted per 
share exercise prices for each Warrant held as of such record date.

AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the Company and Harris agree 
as follows:

1.     Effective as of June 16, 1995, Section 2 of the Warrant Agreement is 
hereby amended to read in its entirety as follows:

            "SECTION 2.  Amount Issued.  Subject to the provisions of this 
       Agreement, Warrants to purchase no more than forty million (40,000,000) 
       Shares may be issued and delivered by the Company hereunder."

2.     Effective as of June 16, 1995, the second paragraph of Section 7 of the 
Warrant Agreement is hereby amended to read in its entirety as follows:
"Subject to the provisions of this Agreement, including Section 14, each 
Warrant shall entitle the holder thereof to purchase from the Company (and the 
Company shall issue and sell to such holder of a Warrant) one fully paid and 
nonassessable Share at the price set forth in the following table (such price, 
as it may be adjusted from time to time as provided in Section 14, being the 
"Exercise Price"):



PAGE -23-
Exercise Date   
After                   On or Before                  Exercise Price Per Share
- -----                   ------------                  ------------------------ 
May 13, 1993            March 14, 1994                $35.75**  
March 14, 1994          March 14, 1995                $37.25**  
March 14, 1995          March 14, 1996                $38.75  
March 14, 1996          March 14, 1997                $40.25  
March 14, 1997          March 14, 1998                $41.75  

**(expired prior to, but adjusted to reflect, stock distribution paid June 16, 
1995)" 

3.     Effective as of June 16, 1995, Exhibit A is replaced with the attached 
Exhibit A-3. 

4.     Except as expressly modified herein, the Warrant Agreement remains in 
full force and effect.

The parties hereto have caused this Amendment to be executed and delivered as 
of the date first set forth above.

Attest:                                   INTEL CORPORATION
/s/ Thomas R. Lavelle                     By:/s/ ARVIND SODHANI
                                          Name/Title: Arvind Sodhani, Treasurer

Attest:                                   HARRIS TRUST AND SAVINGS BANK 
______________________________            By:/s/ Richard C. Carlson
                                          Name/Title:Richard C. Carlson, 
                                          Vice President



PAGE -24-
EXHIBIT A-3 (REVISED 5/95)
[FORM OF FACE OF WARRANT CERTIFICATE]
VOID AFTER MARCH 14, 1998
No. C-                                         WARRANT TO PURCHASE ________
                                                     SHARES OF COMMON STOCK
                           INTEL CORPORATION
            1998 STEP-UP WARRANT TO PURCHASE COMMON STOCK
     This Warrant Certificate certifies that _________________ or registered 
assigns, is the registered holder of a 1998 Step-Up Warrant (the "Warrant") of 
Intel Corporation, a Delaware corporation (the "Company"), to purchase the 
number of shares (the "Shares") of Common Stock, $0.001 par value (the "Common 
Stock"), of the Company set forth above.  This Warrant expires at 5:00 p.m. New
York City time (the "Close of Business") on March 14, 1998 (the "Expiration 
Date"), unless such date is extended at the option of the Company, and entitles
the holder to purchase from the Company the number of fully paid and 
nonassessable Shares set forth above at the initial exercise price (the 
"Exercise Price"), payable in lawful money of the United States of America, 
determined in accordance with the following table:

        Exercise Date
        -------------
After the Close    On or Before the                       Exercise Price
  of Business      Close of Business                         Per Share
- ---------------    -----------------                      --------------
 May 13, 1993       March 14, 1994                           $35.75**
 March 14, 1994     March 14, 1995                           $37.25**
 March 14, 1995     March 14, 1996                           $38.75
 March 14, 1996     March 14, 1997                           $40.25
 March 14, 1997     March 14, 1998                           $41.75

**(expired prior to, but adjusted to reflect, stock distribution paid June 16, 
1995)

Subject to the terms and conditions set forth herein and in the Warrant 
Agreement referred to on the reverse hereof, this Warrant may be exercised 
upon surrender of this Warrant Certificate and payment of the aggregate 
Exercise Price at the office or agency of the Warrant Agent in New York, New 
York or in Chicago, Illinois (each such office, a "Warrant Agent Office").

The Exercise Price and the number of Shares purchasable upon exercise of this 
Warrant are subject to adjustment upon the occurrence of certain events as set 
forth in the Warrant Agreement.

No Warrant may be exercised prior to May 14, 1993 or after the Close of 
Business on the Expiration Date, unless the Company exercises its option to 
extend such date.  After the Close of Business on the Expiration Date, the 
Warrants will become wholly void and of no value.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT CERTIFICATE 
SET FORTH ON THE REVERSE HEREOF.  SUCH FURTHER PROVISIONS SHALL FOR ALL 
PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.



PAGE -25-
This Warrant Certificate shall not be valid unless countersigned by the 
Warrant Agent.

IN WITNESS WHEREOF, the Company has caused this Certificate to be executed by 
its duly authorized officers, and the corporate seal hereunto affixed.

Dated:  ________________

                                                        INTEL CORPORATION
                                                        By ____________________
[Corporate Seal of Intel Corporation]
ATTEST:
By __________________________________
Countersigned:
HARRIS TRUST AND SAVINGS BANK,
AS WARRANT AGENT
By __________________________________



PAGE -26-
[FORM OF REVERSE OF WARRANT CERTIFICATE]
INTEL CORPORATION

The warrant evidenced by this warrant certificate is a part of a duly 
authorized issue of 1998 Step-Up Warrants to purchase a maximum of forty 
million (40,000,000) Shares of Common Stock (subject to adjustment) issued 
pursuant to a Warrant Agreement, dated as of March 1, 1993, as the same has and
may be amended from time to time (the "Warrant Agreement"), duly executed and 
delivered by the Company to Harris Trust and Savings Bank, as Warrant Agent 
(the "Warrant Agent").  The Warrant Agreement hereby is incorporated by 
reference in and made a part of this instrument and is hereby referred to for 
a description of the rights, limitation of rights, obligations, duties and 
immunities thereunder of the Warrant Agent, the Company and the holders (the 
words "holders" or "holder" meaning the registered holders or registered 
holder) of the Warrants.  A copy of the Warrant Agreement may be inspected at 
the Warrant Agent Office and is available upon written request addressed to the
Company.  All terms used herein that are defined in the Warrant Agreement have 
the meanings assigned to them therein.

Warrants may be exercised to purchase Shares from the Company before the Close 
of Business on the Expiration Date, at the Exercise Price set forth on the face
hereof, subject to adjustment as described in the Warrant Agreement.  The 
holder of the Warrant evidenced by this Warrant Certificate may exercise such 
Warrant by surrendering the Warrant Certificate, with the form of election to 
purchase set forth hereon properly completed and executed, together with 
payment of the aggregate Exercise Price, in lawful money of the United States 
of America, and any applicable transfer taxes, at the Warrant Agent Office.

In the event that upon any exercise of the Warrant evidenced hereby the number 
of Shares actually purchased shall be less than the total number of Shares 
purchasable upon exercise of the Warrant evidenced hereby, there shall be 
issued to the holder hereof, or such holder's assignee, a new Warrant 
Certificate evidencing a Warrant to purchase the Shares not so purchased.  No 
adjustment shall be made for any cash dividends on any Shares issuable upon 
exercise of this Warrant.  After the Close of Business on the Expiration Date, 
unexercised Warrants shall become wholly void and of no value.

The Company shall not be required to issue fractions of Shares or any 
certificates that evidence fractional Shares.  In lieu of such fractional 
Shares, there shall be paid to holders of the Warrant Certificates with regard 
to which such fractional Shares would otherwise be issuable an amount in cash 
equal to the same fraction of the current market value (as determined pursuant 
to the Warrant Agreement) of a full Share.

Warrant Certificates, when surrendered at the Warrant Agent Office by the 
registered holder thereof in person or by a legal representative or attorney 
duly authorized in writing, may be exchanged, in the manner and subject to the 
limitations provided in the Warrant Agreement, but without payment of any 
service charge, for another Warrant Certificate or Warrant Certificates of like
tenor evidencing a Warrant to purchase in the aggregate a like number of 
Shares.

Upon due presentment for registration of transfer of this Warrant Certificate 
at the Warrant Agent Office, a new Warrant Certificate or Warrant Certificates 
of like tenor and evidencing a Warrant or Warrants to purchase in the aggregate
a like number of Shares shall be issued to the transferee in exchange for this 
Warrant Certificate, subject to the limitations provided in the Warrant 
Agreement, without charge, except for any tax or other governmental charge 
imposed in connection therewith.



PAGE -27-
The Company and Warrant Agent may deem and treat the registered holder hereof 
as the absolute owner of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone) for the purpose of any 
exercise hereof and for all other purposes, and neither the Company nor the 
Warrant Agent shall be affected by any notice to the contrary.



PAGE -28-
ELECTION TO EXERCISE
(TO BE EXECUTED UPON EXERCISE OF THE WARRANT)


     The undersigned hereby irrevocably elects to exercise the right, 
represented by this Warrant Certificate, to purchase _______ Shares and 
herewith tenders in payment for such Shares $______ in lawful money of the 
United States of America, in accordance with the terms hereof.  The undersigned
requests that a certificate representing such Shares be registered and 
delivered as follows:

___________________________________
Name

___________________________________
Address

___________________________________
Delivery Address (if different)

If such number of Shares is less than the aggregate number of Shares 
purchasable hereunder, the undersigned requests that a new Warrant 
Certificate representing the balance of such Shares be registered and delivered
as follows:

___________________________________
Name

___________________________________
Address

___________________________________
Delivery Address (if different)


___________________________________         ___________________________________
Social Security or Other Taxpayer           Signature
Identification Number of Holder             Note:  The above signature must 
                                            correspond with the name as written
                                            upon the face of this Warrant 
                                            Certificate in every particular, 
                                            without alteration or enlargement 
                                            or any change whatsoever.  If the 
                                            certificate representing the Shares
                                            or any Warrant Certificate 
                                            representing Warrants not exercised
                                            is to be registered in a name other
                                            than that in which this Warrant 
                                            Certificate is registered, the 
                                            signature of the holder hereof must
                                            be guaranteed.
SIGNATURE GUARANTEED:

___________________________________



PAGE -29-
ASSIGNMENT
(TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH
HOLDER DESIRES TO TRANSFER THE WARRANT CERTIFICATE)


     FOR VALUE RECEIVED,  the undersigned registered holder hereby sells, 
assigns and transfers unto

___________________________________
Name of Assignee

___________________________________
Address of Assignee

this Warrant Certificate, together with all right, title and interest therein, 
and does irrevocably constitute and appoint ____________________ attorney, to 
transfer the within Warrant Certificate on the books of the Warrant Agent, with
full power of substitution.




