As filed with the Securities and Exchange Commission on March 31,
1997
                                Registration No. 333-____________

               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549
                 ------------------------------
                            FORM S-8
                     REGISTRATION STATEMENT
                              Under
                   THE SECURITIES ACT OF 1933

                        INTEL CORPORATION
     (Exact Name of Registrant as Specified in its Charter)

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

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

            Intel Corporation 1997 Stock Option Plan
                    (Full Title of the Plan)

                      F. THOMAS DUNLAP, JR.
          Vice President, General Counsel and Secretary
                        Intel Corporation
                   2200 Mission College Blvd.
                   Santa Clara, CA  95052-8119
             (Name and Address of Agent for Service)

                         (408) 765-8080
  (Telephone Number, Including Area Code, of Agent for Service)

                           Copies to:

                     RONALD O. MUELLER, ESQ.
                   Gibson, Dunn & Crutcher LLP
             1050 Connecticut Avenue, NW, Suite 900
                      Washington, DC  20036
                         (202) 955-8500

----------------------------------------------------------------
                 CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------
 Title of    Amount to   Proposed     Proposed       Amount of
Securities      be       Maximum       Maximum      Registration
  to be     Registered   Offering     Aggregate       Fee (3)
Registered      (1)     Price Per  Offering Price
                          Share          (2)
----------   --------    --------     --------        --------
Common
Stock, par  65,000,000   $132.25   $8,596,250,000  $2,604,924.24
value
$0.001 per
share
----------------------------------------------------------------
(1)   Pursuant  to Rule 416(a), also covers additional securities
      that  may  be  offered as a result of stock  splits,  stock
      dividends or similar transactions.

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

(3)   Calculated  pursuant to Rule 457(c) based upon the  average
      of  the  high  and low prices of the Common  Stock  on  the
      Nasdaq  National  Market  on  March  25,  1997,  which  was
      $132.25.

<PAGE> II-1

                          INTRODUCTION

This  Registration  Statement on  Form  S-8  is  filed  by  Intel
Corporation,  a  Delaware  corporation  (the  "Company"  or   the
Registrant"), relating to 65,000,000 shares of its common  stock,
par  value  $0.001  per share (the "Common  Stock")  issuable  to
eligible  non-officer employees of the Company  under  the  Intel
Corporation 1997 Stock Option Plan (the "Plan").

                             PART I

        INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

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

Item 2.   Registrant  Information  and  Employee  Plan   Annual
          Information.

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

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

The following documents of the Registrant heretofore filed with
the  Securities and Exchange Commission (the "Commission")  are
hereby   incorporated   in  this  Registration   Statement   by
reference:

(1)   The  Registrant's  latest annual report filed  pursuant  to
      Section  13(a) or 15(d) of the Securities Exchange  Act  of
      1934,  as amended (the "Exchange Act") or latest prospectus
      filed  pursuant to Rule 424(b) under the Securities Act  of
      1933,  as  amended  (the "Securities Act"),  that  contains
      audited  financial  statements for the Registrant's  latest
      fiscal year for which such statements have been filed;

(2)   All  other reports filed pursuant to Section 13(a) or 15(d)
      of  the  Exchange  Act since the end  of  the  fiscal  year
      covered  by Registrant's latest annual report or prospectus
      referred to in (1) above;

(3)   The  description  of the Common Stock set forth  under  the
      caption  "Description of Capital Stock" in the Registrant's
      registration statement on Form S-3, as amended, filed  with
      the  Commission  on  April  18, 1995,  File  No.  33-56107,
      together  with  any  amendment or  report  filed  with  the
      Commission for the purpose of updating such description.

<PAGE> II-2

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

Any  statement contained herein or in a document incorporated  or
deemed to be incorporated by reference herein shall be deemed  to
be  modified  or  superseded for purposes  of  this  Registration
Statement to the extent that a statement contained herein  or  in
any  other subsequently filed document which also is or is deemed
to  be  incorporated by reference herein modifies  or  supersedes
such  earlier statement.  Any statement so modified or superseded
shall  not  be  deemed, except as so modified or  superseded,  to
constitute a part of this Registration Statement.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

Section  145 of the Delaware General Corporation Law (the "DGCL")
makes provision for the indemnification of officers and directors
of  corporations  in terms sufficiently broad  to  indemnify  the
officers   and   directors  of  the  Corporation  under   certain
circumstances   from  liabilities  (including  reimbursement   of
expenses  incurred) arising under the Securities Act of 1933,  as
amended  (the  "Act").  Section 102(b)(7) of the DGCL  permits  a
corporation to provide in its Certificate of Incorporation that a
director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages  for  breach
of fiduciary duty as a director, except for liability (i) for any
breach  of  the director's duty of loyalty to the corporation  or
its stockholders, (ii) for acts or omissions not in good faith or
which  involve intentional misconduct or a knowing  violation  of
law,  (iii)  in respect of certain unlawful dividend payments  or
stock  redemptions  or repurchases, or (iv) for  any  transaction
from which the director derived an improper personal benefit.

As  permitted  by  the  DGCL,  the Corporation's  Certificate  of
Incorporation  (the  "Charter") provides  that,  to  the  fullest
extent permitted by the DGCL or decisional law, no director shall
be  personally  liable to the Corporation or to its  stockholders
for  monetary  damages  for breach of his  fiduciary  duty  as  a
director.   The  effect of this provision in the  Charter  is  to
eliminate  the  rights  of the Corporation and  its  stockholders
(through  stockholders'  derivative  suits  on  behalf   of   the
Corporation)  to recover monetary damages against a director  for
breach  of  fiduciary  duty  as  a  director  thereof  (including
breaches  resulting from negligent or grossly negligent behavior)
except in the situations described in

<PAGE> II-3

clauses  (i)-(iv), inclusive, above.  These provisions  will  not
alter the liability of directors under federal securities laws.

The   Corporation's  Bylaws  (the  "Bylaws")  provide  that   the
Corporation shall indemnify any person who was or is a  party  or
is  threatened to be made a party to any threatened,  pending  or
completed  action, suit or proceeding, whether  civil,  criminal,
administrative or investigative by reason of the fact that he  is
or  was a director, officer, employee or agent of the Corporation
or  is  or  was  serving at the request of the Corporation  as  a
director, officer, employee or agent of any other corporation  or
enterprise  (including  an employee benefit  plan),  against  all
expenses,   liability  and  loss  (including   attorneys'   fees,
judgments,  fines, ERISA excise taxes and penalties, and  amounts
paid  or to be paid in settlement, and any interest, assessments,
or  other charges imposed thereof, and any taxes imposed on  such
person  as  a  result  of such payments) reasonably  incurred  or
suffered   by  such  person  in  connection  with  investigating,
defending, being a witness in, or participating in (including  on
appeal),  or  preparing for any of the foregoing in such  action,
suit or proceeding, to the fullest extent authorized by the DGCL,
provided  that  the Corporation shall indemnify  such  person  in
connection with any such action, suit or proceeding initiated  by
such  person only if authorized by the Board of Directors of  the
Corporation or brought to enforce certain indemnification rights.

The  Bylaws also provide that expenses incurred by an officer  or
director  of the Corporation (acting in his capacity as such)  in
defending  any such action, suit or proceeding shall be  paid  by
the  Corporation,  provided that if required  by  the  DGCL  such
expenses  shall be advanced only upon delivery to the Corporation
of  an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he is
not  entitled  to  be  indemnified by the Corporation.   Expenses
incurred by other agents of the Corporation may be advanced  upon
such