___________________________________         ___________________________________
Dated                                       Signature

                                            Note:  The above signature must 
                                            correspond with the name as written
                                            upon the face of this Warrant 
                                            Certificate in every particular, 
                                            without alteration or enlargement 
                                            or any change whatsoever.


___________________________________
Social Security or Other Taxpayer
Identification Number of Assignee


SIGNATURE GUARANTEED:

___________________________________



PAGE -30-
EXHIBIT 5.1

[LETTERHEAD OF]
GIBSON, DUNN & CRUTCHER
LAWYERS
One Montgomery Street
Telesis Tower
SAN FRANCISCO, CALIFORNIA 94104-4505
(415) 393-8200
FACSIMILE: (415) 986-5309

October 17, 1995


(415) 393-8200                                                   C 42376-00012

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

     Re:     Registration Statement on Form S-8 with respect 
             to Intel Corporation's 401(k) Savings Plan and 
             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 the following 
securities (collectively, the "Securities"):  (i) an aggregate of 6,500,000 
shares of the Company's Common Stock, $0.001 par value, reserved for issuance 
under the Company's 401(k) Savings Plan (the "401(k) Plan"); (ii) an 
indeterminate amount of beneficial interests in the 401(k) Plan; and (iii) 
$245,000,000 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 Securities under the 401(k) Plan 
and SERPLUS.



PAGE -31-
Based upon the foregoing, and in reliance thereon, we are of the opinion that:

(1)     The Common Stock being offered under the 401(k) Plan, when issued in 
accordance with the provisions of the 401(k) Plan, will be validly issued, 
fully paid and nonassessable.

(2)     The Obligations being offered under SERPLUS, when issued 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,

                                                        GIBSON, DUNN & CRUTCHER
KRL/GTD



PAGE -32-
EXHIBIT 5.2

INTERNAL REVENUE SERVICE                             DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
2 CUPANIA CIRCLE
MONTEREY PARK, CA  91755
                                       Employer Identification Number:
DATE:  SEP 06, 1994                             94-1672743
                                       File Folder Number
INTEL CORPORATION                               770025375
C/O LOUIS M. DEMATTEI                  Person to Contact:
(BENEFITS TAX COUNSEL,                          NAN CHYO
INTEL CORPORATION)                     Contact Telephone Number:
2200 MISSION COLLEGE BLVD.                     (213) 725-0164
RN6-28                                 Plan Name:
SANTA CLARA, CA  95052                         INTEL CORPORATION
                                               PROFIT SHARING RETIREMENT PLAN
                                       Plan Number: 001
Dear Applicant:

We have made a favorable determination on your plan, identified above, based on
the information supplied.  Please keep this letter in your permanent records.

Continued qualification of the plan under its present form will depend on its 
effect in operation.  (See section 1.401-1(b)(3) of the Income Tax 
Regulations.)  We will review the status of the plan in operation periodically.

The enclosed document explains the significance of this favorable 
determination letter, points out some features that may affect the qualified 
status of your employee retirement plan, and provides information on the 
reporting requirements for your plan. It also describes some events that 
automatically nullify it.  It is very important that you read the publication.

This letter relates only to the status of your plan under the Internal Revenue 
Code.  It is not a determination regarding the effect of other federal or 
local statutes.

This determination is subject to your adoption of the proposed amendments 
submitted in your letter dated 070194.  The proposed amendments should be 
adopted on or before the date prescribed by the regulations under Code section 
401(b).

This determination letter is applicable for the amendment(s) adopted on 
120293.

The specific benefits, rights, or features (if any) for which you have provided
information satisfy the nondiscriminatory current availability requirement of 
section 1.401(a) (4)-4(b) of the regulations.  This letter may not be relied on
with regard to whether any other benefit, right or feature satisfies this 
requirement.
This plan has been mandatorily disaggregated, permissively aggregated, or 
restructured to satisfy the nondiscrimination requirements.

This plan satisfies the nondiscrimination in amount requirement of section 
1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe 
harbor described in the regulations.

This letter is issued under Rev. Proc. 93-939 and considers the amendments 
required by the Tax Reform Act of 1986 except as otherwise specified in this 
letter.



PAGE -33-
The information on the enclosed addendum is an integral part of this 
determination.  Please be sure to read and keep it with this letter.

We have sent a copy of this letter to your representatives as indicated in the
power of attorney.

If you have questions concerning this matter, please contact the person whose 
name and telephone number are shown above.

                                               Sincerely,
                                               /s/ RICHARD R. OROSCO
                                               Richard R. Orosco
                                               District Director

Enclosures:
Publication 794
Reporting & Disclosure Guide
  for Employee Benefit Plans
Addendum

This plan also satisfies the requirements of Code section 401(k).



PAGE -34-
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 401(K) Savings Plan and the Sheltered Employee 
Retirement Plan Plus of Intel Corporation of our report dated January 16, 1995,
with respect to the consolidated financial statements of Intel Corporation 
incorporated by reference in its Annual Report (Form 10-K) for the year ended 
December 31, 1994, and the related financial statement schedule included 
therein, filed with the Securities and Exchange Commission.

                                                            ERNST & YOUNG LLP

San Jose, California
October 16, 1995
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 87376}]
{"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": "033-63489", "film-number": "95581486"}, "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 18, 1995
Registration Statement No. _________________ 
===============================================================================
                       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 No.)
                             2200 Mission College Blvd.
                       Santa Clara, California 95052-8119
              (Address of Principal Executive Offices) (Zip Code) 
                      INTEL CORPORATION 401(k) SAVINGS PLAN
              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 
=========================================================================================
Title of            Amount to be         Proposed          Proposed          Amount of
securities          registered (1)       maximum           maximum           registration
to be                                    offering          aggregate         fee
registered                               price             offering 
                                         per share or      price
                                         obligation 
- -----------------------------------------------------------------------------------------
Common Stock       6,500,000 Shares      $63.125 (2)       $410,312,500 (2)   $141,487
Beneficial 
 Interests in 
 Intel Corporation 
 401(k) Savings 
 Plan (3)              -----               -----               -----            ----- 
Intel Corporation 
 Sheltered 
 Employee 
 Retirement Plan 
 Plus 
 Obligations (4)     $245,000,000          100%             $245,000,000     $84,482.76 
=======================================================================================
(1)   Based upon Intel Corporation's estimate of the number of shares of Common
Stock that will be issued pursuant to the 401(k) Savings Plan.  There is also 
being registered hereunder such additional undetermined number of shares of 
Common Stock which may be issued from time to time as a result of stock splits,
stock dividends or similar transactions.
(2)   Estimated solely for purposes of calculating the registration fee 
pursuant to Rule 457(h)(1) and (c).  The maximum aggregate offering price is 
based on 6,500,000 shares available for issuance under the 401(k) Savings Plan,
multiplied by $63.125, the average of the high and low prices of the Common 
Stock of Intel Corporation as reported for October 16, 1995 on the Nasdaq
National Market, for proceeds of $410,312,500.
(3)   In addition, pursuant to Rule 416(c), this registration statement also 
covers an indeterminate amount of interests to be offered or sold pursuant to 
the 401(k) Savings Plan.  Includes related interests in the trust created 
pursuant to the 401(k) Savings Plan.  The required information regarding 
beneficial interests is subsumed in the information above regarding Common 
Stock.
(4)  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.

            This Registration Statement consists of 34 sequentially 
            numbered pages, and the Exhibit Index appears on page 9.  

PAGE -2-
INTRODUCTION This Registration Statement on Form S-8 is filed by Intel 
Corporation, a Delaware corporation (the "Company" or the "Registrant"), 
relating to 6,500,000 shares of its common stock, par value $0.001 per share 
(the "Common Stock"), issuable to eligible employees of the Company or any 
parent or subsidiary of the Company under the Company's 401(k) Savings Plan 
(the "401(k) Plan"), as well as to beneficial interests in the 401(k) Plan, and
$245,000,000 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").  The 
401(k) Plan and SERPLUS are referred to herein, collectively, as the "Plans."

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*

* Information required by Part I of Form S-8 to be contained in the Section 
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"), 
and the Note to Part I 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 latest Annual Report on Form 10-K for the fiscal year 
           ended December 31, 1994;
     (ii)  All other reports filed pursuant to Section 13(a) or 15(d) of the 
           Securities Exchange Act of 1934 (the "Exchange Act") since the end 
           of the fiscal year covered by the Annual Report referred to in (i) 
           above; and
     (iii) The description of the Company's Common Stock contained in Amendment
           No. 1 to the Company's Registration Statement on Form S-3 
           (Registration No. 33-56107), filed with the Commission on April 18, 
           1995, including any amendment or report filed for the purpose of 
           updating such description.

All reports and other documents filed by the Company pursuant to Sections 
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this 
Registration Statement and prior to the filing of a post-effective amendment 
hereto, which indicates that all securities offered hereunder have been sold 
or which deregisters all securities then remaining unsold, shall be deemed to 
be incorporated by reference herein and to be a part hereof from the date of 
filing of such documents.

PAGE -3-
For purposes of this Registration Statement, 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 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 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.

The Common Stock of the Company is registered under Section 12 of the Exchange 
Act. 
$245,000,000 of SERPLUS Obligations are being registered under this 
Registration Statement to be offered to certain eligible employees of the 
Company pursuant to SERPLUS.  The Obligations are general unsecured obligations
of the Company to pay deferred compensation in the future in accordance with 
the terms of SERPLUS from the general assets of the Company, and rank 'pari 
passu' with other unsecured and unsubordinated indebtedness of the Company from
time to time outstanding.

The amount of compensation deferred by each participant ("Participant") in 
SERPLUS is determined in accordance with SERPLUS based upon elections by each 
Participant.  Obligations in an amount equal to each Participant's deferral 
account under the Plan (consisting of deferred salary and bonus amounts, vested
Company profit-sharing contributions and any appreciation or depreciation in 
value thereon) will be payable upon the Participant's termination or retirement
either in an immediate lump-sum distribution or, upon the election of a 
Participant, in a lump-sum deferred to the year following termination or 
retirement or in installments over a five- or ten-year period.  Obligations 
attributable to any discretionary Company profit-sharing contributions are not
being registered pursuant to this Registration Statement because such 
contributions (if any) are automatically credited to SERPLUS accounts by the 
Company on behalf of Participants without Participants being obligated to make 
any deferred compensation contributions.

Under SERPLUS, Obligations for each Participant will be considered to have 
been invested, (i) with respect to salary and bonus deferral amounts credited 
to SERPLUS as a result of the Internal Revenue Code limits on contributions to
the 401(k) Plan or otherwise, in the same manner that such Participant's funds 
are invested under the Company's 401(k) Plan, and (ii) with respect to amounts 
credited to SERPLUS as a result of the limits on contributions by the Company 
on behalf of the Participant under the Company's Profit-Sharing Retirement Plan
(the "Profit-Sharing Plan"), in the same manner that the Participant's funds 
are invested under the Profit-Sharing Plan.  All amounts in a Participant's 
SERPLUS account will be credited with investment gains or losses accordingly. 

A Participant's Obligations cannot be alienated, sold, transferred, assigned, 
pledged, attached or otherwise encumbered by the Participant, and pass only to 
a survivor beneficiary under the Profit-Sharing Plan or the 401(k) Plan, or by 
will or the laws of descent and distribution, or pursuant to a qualified order 
which recognizes the rights of a spouse or former spouse to share in such 
Obligations.

The Obligations are not subject to redemption, in whole or in part, prior to 
the termination, retirement or death of the Participant.  However, the Company 
reserves the right to amend or terminate SERPLUS at any time, except that no 
such amendment or 

PAGE -4-
termination shall adversely affect a Participant's right to 
Obligations in the amount of the Participant's SERPLUS accounts as of the date 
of such amendment or termination.

The Obligations are not convertible into any other security of the Company.  
The Obligations will not have the benefit of a negative pledge or any other 
affirmative or negative covenant on the part of the Company.  No trustee has 
been appointed having the authority to take action with respect to the 
Obligations and each Participant will be responsible for acting independently 
with respect to, among other things, the giving of notices, responding to any 
requests for consents, waivers or amendments pertaining to the Obligations, 
enforcing covenants and taking action upon a default.

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 and the Bylaws of the 
Company contain provisions covering indemnification of corporate directors 
and officers against certain liabilities and expenses incurred as a result of 
proceedings involving such persons in their capacities as directors and 
officers, including proceedings under the Securities Act and the Exchange Act.

In addition to the above, the Company has entered into indemnification 
agreements (the "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 is described in 
the preceding paragraph.  In addition, the Indemnification Agreements 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.

Exhibit No.     Description
- -----------     -----------
4.1             Intel Corporation Sheltered Employee Retirement Plan Plus, as 
                amended and restated, effective November 1, 1995.
4.2             Intel Corporation Certificate of Incorporation (incorporated by
                reference to Exhibit 3.1 of Registrant's Form 10-Q for the 
                quarter ended June 26, 1993 [Commission File No. 0-6217] as 
                filed on August 10, 1993).
4.3             Intel Corporation Bylaws as amended (incorporated by reference 
                to Exhibit 3.2 of Registrant's Form 10-Q for the quarter ended 
                September 25, 1993 [Commission File No. 0-6217] as filed on 
                November 9, 1993).

PAGE -5-
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 [Commission File No. 0-6217] as filed on
                March 28, 1986).
4.5             Warrant Agreement dated as of March 1, 1993, as amended, 
                between the Registrant and Harris Trust and Savings Bank (as 
                successor Warrant Agent) related to the issuance of 1998 
                Step-Up Warrants to Purchase Common Stock of Intel Corporation 
                (incorporated by reference to Exhibit 4.6 of Registrant's Form 
                10-K [Commission File No. 0-6217] as filed on March 25, 1993), 
                together with the First Amendment to Warrant Agreement dated as
                of October 18, 1993, the Second Amendment to Warrant Agreement 
                dated as of January 17, 1994 (incorporated by reference to 
                Exhibit 4.4 of the Registrant's Form 10-K [Commission File No.
                0-6217] as filed on March 25, 1994), and the Third Amendment to
                Warrant Agreement dated as of May 1, 1995.
5.1             Legal Opinion of Gibson, Dunn & Crutcher.
5.2             Internal Revenue Service determination letter regarding 
                qualification of the Intel Corporation 401(k) Savings Plan 
                under Section 401 of the Internal Revenue Code.
23.1            Consent of Gibson, Dunn & Crutcher (contained in Exhibit 5.1).
23.2            Consent of Independent Auditors. 
24              Power of Attorney (contained on signature page hereto).

Item 9.         Undertakings.
(a)             The undersigned Registrant hereby undertakes:
(1)             To file, during any period in which offers or sales are being 
                made, a post-effective amendment to this Registration Statement
                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.  
(2)             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.
(3)             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.
(b)             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 (and, where 
                applicable, each filing of an employee benefit plan's annual 
                report pursuant to 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.

PAGE -6-
(c)             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 Commission such indemnification is 
                against public policy as expressed in the Securities 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 Securities Act and will be governed by the final 
                adjudication of such issue.

PAGE -7-
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 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 20th day of
September, 1995.

                                               INTEL CORPORATION

                                               By: /s/ F. THOMAS DUNLAP, JR.
                                                   -------------------------
                                                   F. Thomas Dunlap, Jr.
                                                   Vice President and Secretary

POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints F. Thomas 
Dunlap, Jr. and Andy D. Bryant, and each of them, his or her true and lawful 
attorneys-in-fact and agents, each with full power of substitution and 
resubstitution, for him or her in any and all capacities, to sign any and all 
amendments to this Registration Statement and to file the same, with exhibits 
thereto and other documents in connection therewith, with the Securities and 
Exchange Commission, hereby ratifying and confirming all that either of said 
attorneys-in-fact and agents, 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
- ------------------- 
Gordon E. Moore             Chairman of the Board           September 20, 1995

/s/ ANDREW S. GROVE
- ------------------- 
Andrew S. Grove             Principal Executive Officer, 
                            President and Director          September 20, 1995
/s/ CRAIG R. BARRETT
- -------------------- 
Craig R. Barrett            Executive Vice President, 
                            Chief Operating Officer and 
                            Director                        September 20, 1995
/s/ ANDY D. BRYANT
- ------------------
Andy D. Bryant              Vice President, Principal 
                            Accounting and Chief 
                            Financial Officer               September 20, 1995
/s/ WINSTON H. CHEN
- -------------------
Winston H. Chen             Director                        September 20, 1995 

PAGE -8-
/s/ D. JAMES GUZY
- ----------------- 
D. James Guzy               Director                        September 20, 1995

/s/ MAX PALEVSKY
- ---------------- 
Max Palevsky                Director                        September 20, 1995

/s/ ARTHUR ROCK
- --------------- 
Arthur Rock                 Director                        September 20, 1995

/s/ JANE E. SHAW
- ---------------- 
Jane E. Shaw                Director                        September 20, 1995

/s/ LESLIE L. VADASZ
- -------------------- 
Leslie L. Vadasz            Director                        September 20, 1995

/s/ DAVID B. YOFFIE
- ------------------- 
David B. Yoffie             Director                        September 20, 1995

/s/ CHARLES E. YOUNG
- -------------------- 
Charles E. Young            Director                        September 20, 1995 

The 401(k) 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 20th 
day of September, 1995.
                                        INTEL CORPORATION 401(k) SAVINGS PLAN
                                        By: /s/ARVIND SODHANI
                                        ---------------------
                                        Name: Arvind Sodhani
                                        Title: Vice President and Treasurer,
                                        Intel Corporation

PAGE -9-
INDEX TO EXHIBITS
                                                                  Sequentially
Exhibit No.    Description                                        Numbered Page
4.1            Intel Corporation Sheltered Employee Retirement 
               Plan Plus, as amended and restated, effective 
               November 1, 1995.                                       10

4.2            Intel Corporation Certificate of Incorporation 
               (incorporated by reference to Exhibit 3.1 of 
               Registrant's Form 10-Q for the quarter ended June 
               26, 1993 [Commission File No. 0-6217] as filed on 
               August 10, 1993).                                       --

4.3            Intel Corporation Bylaws as amended (incorporated 
               by reference to Exhibit 3.2 of Registrant's Form 
               10-Q for the quarter ended September 25, 1993 
               [Commission File No. 0-6217] as filed on 
               November 9, 1993).                                      --

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 
               [Commission File No. 0-6217] as filed on March 28, 
               1986).                                                  --

4.5            Warrant Agreement dated as of March 1, 1993, as 
               amended, between the Registrant and Harris Trust and 
               Savings Bank (as successor Warrant Agent) related to 
               the issuance of 1998 Step-Up Warrants to Purchase 
               Common Stock of Intel Corporation (incorporated by 
               reference to Exhibit 4.6 of Registrant's Form 10-K 
               [Commission File No. 0-6217] as filed on March 25, 
               1993), together with the First Amendment to Warrant 
               Agreement dated as of October 18, 1993, the Second 
               Amendment to Warrant Agreement dated as of January 17, 
               1994, (incorporated by reference to Exhibit 4.4 of 
               Registrant's Form 10-K [Commission File No. 0-6217] as 
               filed on March 25, 1994), and the Third Amendment to 
               Warrant Agreement dated as of May 1, 1995.              22

5.1            Legal Opinion of Gibson, Dunn & Crutcher.               30
5.2            Internal Revenue Service determination letter 
               regarding qualification of the Intel Corporation 
               401(k) Savings Plan under Section 401 of the Internal
               Revenue Code.                                           32

23.1           Consent of Gibson, Dunn & Crutcher (contained in 
               Exhibit 5.1).                                           --
23.2           Consent of Independent Auditors.                        34
24             Power of Attorney (contained on signature page hereto). --

PAGE -10-
EXHIBIT 4.1
INTEL CORPORATION
SHELTERED EMPLOYEE RETIREMENT PLAN PLUS
(As Amended and Restated Effective November 1, 1995)

SECTION 1.  ESTABLISHMENT AND PURPOSE OF THE PLAN.

The Intel Corporation Sheltered Employee Retirement Plan Plus ("SERPLUS" or 
"this Plan") is a nonqualified benefit plan which was established effective 
December 1, 1991.  As established, SERPLUS consists of two separate components;
one, SERPLUS permits certain discretionary employer contributions in excess of 
the tax limits applicable to the Intel Corporation Profit Sharing Retirement 
Plan, and two, SERPLUS permits certain deferrals of earnings in excess of the 
limit imposed by Section 402(g)(1) of the Internal Revenue Code of 1986, as 
amended ( "the Code").

Effective November 1, 1995, SERPLUS is amended and restated in its entirety.  
As amended and restated, SERPLUS continues to permit discretionary employer 
contributions and earnings deferrals, but it also permits Eligible Employees to
defer certain bonus amounts without regard to whether the limit imposed by 
Section 402(g)(1) has been met.  Both the original and restated plans are 
intended to enhance the opportunity of Eligible Employees to share in the 
Company's profits on a tax deferred basis and to enhance the opportunity of 
Eligible Employees to increase savings for retirement on a tax deferred basis. 
The Plan is intended to be an unfunded plan maintained primarily for the 
purpose of providing deferred compensation to a select group of management or 
highly compensated employees as described in Section 401(a)(1) of the 
Employee Retirement Income Security Act of 1974, as amended (ERISA).  Certain 
capitalized terms used in the text of this Plan are defined in Section 12 in 
alphabetical order.

SECTION 2.  ELIGIBILITY AND PARTICIPATION.

     (a)  Commencement of Participation - Discretionary Company Contributions. 
In the case of contributions made pursuant to Section 4 of this Plan, each 
Eligible Employee shall automatically commence participation in this Plan on 
the later of:

     (1)  The first day of the Quarter which follows or is coincident with the 
date he or she completes one Year of Service; or

     (2)  The date he or she first becomes an Eligible Employee.

     (b)  Commencement of Participation - Earnings Deferrals.  In the case of 
Earnings Deferrals, an Eligible Employee may commence participation in the 
Plan after completion of one Year of Service.  Such commencement shall be 
effective as of the first day of the following Plan Year provided that he or 
she has given notice of such election in the manner prescribed by the Company 
at least 30 days prior to the commencement of such Plan Year.

     (c)  Reemployed Employees.  In the case of a former Employee who is 
rehired by the Company, service performed before the break in service shall 
count in determining the completion of one Year of Service unless the Employee 
has incurred a "permanent service break" as the term is defined in the 
Qualified Plan.

     (d)  Suspension.  A Participant's participation in this Plan shall be 
suspended for any period with respect to which he or she is not an Eligible 
Employee.  With respect to any period of suspension, a Participant shall not 
receive an allocation of any Discretionary Company Amounts and 

PAGE -11-
shall not elect to defer Earnings, but such Participant's Accounts shall 
continue to accrue income, gains and losses without regard to the suspension 
of participation.

     (e)  Termination of Participation.  A Participant's participation in this 
Plan shall terminate as of the earlier of (i) the date on which such 
Participant's entire Plan Benefit has been distributed, (ii) the date of such 
Participant's death or (iii) on the Participant's Termination Date in the event
that such Participant's Termination Date occurs at a time when he or she is not
entitled to any Plan Benefit.

SECTION 3.  EARNINGS DEFERRALS.

     (a)  Earnings Deferrals.  A Participant who has elected participation 
under Section 2(b) may make two separate elections with respect to the 
deferral of  Earnings.

     (1)  A Participant may elect to defer his or her Executive Bonus in 
increments of 25%, 50% or 100% of the Executive Bonus, and have his or her 
taxable compensation reduced by amounts so deferred without regard to whether 
the Participant's Salary Deferrals in the Qualified Plan equal the limits 
imposed by Section 402(g)(1) of the Code.  In the case of a Participant 
election to defer 100% of the Executive Bonus, the amount eligible for deferral
shall be reduced by amounts which the Participant has elected to contribute to 
the Intel Corporation Stock Participation Plan.

     (2)  A Participant may elect to have his or her taxable compensation 
reduced and the corresponding Earnings Deferrals credited to this Plan on his 
or her behalf in an amount equal to the percentage of his or her Earnings 
(determined without regard to the limit imposed by Section 401(a)(17) of the 
Code) which such Participant has elected to defer as a Salary Deferral in the 
Qualified Plan.  No election under this subsection shall be effective until the
Participant's Salary Deferrals contributed to the Qualified Plan equal the 
limits imposed by Section 402(g)(1) of the Code.  Any percentage reduction 
which the Company imposes on "highly compensated employee(s)" as that term is 
defined in Section 414(q) of the Code in order to comply with the actual 
deferral percentage test of Section 401(k)(3) of the Code shall automatically 
apply to limit the percentage of Earnings which can be deferred under this 
subsection.  An election under this section shall continue to be effective to 
defer Earnings in subsequent Plan Years unless the Participant has revoked such
election or selected a different rate of deferral pursuant to Section 3(b).

A Participant's election to commence Earnings Deferrals shall constitute an 
election (for federal tax purposes, and wherever permitted for state, local and
foreign tax purposes) to have his or her taxable compensation reduced by the 
amount of all Earnings Deferrals.

A Participant's Earnings Deferrals shall be credited to his or her Deferred 
Account(s).

     (b)  Selection and Change of Rate by Participant.  Each Plan Year, a 
Participant's initial designation of deferral rate under Section 3(a)(2) shall 
be determined by reference to the rate selected pursuant to the provisions of 
the Qualified Plan.  The designation of deferral rate under Section 3(a)(1) 
shall be made no later than 30 days before the end of the tax year which 
precedes the beginning of the year in which the Executive Bonus is earned 
(the "earnings year") provided that deferral elections covering Executive Bonus
payments which are earned as of December 31, 1995 and which are payable in 
1996 will be effective if they are received by the Company no later than 
December 1, 1995.  No Participant shall be permitted to increase the rate of 
deferral during the year to which the election relates.

     (1)  A Participant may change the rate of his or her Earnings Deferrals 
under Section 3(a)(2) to any lower rate permitted by the Company as of the 
first day of any Quarter after the beginning of 

PAGE -12-
any Plan Year by giving notice in the manner prescribed by the Company at least
30 days prior to such date.  The Company, in its sole discretion, may change 
the due date for the giving of such notice provided that any change  in the due
date shall be communicated to affected Participants and be uniformly applied.  
A Participant may elect to cease making any Earnings Deferrals under Section 
3(a)(2) by giving notice in the manner prescribed by the Company.  Such 
election shall take effect as soon as practicable, but no earlier than the 
period that starts after the Company receives such notice;  provided, however, 
that no cessation shall take effect before any pay period which ends before 
March 16 of any Plan Year.  Any Participant who elects to discontinue Earnings 
Deferrals under Section 3(a)(2) shall not be permitted to reinstate any such 
deferrals for the remainder of the Plan Year.

     (2)  A Participant may not change the rate of deferral selected for the 
Executive Bonus under Section 3(a)(1) during the tax year in which the bonus 
is earned or during the following tax year in which it is to be paid.  Between 
the date of the initial deferral election and December 31 of the year 
preceding the earnings year, a Participant may, by giving notice in the manner 
prescribed  by the Company, revoke the initial deferral election and elect to 
include the entire Executive Bonus in taxable compensation for the year in 
which it is paid.

     (c)  Other Methods.  The Company reserves the right to select other 
procedures for determining Earnings Deferral rates pursuant to this Section 3, 
provided that such other procedures are communicated to affected Participants, 
are uniformly applied and do not cause the Qualified Plan to violate any tax 
rules governing Salary Deferrals.

     (d)  Manner of Payment.  Earnings Deferrals shall be made through payroll 
deductions from the Participant's Earnings.  Amounts deducted through payroll 
shall be retained by the Company and shall be credited to an Earnings Deferral 
account maintained by the Company with respect to each Participant.

SECTION 4.  DISCRETIONARY INTEL CONTRIBUTIONS.

     (a)  Discretionary Intel Contributions.  For any Plan Year in which the 
Company determines a Discretionary Company Amount is eligible for contribution 
or for any Plan Year in which the Company determines, in its sole discretion, 
that accumulations in the Deferred Compensation Account become eligible for 
contribution, any such amounts, including accumulations where appropriate, 
shall first be contributed and allocated to participants in the Qualified Plan 
in accordance with Section (4) of such Plan.  If the limits of Sections 415(c)
(1) or 401(a)(17) of the Code apply to restrict contributions in the Qualified 
Plan to a Participant of this Plan, any Discretionary Company Amount, together 
with any accumulations in the Deferred Compensation Account, which remain 
after contributions have been allocated to the Qualified Plan for such Plan 
Year shall be considered eligible for allocation under Section 4(b) below.

     (b)  Allocation.  Amounts under Section 4(a) that are eligible for 
allocation shall be allocated to Participants by first determining the amount 
which would have been allocated under Section 4(c) of the Qualified Plan as 
if the limitations of Section 415(c)(1)(A) and 401(a)(17) had not applied and 
as if Earnings Deferrals to this Plan were included within the definition of 
Earnings under the Qualified Plan.  The excess of the amount so determined 
over the allocation of the Discretionary Intel Contribution to the Participant 
in the Qualified Plan for the Plan Year shall be credited to the Participant's 
Discretionary Company Account for the Plan Year as of the date on which 
Discretionary Intel Contributions are made to the Qualified Plan.

     (c) Automatic Participation.  All Eligible Employees who are entitled to 
an allocation of Discretionary Intel Contributions pursuant to the Qualified 
Plan and who are limited as described in 

PAGE -13-
Section 4(a), above, shall automatically be entitled to share in any 
Discretionary Company Amounts or Deferred Compensation Account balances.

SECTION 5.  WITHDRAWAL OF EARNINGS DEFERRALS.

     (a)  Withdrawals Limited to Financial Hardship.  No Participant may 
withdraw any amount credited to his or her Discretionary Company Account while 
such Participant is an Employee of the Company.  No Participant may withdraw 
any Earnings Deferrals from his or her Earnings Deferral Account unless the 
withdrawal is necessary to meet and does not exceed the amount of the financial
hardship as defined in Section 5(b).  Such withdrawal shall be requested in 
the manner prescribed by the Company.

     (b)  Financial Hardship Defined.  A "Financial Hardship" will be 
considered to exist in the case of an unforeseeable emergency resulting from 
one or more of the following events:

     (1)  A sudden and unexpected illness or accident of the Participant or a 
dependent (as defined in Section 152(a) of the Code) of the Participant;

     (2)  A loss of the Participant's property due to casualty; or

     (3)  Other similar and extraordinary and unforeseeable circumstances 
arising as a result of events beyond the control of the Participant.

     (c)  Limit on Amount of Hardship.  The circumstances which constitute a 
Financial Hardship under Section 5(b) will depend on the facts of each case, 
but, in any case, payment may not be made to the extent that such hardship is 
or may be relieved:

     (1)  Through reimbursement or compensation by insurance or otherwise;

     (2)  By liquidation of the Participant's assets, to the extent the 
liquidation of such assets would not itself cause severe Financial Hardship; or

     (3)  By cessation of Earnings Deferrals under Section 3(a)(2) of this 
          Plan.

     (d)  Payment of Withdrawals.  Any withdrawal pursuant to this Section 5 
shall be paid within  90 days (or such additional period as is reasonably 
required) after the Valuation Date next following the Company's receipt and 
approval of the withdrawal request.

     (e)  Limitation on Withdrawals.  No Participant shall make more than one 
withdrawal pursuant to this Section 5 during any 12-month period.  The Company,
in its sole discretion, may permit more frequent withdrawals pursuant to this 
Section 5 provided that any change in the rules limiting such withdrawals shall
be uniformly applied.  No earnings which may have been credited to the Earnings
Deferral Account due to investment allocations made pursuant to Section 7 of 
this Plan shall be eligible for withdrawal under this Section.

SECTION 6.  VESTING AND FORFEITURES.

     (a)  Vesting in Earnings Deferral Account.  A Participant shall always 
have a 100% vested interest in his or her Earnings Deferral Account.

PAGE -14-
     (b)  Vesting in Discretionary Company Accounts.  A Participant's entire 
interest in his or her Discretionary Company Account shall become 100% vested 
when the earliest of the following occurs:

     (1)  Attainment of Age 60.  Such Participant is an Employee after he or 
she has attained age 60;

     (2)  Death.  Such Participant dies while an Employee; or

     (3)  Total and Permanent Disability.  Such Participant is Totally and 
Permanently Disabled while an Employee.

     (c)  Deferred Vesting in Discretionary Company Accounts.  A Participant 
who is not otherwise 100% vested in his or her Discretionary Company Account 
pursuant to Section 6(b) shall become vested pursuant to the following 
schedule:

         Completed Years of Service                   Vested Percentage

         Less than 3                                  0   (Percent)
         3 but less than 4                            20  (Percent)
         4 but less than 5                            40  (Percent)
         5 but less than 6                            60  (Percent)
         6 but less than 7                            80  (Percent)
         7 or more                                    100 (Percent)

If a Participant's Termination Date occurs before he or she is 100% vested, 
amounts which are not vested shall be forfeited to the Company and shall be 
deleted from Discretionary Company Accounts.  If a Participant is reemployed 
after forfeiting Discretionary Company Account balances, the forfeited amount 
shall not be reinstated.

If a Participant is reemployed by the Company before incurring a "permanent 
service break" as that term is described in the Qualified Plan, the service 
before the break shall count for purposes of determining "Years of Service" 
under this Section and for purposes of vesting in Discretionary Company 
Accounts related to contributions made following reemployment.

SECTION 7.  INVESTMENT AND ACCOUNTS.

     (a)  Accounts.  The following accounts (collectively, the "Accounts") 
shall be maintained for each Participant:

     (1)  Earnings Deferral Account which consists of amounts contributed 
pursuant to Section 3 together with the earnings thereon, if any; and 

     (2)  Discretionary Company Account which consists of amounts contributed 
pursuant to Section 4 together with the earnings thereon, if any.

      (b)  Investment Choices.  A Participant's Earnings Deferral Account shall
be considered to have been invested in accordance with the Participant 
directions given for investment of Deferred Accounts in the Qualified Plan.  A 
Participant's Earnings Deferral Account shall be credited with 

PAGE -15-
investment gains or losses which such Account would yield if it were invested 
in accordance with such directions.  A Participant's Discretionary Company 
Account shall be considered to have been invested in the Discretionary Intel 
Account in the Qualified Plan and shall be credited with investment gains and 
losses which such Account would yield if it were invested in such Discretionary
Intel Account.  A Participant's election pursuant to Section 11(a) of the 
Qualified Plan (affecting Participants who have attained age 55) shall be 
applied to the same extent in determination of investment gains and losses in 
such Participant's Discretionary Company Account.

      (c)  No Requirement of Actual Investment.  The Company shall be under no 
obligation to actually invest in funds comparable to those available for 
investment of Qualified Plan assets.  The references to accounts in the 
Qualified Plan are for purposes of measuring earnings only.

SECTION 8.  AMOUNT AND DISTRIBUTION OF PLAN BENEFITS.

     (a)  Amount of Plan Benefits.  A Participant's Plan Benefit shall consist 
of the value of such Participant's Accounts, to the extent vested.  The value 
of the Participant's Plan Benefit shall be determined as of a Valuation Date, 
selected by the Company based on administrative considerations, that precedes 
the Participant's benefit commencement date.
     (b)  Form and Time of Distribution:  General Rule.  Unless the Participant
has elected a distribution under Section 8(c), in the manner prescribed by the 
Company, the distribution of the Participant's Plan Benefit shall be made in a 
cash lump sum as soon as reasonably practicable after the Valuation Date next 
following the Participant's Termination Date, but not later than 60 days after 
such Termination Date unless delay is reasonably necessary for the Company to 
locate the Participant (or his or her Beneficiary).

     (c)  Alternative Distribution Options.  An Eligible Employee with a 
current or projected Earnings Deferral Account or a Discretionary Company 
Account as of December 31, 1995 may irrevocably select one of the alternative 
distributions options in this subsection by submitting an election form with 
the Company between November 1, 1995 and December 1, 1995.  All other Employees
of the Company will be permitted to irrevocably select an alternative 
distribution option under this subsection in a manner acceptable to the Company
at any time prior to qualifying as an Eligible Employee or within 30 days after
first qualifying as an Eligible Employee.  Under each of the alternative 
distribution options, any amount which remains undistributed to such 
Participant shall continue to be credited with investment gains and losses in 
accordance with the investment allocations determined under Section 7 of this 
Plan until the Valuation Date which precedes payment of such amounts.  Payments
shall be made as soon as practicable after July 1 of each year to which payment
has been deferred unless delay is reasonably necessary for the Company to 
locate the Participant (or his or her Beneficiary).  The Company, in its sole 
discretion, may also accelerate the date payments would otherwise be made 
under the following two paragraphs:

     (1)  Lump Sum Deferral.  A Participant may elect to defer receipt of his 
or her Plan Benefit to the year following the year of the Participant's 
Termination Date.  

     (2)  Installment Distribution (5 or 10 Years).  A Participant may elect a 
distribution of his or her Plan Benefit in annual cash installments over either
a five year or a ten year period commencing with an annual payment in the year 
following the year in which such Participant's Termination Date occurs.  
Account balances, adjusted for applicable investment gains and losses, shall be
divided by the number of years remaining under the election to determine the 
amount of such annual installment.

SECTION 9. GENERAL PROVISIONS.

     (a)  Participant's Rights Unsecured.  The right of a Participant or his 
designated Beneficiary to receive a distribution hereunder shall be an 
unsecured claim against the general assets of the Company, and neither the 
Participant nor a designated Beneficiary shall have any rights in or against 

PAGE -16-
any specific assets of the Company.  Notwithstanding the previous sentence, the
Company reserves the right to establish a grantor trust, the assets of which 
shall remain subject to claims of creditors of the Company, to which Company 
assets may be invested to fund some or all of the liabilities represented by 
this Plan.  This Plan shall not be construed to require the Company to fund any
of the benefits payable under this Plan.

     (b)  No Guarantee of Benefits.  Nothing contained in this Plan shall 
constitute a guaranty by the Company or any other person or entity that the 
assets of the Company will be sufficient to pay any benefit hereunder.

     (c)  No Right to Employment.  The establishment of this Plan, the granting
of benefits and any action of any member of the Affiliated Group or any other 
person shall not be held or construed to confer upon any person any right to be
continued as an Employee, or, upon dismissal, to confer any right or interest 
in this Plan other than as provided herein.  No provision of this Plan shall 
restrict the right of any member of the Affiliated Group to discharge any 
Employee at any time and for any reason.

     (d)  No Guarantee of Investment Earnings.  In determining investment 
yields by reference to corresponding funds in the Qualified Plan, Intel does 
not endorse any of the investment funds and does not guarantee that 
Participants will receive a positive return on the investment of SERPLUS 
Accounts by measuring performance in such manner.  

     (e)  Beneficiary.  Beneficiary designations pursuant to the Qualified 
Plan shall apply automatically to determine the Beneficiary or Beneficiaries 
under this Plan.  If the Participant fails to designate a Beneficiary or if the
named Beneficiary is not living when payment is to be made, then the ordering 
rules for determining Beneficiaries contained in the Qualified Plan shall be 
applied to determine the Beneficiary or Beneficiaries to receive payment under 
this Plan.  A Beneficiary shall continue to receive payment in installments 
under Section 8(c)(2) of this Plan unless the Company, in its sole discretion, 
decides that any remaining balance be paid in a cash lump sum.  

     (f)  Incapacity.  If in the Company's opinion, a Participant or 
Beneficiary for any reason is unable to handle properly any property 
distributable to him or her under the Plan, then the Company may make such 
arrangements which it determines to be beneficial to such Participant or 
Beneficiary for the distribution of such property, including (without 
limitation) the distribution of such property to the guardian, conservator, 
spouse or dependent(s) of such Participant or Beneficiary.

     (g)  Effect of Subsequent Changes in the Plan.  All benefits to which any 
Participant or Beneficiary may be entitled hereunder shall be determined under 
the Plan as in effect when the Participant's employment in the Affiliated 
Group terminates and shall not be affected by any subsequent changes in the 
Plan, unless the Participant is reemployed, in which case his or her benefit 
shall be based on the provisions of the Plan as in effect on the date his or 
her employment in the Affiliated Group terminates following reemployment.

     (h)  Governing Law.  This Plan shall be construed under the laws of the 
State of California, without reference to the principles of conflicts of law 
thereof, to the extent such construction is not pre-empted by any applicable 
federal law.

     (i)  Nonalienation of Benefits.   No benefit under this Plan may be sold, 
assigned, transferred, conveyed, hypothecated, encumbered, anticipated or 
otherwise disposed of, and any attempt to do so shall be void except to a 
Beneficiary selected in accordance with Section 9(d) of this Plan or in the 
case of a QDRO as provided under Section 9 ( i ) of this Plan.  No such benefit

PAGE -17-
shall, prior to receipt thereof by an Employee be in any manner subject to the 
debts, contracts, liabilities, engagements, or torts of such Employee.

     ( j )  QDRO.  The right to payment under this Plan may be assigned to an 
Alternate Payee (defined below)  pursuant to a QDRO (defined below).  If the 
right to payment is assigned to an Alternate Payee pursuant to a QDRO, the 
Alternate Payee generally has the same rights as the Participant under the 
terms of the Plan, except that an Alternate Payee may not transfer the right 
to payment.  For purposes of this Section 9 ( i),  the word "QDRO" means a 
court order (1) that recognizes the right of a spouse or former spouse (an 
"Alternate Payee") of an individual who has amounts deferred under this Plan to
an interest in such deferral relating to marital property rights and (2) that 
the Company determines to be a "qualified domestic relations order," as that 
term is defined in section 414(p) of the Code, but for the fact that the Plan 
is not a plan described in section 3(3) of the ERISA.

SECTION 10.  ADMINISTRATION OF THE PLAN.

     (a)  Administration by the Company.  The Company shall be responsible for 
the general operation and administration of this Plan and for carrying out the 
provisions thereof.

     (b)  General Powers of Administration.  All provisions set forth in the 
Qualified Plan with respect to the administrative powers and duties of the 
Company, expenses of administration and procedures for filing claims shall
also be applicable with respect to this Plan.  The Company shall be entitled to
rely conclusively upon all tables, valuations, certificates, opinions and 
reports furnished by any actuary, accountant, controller, counsel or other 
person employed or engaged by the Company with respect to this Plan.

SECTION 11.  AMENDMENT OR TERMINATION.

     (a)  Amendment or Termination.  The Company reserves the right to amend or
terminate the Plan when, in the sole opinion of the Company, such amendment or 
termination is advisable.  Such determination may be reflected either by 
consent of the Board of Directors or by action of the SERP Administrative 
Committee, duly authorized by the Board of Directors to act on its behalf.

     (b)  Effect of Amendment or Termination.  No amendment or termination of 
this Plan shall directly or indirectly reduce the balance of any Participant's 
Accounts held hereunder as of the effective date of such amendment or 
termination.  Upon termination of this Plan, distribution of amounts in 
Participant accounts shall be made to the Participant in the manner prescribed 
in Section 8(b) of this Plan without regard to whether the Participant has a 
Termination Date and without regard to any alternative distribution options 
under Section 8(c) of this Plan.

SECTION 12.  DEFINITIONS.

     (a)  "Accounts"  shall have the meaning prescribed in Section 7(a).  

     (b)  "Affiliate"  means any entity (whether corporation, partnership, 
joint venture or otherwise) a substantial percentage of the equity interest 
of which is owned by the Company, by one or more Subsidiaries, or by the 
Company together with one or more Subsidiaries and which has been designated 
by the Company as an Affiliate for purposes of this Plan.

     (c)  "Affiliated Group"  means the Company, each Subsidiary and each 
Affiliate.

PAGE -18-
     (d)  "Beneficiary"  means the person or persons determined under Section 
9(d) of this Plan, who are to receive the Participant's Plan Benefit in the 
event of his or her death prior to the complete distribution thereof.

     (e)  "Company" means Intel Corporation, a Delaware corporation.

     (f) "Deferred Compensation Account(s)" means the Account(s) maintained on 
the Company's books which is credited with accumulated Discretionary Company 
Amounts for purposes of eventual contribution to the Qualified Plan or this 
Plan as tax law and the terms of such Plans permit.

     (g)  "Discretionary Company Account" means the account described in 
Section 7 of this Plan which is maintained on the books of the Company and 
which reflects, with respect to each Participant, the accumulated balance of 
amounts set aside (including any gains or losses thereon) pursuant to Section 4
of this Plan.

     (h)  "Discretionary Company Amount" means, for any Plan Year, the amount 
which the Company, in its sole discretion, may determine as eligible to be set 
aside for purposes of contribution to the Qualified Plan and to this Plan.

     (i)  "Discretionary Intel Account(s)" means the accounts established by 
the Company within the trust which forms a part of the Qualified Plan and in 
which all Discretionary Intel Contributions are invested.

     (j)  "Discretionary Intel Contributions"  means the amount which the 
Company, in its sole discretion, may determine to be a profit-sharing 
contribution for a Plan Year and which shall first be contributed in accordance
with Section 4(a) of the Qualified Plan and then in accordance with Section 4
of this Plan.

     (k)  "Earnings" means the total compensation for personal services paid 
to an Eligible Employee by a Participating Company for a Plan Year including 
salary, executive, production and anniversary bonuses,  commissions, overtime, 
shift differentials (or, in the case of an Eligible Employee who is working 
outside the United States and is covered by the Company's expatriate policy, 
as amended from time to time, his or her base salary before reduction for 
retained taxes determined in accordance with the Company's expatriate policy), 
and amounts contributed to the Qualified Plan as Salary Deferrals, salary 
reduction contributions to the Company's Section 125 and 129 plan(s) and 
amounts contributed pursuant to Section 3(a) as Earnings Deferrals but 
excluding any compensation for periods prior to the date the Eligible Employee 
commences participation in the Qualified Plan or while he or she was not an 
Eligible Employee and excluding all or any portion of any items of 
compensation which are not considered by the Company to be part of the Eligible
Employee's regular earnings.  By way of illustration but not by way of 
limitation, such items include relocation bonuses or expense reimbursements and
any related payments, author incentives, recruitment or referral bonuses, 
foreign service premiums, differentials and allowances, imputed income pursuant
to Section 79 of the Code, income realized as a result of participation in any 
stock option, stock purchase or similar plan maintained by the Company and 
tuition or other reimbursements.  

     (l)  "Earnings Deferral(s)" means amounts elected by the Participant to be
credited to this Plan on his or her behalf pursuant to Section 3(a).

     (m)  "Earnings Deferral Account" means the account described in Section 7 
of this Plan which is maintained on the books of the Company and which, with 
respect to each Participant, 

PAGE -19-
reflects the accumulated balance of amounts set aside (including gains or 
losses thereon) pursuant to Section 3 of this Plan.

     (n)  "Eligible Employee" means any Employee of a Participating Company who
was classified by the Company as eligible to Participate in this Plan as a 
member of a select management group of highly compensated employees.  The 
following Employees shall not be considered to be Eligible Employees:

     (q)  An Employee whose employment is covered by a collective-bargaining 
agreement (unless such agreement expressly provides for participation in the 
Plan); 

     (2)  An Employee who is a nonresident alien with respect to the United 
States and who derives no earned income from a United States source (unless 
such Employee has been designated as an Eligible Employee by the Company);

     (3)  Any Employee or group of Employees designated by the Company as 
ineligible to participate in the Plan; and

     (4)  Any Employee who is a leased employee within the meaning of Section 
414(n) of the Code and who is providing services to any member of the 
Affiliated Group.
 
     (o)  "Employee" means any individual employed by a member of the 
Affiliated Group as a common-law employee and any individual who is a leased 
employee within the meaning of Section 414(n) of the Code and who is providing 
services to any member of the Affiliated Group.

     (p)  "Employment Relationship" means, with respect to an Employee, the 
period which begins on the date on which the Employee first works for 
compensation with a member of the Affiliated Group and which ends on the 
Employee's Termination Date.  An Employee shall not be considered to have 
terminated prior to resignation or discharge during the following periods:

     (1)  While on authorized leave of absence, while on a temporary layoff, 
when unable to work due to disability or sickness or when on jury duty, 
approved sabbatical, vacation or holiday; or

     (2)  When the Employee enters military service with the United States 
or any other country of which he or she is a citizen or resident.

An Employee shall be deemed to have been discharged as of the earlier of the 
date oral or written notice of discharge is actually received or the date a 
written notice of discharge is deposited in the Unites States mail, registered 
or certified, to the employee's last known address reflected on a member of 
the Affiliated Group's records.

     (q)  "Executive Bonus" means the bonus payable under  either the Company's
Executive Bonus Plan or Executive Officer Bonus Plan.  The Executive Bonus 
eligible for deferral shall be subject to adjustment for any necessary income 
tax or employment tax withholding.  Nothing herein contained shall be deemed to
constitute a guaranty that an Executive Bonus will be paid to any or all 
Participants in any particular Plan Year.
 
     (r)  "Participant" means an individual who participates in the Plan 
pursuant to Section 2.

PAGE -20-
     (s) "Participating Company" means the Company and each member of the 
Affiliated Group which has been designated as a Participating Company by the 
Company and which has accepted such designation by action of its board of 
directors.

     (t)  "Plan" means the Intel Corporation Sheltered Employee Retirement Plan
Plus as amended and restated effective November 1, 1995,  as further amended 
from time to time.

     (u)  "Plan Benefit" means a benefit to which the Participant is entitled 
under Section 8(a).

     (v)  "Plan Year" means the 12 month period beginning on January 1 and 
ending on December 31 of each year. 

     (w)  "Qualified Plan" shall mean either the Intel Corporation Profit 
Sharing Retirement Plan or the Intel Corporation 401(k) Savings Plan as the 
context requires.

     (x)  "Quarter" means a calendar quarter.

     (y)  "Salary Deferrals" means amounts contributed to the Qualified Plan 
on behalf of a Participant pursuant to Section 3(a) of such plan.

     (z)  "Subsidiary" means any corporation with respect to which the Company,
one or more Subsidiaries, or the Company together with one or more Subsidiaries
own not less than 80% of the total combined voting power of all classes of 
stock entitled to vote or not less than 80% of the total value of all shares of
all classes of stock.

     (aa)  "Termination Date" means any of the following:

     (1) The date an Employee dies while employed by a member of the Affiliated
Group;

     (2)  The date an Employee becomes Totally and Permanently Disabled while 
employed by a member of the Affiliated Group:

     (3)  The date an Employee ceases to be employed by a member of the 
Affiliated Group by reason of quit, discharge or retirement; or

     (4)  The first anniversary of the date on which the Employee is first 
absent from service with a member of the Affiliated Group for a reason other 
than death, disability, quit, discharge or retirement.

     (bb)  "Total and Permanent Disability" means the condition existing within
the meaning of the Intel Corporation Long Term Disability Plan.

     (cc) "Valuation Date" means the last business day of each month  and such 
other days as may be determined by the Company.

     (dd) "Year of Service" means the completion of 365 days (or 366 days in 
the event of a leap year) of service with a member of the Affiliated Group 
while the Employment Relationship exists.  An Employee's Years of Service shall
include any other period which constitutes Years of Service under such written 
and uniform rules as the Company may adopt from time to time.  An Employee's 
Years of Service shall be determined by the Company and such determination 
shall be conclusive and binding on all persons.

PAGE -21-
SECTION 13.  EXECUTION.

     To record the adoption of the Plan to read as set forth herein, the 
Company has caused its authorized officers to execute the same this 10th day 
of October, 1995.

                                                   INTEL CORPORATION

                                                   By /s/ Gordon E. Moore
                                                   ----------------------
                                                   As its Chairman of the Board
                                                          ---------------------

PAGE -22-
EXHIBIT 4.5
THIRD AMENDMENT TO WARRANT AGREEMENT

This Third Amendment to Warrant Agreement (this "Amendment") is made and 
entered into as of May 1, 1995, by and between Intel Corporation, a Delaware 
corporation (the "Company"), and Harris Trust and Savings Bank, an Illinois 
banking corporation ("Harris"), as Warrant Agent, for purposes of amending that
certain Warrant Agreement -- 1998 Step-Up Warrants to Purchase Common Stock, 
dated March 1, 1993, as amended by that certain First Amendment to Warrant 
Agreement, dated October 18, 1993, and that certain Second Amendment to Warrant
Agreement, dated January 17, 1994 (collectively, the "Warrant Agreement").

RECITALS
(a)     The Company issued 1998 Step-Up Warrants (the "Warrants") entitling 
holders to purchase 20,000,000 shares of the Company's Common Stock, $.001 par 
value (the "Common Stock") (as adjusted for previous stock splits);
(b)     On April 27, 1995, the Company's Board of Directors declared a two for 
one stock split to be effected as a special stock distribution of one share of 
Common Stock for each share of Common Stock outstanding (the "Split"); and
(c)     Pursuant to Sections 14(a), (h) and (k) of the Agreement, the Warrants 
will be adjusted, as of the June 16, 1995 payment date for the Split (the 
"Payment Date"), by reducing the per share exercise prices of each Warrant to 
one-half of the per share exercise prices in effect immediately prior to the 
Payment Date, and by issuing to each Warrant holder of record on the May 19, 
1995 record date for the Split, one additional Warrant at the adjusted per 
share exercise prices for each Warrant held as of such record date.

AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the Company and Harris agree 
as follows:

1.     Effective as of June 16, 1995, Section 2 of the Warrant Agreement is 
hereby amended to read in its entirety as follows:

            "SECTION 2.  Amount Issued.  Subject to the provisions of this 
       Agreement, Warrants to purchase no more than forty million (40,000,000) 
       Shares may be issued and delivered by the Company hereunder."

2.     Effective as of June 16, 1995, the second paragraph of Section 7 of the 
Warrant Agreement is hereby amended to read in its entirety as follows:
"Subject to the provisions of this Agreement, including Section 14, each 
Warrant shall entitle the holder thereof to purchase from the Company (and the 
Company shall issue and sell to such holder of a Warrant) one fully paid and 
nonassessable Share at the price set forth in the following table (such price, 
as it may be adjusted from time to time as provided in Section 14, being the 
"Exercise Price"):

PAGE -23-
Exercise Date   
After                   On or Before                  Exercise Price Per Share
- -----                   ------------                  ------------------------ 
May 13, 1993            March 14, 1994                $35.75**  
March 14, 1994          March 14, 1995                $37.25**  
March 14, 1995          March 14, 1996                $38.75  
March 14, 1996          March 14, 1997                $40.25  
March 14, 1997          March 14, 1998                $41.75  

**(expired prior to, but adjusted to reflect, stock distribution paid June 16, 
1995)" 

3.     Effective as of June 16, 1995, Exhibit A is replaced with the attached 
Exhibit A-3. 

4.     Except as expressly modified herein, the Warrant Agreement remains in 
full force and effect.

The parties hereto have caused this Amendment to be executed and delivered as 
of the date first set forth above.

Attest:                                   INTEL CORPORATION
/s/ Thomas R. Lavelle                     By:/s/ ARVIND SODHANI
                                          Name/Title: Arvind Sodhani, Treasurer

Attest:                                   HARRIS TRUST AND SAVINGS BANK 
______________________________            By:/s/ Richard C. Carlson
                                          Name/Title:Richard C. Carlson, 
                                          Vice President

PAGE -24-
EXHIBIT A-3 (REVISED 5/95)
[FORM OF FACE OF WARRANT CERTIFICATE]
VOID AFTER MARCH 14, 1998
No. C-                                         WARRANT TO PURCHASE ________
                                                     SHARES OF COMMON STOCK
                           INTEL CORPORATION
            1998 STEP-UP WARRANT TO PURCHASE COMMON STOCK
     This Warrant Certificate certifies that _________________ or registered 
assigns, is the registered holder of a 1998 Step-Up Warrant (the "Warrant") of 
Intel Corporation, a Delaware corporation (the "Company"), to purchase the 
number of shares (the "Shares") of Common Stock, $0.001 par value (the "Common 
Stock"), of the Company set forth above.  This Warrant expires at 5:00 p.m. New
York City time (the "Close of Business") on March 14, 1998 (the "Expiration 
Date"), unless such date is extended at the option of the Company, and entitles
the holder to purchase from the Company the number of fully paid and 
nonassessable Shares set forth above at the initial exercise price (the 
"Exercise Price"), payable in lawful money of the United States of America, 
determined in accordance with the following table:

        Exercise Date
        -------------
After the Close    On or Before the                       Exercise Price
  of Business      Close of Business                         Per Share
- ---------------    -----------------                      --------------
 May 13, 1993       March 14, 1994                           $35.75**
 March 14, 1994     March 14, 1995                           $37.25**
 March 14, 1995     March 14, 1996                           $38.75
 March 14, 1996     March 14, 1997                           $40.25
 March 14, 1997     March 14, 1998                           $41.75

**(expired prior to, but adjusted to reflect, stock distribution paid June 16, 
1995)

Subject to the terms and conditions set forth herein and in the Warrant 
Agreement referred to on the reverse hereof, this Warrant may be exercised 
upon surrender of this Warrant Certificate and payment of the aggregate 
Exercise Price at the office or agency of the Warrant Agent in New York, New 
York or in Chicago, Illinois (each such office, a "Warrant Agent Office").

The Exercise Price and the number of Shares purchasable upon exercise of this 
Warrant are subject to adjustment upon the occurrence of certain events as set 
forth in the Warrant Agreement.

No Warrant may be exercised prior to May 14, 1993 or after the Close of 
Business on the Expiration Date, unless the Company exercises its option to 
extend such date.  After the Close of Business on the Expiration Date, the 
Warrants will become wholly void and of no value.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT CERTIFICATE 
SET FORTH ON THE REVERSE HEREOF.  SUCH FURTHER PROVISIONS SHALL FOR ALL 
PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.

PAGE -25-
This Warrant Certificate shall not be valid unless countersigned by the 
Warrant Agent.

IN WITNESS WHEREOF, the Company has caused this Certificate to be executed by 
its duly authorized officers, and the corporate seal hereunto affixed.

Dated:  ________________

                                                        INTEL CORPORATION
                                                        By ____________________
[Corporate Seal of Intel Corporation]
ATTEST:
By __________________________________
Countersigned:
HARRIS TRUST AND SAVINGS BANK,
AS WARRANT AGENT
By __________________________________

PAGE -26-
[FORM OF REVERSE OF WARRANT CERTIFICATE]
INTEL CORPORATION

The warrant evidenced by this warrant certificate is a part of a duly 
authorized issue of 1998 Step-Up Warrants to purchase a maximum of forty 
million (40,000,000) Shares of Common Stock (subject to adjustment) issued 
pursuant to a Warrant Agreement, dated as of March 1, 1993, as the same has and
may be amended from time to time (the "Warrant Agreement"), duly executed and 
delivered by the Company to Harris Trust and Savings Bank, as Warrant Agent 
(the "Warrant Agent").  The Warrant Agreement hereby is incorporated by 
reference in and made a part of this instrument and is hereby referred to for 
a description of the rights, limitation of rights, obligations, duties and 
immunities thereunder of the Warrant Agent, the Company and the holders (the 
words "holders" or "holder" meaning the registered holders or registered 
holder) of the Warrants.  A copy of the Warrant Agreement may be inspected at 
the Warrant Agent Office and is available upon written request addressed to the
Company.  All terms used herein that are defined in the Warrant Agreement have 
the meanings assigned to them therein.

Warrants may be exercised to purchase Shares from the Company before the Close 
of Business on the Expiration Date, at the Exercise Price set forth on the face
hereof, subject to adjustment as described in the Warrant Agreement.  The 
holder of the Warrant evidenced by this Warrant Certificate may exercise such 
Warrant by surrendering the Warrant Certificate, with the form of election to 
purchase set forth hereon properly completed and executed, together with 
payment of the aggregate Exercise Price, in lawful money of the United States 
of America, and any applicable transfer taxes, at the Warrant Agent Office.

In the event that upon any exercise of the Warrant evidenced hereby the number 
of Shares actually purchased shall be less than the total number of Shares 
purchasable upon exercise of the Warrant evidenced hereby, there shall be 
issued to the holder hereof, or such holder's assignee, a new Warrant 
Certificate evidencing a Warrant to purchase the Shares not so purchased.  No 
adjustment shall be made for any cash dividends on any Shares issuable upon 
exercise of this Warrant.  After the Close of Business on the Expiration Date, 
unexercised Warrants shall become wholly void and of no value.

The Company shall not be required to issue fractions of Shares or any 
certificates that evidence fractional Shares.  In lieu of such fractional 
Shares, there shall be paid to holders of the Warrant Certificates with regard 
to which such fractional Shares would otherwise be issuable an amount in cash 
equal to the same fraction of the current market value (as determined pursuant 
to the Warrant Agreement) of a full Share.

Warrant Certificates, when surrendered at the Warrant Agent Office by the 
registered holder thereof in person or by a legal representative or attorney 
duly authorized in writing, may be exchanged, in the manner and subject to the 
limitations provided in the Warrant Agreement, but without payment of any 
service charge, for another Warrant Certificate or Warrant Certificates of like
tenor evidencing a Warrant to purchase in the aggregate a like number of 
Shares.

Upon due presentment for registration of transfer of this Warrant Certificate 
at the Warrant Agent Office, a new Warrant Certificate or Warrant Certificates 
of like tenor and evidencing a Warrant or Warrants to purchase in the aggregate
a like number of Shares shall be issued to the transferee in exchange for this 
Warrant Certificate, subject to the limitations provided in the Warrant 
Agreement, without charge, except for any tax or other governmental charge 
imposed in connection therewith.

PAGE -27-
The Company and Warrant Agent may deem and treat the registered holder hereof 
as the absolute owner of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone) for the purpose of any 
exercise hereof and for all other purposes, and neither the Company nor the 
Warrant Agent shall be affected by any notice to the contrary.

PAGE -28-
ELECTION TO EXERCISE
(TO BE EXECUTED UPON EXERCISE OF THE WARRANT)

     The undersigned hereby irrevocably elects to exercise the right, 
represented by this Warrant Certificate, to purchase _______ Shares and 
herewith tenders in payment for such Shares $______ in lawful money of the 
United States of America, in accordance with the terms hereof.  The undersigned
requests that a certificate representing such Shares be registered and 
delivered as follows:

___________________________________
Name

___________________________________
Address

___________________________________
Delivery Address (if different)

If such number of Shares is less than the aggregate number of Shares 
purchasable hereunder, the undersigned requests that a new Warrant 
Certificate representing the balance of such Shares be registered and delivered
as follows:

___________________________________
Name

___________________________________
Address

___________________________________
Delivery Address (if different)

___________________________________         ___________________________________
Social Security or Other Taxpayer           Signature
Identification Number of Holder             Note:  The above signature must 
                                            correspond with the name as written
                                            upon the face of this Warrant 
                                            Certificate in every particular, 
                                            without alteration or enlargement 
                                            or any change whatsoever.  If the 
                                            certificate representing the Shares
                                            or any Warrant Certificate 
                                            representing Warrants not exercised
                                            is to be registered in a name other
                                            than that in which this Warrant 
                                            Certificate is registered, the 
                                            signature of the holder hereof must
                                            be guaranteed.
SIGNATURE GUARANTEED:

___________________________________

PAGE -29-
ASSIGNMENT
(TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH
HOLDER DESIRES TO TRANSFER THE WARRANT CERTIFICATE)

     FOR VALUE RECEIVED,  the undersigned registered holder hereby sells, 
assigns and transfers unto

___________________________________
Name of Assignee

___________________________________
Address of Assignee

this Warrant Certificate, together with all right, title and interest therein, 
and does irrevocably constitute and appoint ____________________ attorney, to 
transfer the within Warrant Certificate on the books of the Warrant Agent, with
full power of substitution.

___________________________________         ___________________________________
Dated                                       Signature

                                            Note:  The above signature must 
                                            correspond with the name as written
                                            upon the face of this Warrant 
                                            Certificate in every particular, 
                                            without alteration or enlargement 
                                            or any change whatsoever.

___________________________________
Social Security or Other Taxpayer
Identification Number of Assignee

SIGNATURE GUARANTEED:

___________________________________

PAGE -30-
EXHIBIT 5.1

[LETTERHEAD OF]
GIBSON, DUNN & CRUTCHER
LAWYERS
One Montgomery Street
Telesis Tower
SAN FRANCISCO, CALIFORNIA 94104-4505
(415) 393-8200
FACSIMILE: (415) 986-5309

October 17, 1995

(415) 393-8200                                                   C 42376-00012

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

     Re:     Registration Statement on Form S-8 with respect 
             to Intel Corporation's 401(k) Savings Plan and 
             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 the following 
securities (collectively, the "Securities"):  (i) an aggregate of 6,500,000 
shares of the Company's Common Stock, $0.001 par value, reserved for issuance 
under the Company's 401(k) Savings Plan (the "401(k) Plan"); (ii) an 
indeterminate amount of beneficial interests in the 401(k) Plan; and (iii) 
$245,000,000 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 Securities under the 401(k) Plan 
and SERPLUS.

PAGE -31-
Based upon the foregoing, and in reliance thereon, we are of the opinion that:

(1)     The Common Stock being offered under the 401(k) Plan, when issued in 
accordance with the provisions of the 401(k) Plan, will be validly issued, 
fully paid and nonassessable.

(2)     The Obligations being offered under SERPLUS, when issued 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,

                                                        GIBSON, DUNN & CRUTCHER
KRL/GTD

PAGE -32-
EXHIBIT 5.2

INTERNAL REVENUE SERVICE                             DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
2 CUPANIA CIRCLE
MONTEREY PARK, CA  91755
                                       Employer Identification Number:
DATE:  SEP 06, 1994                             94-1672743
                                       File Folder Number
INTEL CORPORATION                               770025375
C/O LOUIS M. DEMATTEI                  Person to Contact:
(BENEFITS TAX COUNSEL,                          NAN CHYO
INTEL CORPORATION)                     Contact Telephone Number:
2200 MISSION COLLEGE BLVD.                     (213) 725-0164
RN6-28                                 Plan Name:
SANTA CLARA, CA  95052                         INTEL CORPORATION
                                               PROFIT SHARING RETIREMENT PLAN
                                       Plan Number: 001
Dear Applicant:

We have made a favorable determination on your plan, identified above, based on
the information supplied.  Please keep this letter in your permanent records.

Continued qualification of the plan under its present form will depend on its 
effect in operation.  (See section 1.401-1(b)(3) of the Income Tax 
Regulations.)  We will review the status of the plan in operation periodically.

The enclosed document explains the significance of this favorable 
determination letter, points out some features that may affect the qualified 
status of your employee retirement plan, and provides information on the 
reporting requirements for your plan. It also describes some events that 
automatically nullify it.  It is very important that you read the publication.

This letter relates only to the status of your plan under the Internal Revenue 
Code.  It is not a determination regarding the effect of other federal or 
local statutes.

This determination is subject to your adoption of the proposed amendments 
submitted in your letter dated 070194.  The proposed amendments should be 
adopted on or before the date prescribed by the regulations under Code section 
401(b).

This determination letter is applicable for the amendment(s) adopted on 
120293.

The specific benefits, rights, or features (if any) for which you have provided
information satisfy the nondiscriminatory current availability requirement of 
section 1.401(a) (4)-4(b) of the regulations.  This letter may not be relied on
with regard to whether any other benefit, right or feature satisfies this 
requirement.
This plan has been mandatorily disaggregated, permissively aggregated, or 
restructured to satisfy the nondiscrimination requirements.

This plan satisfies the nondiscrimination in amount requirement of section 
1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe 
harbor described in the regulations.

This letter is issued under Rev. Proc. 93-939 and considers the amendments 
required by the Tax Reform Act of 1986 except as otherwise specified in this 
letter.

PAGE -33-
The information on the enclosed addendum is an integral part of this 
determination.  Please be sure to read and keep it with this letter.

We have sent a copy of this letter to your representatives as indicated in the
power of attorney.

If you have questions concerning this matter, please contact the person whose 
name and telephone number are shown above.

                                               Sincerely,
                                               /s/ RICHARD R. OROSCO
                                               Richard R. Orosco
                                               District Director

Enclosures:
Publication 794
Reporting & Disclosure Guide
  for Employee Benefit Plans
Addendum

This plan also satisfies the requirements of Code section 401(k).

PAGE -34-
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 401(K) Savings Plan and the Sheltered Employee 
Retirement Plan Plus of Intel Corporation of our report dated January 16, 1995,
with respect to the consolidated financial statements of Intel Corporation 
incorporated by reference in its Annual Report (Form 10-K) for the year ended 
December 31, 1994, and the related financial statement schedule included 
therein, filed with the Securities and Exchange Commission.

                                                            ERNST & YOUNG LLP

San Jose, California
October 16, 1995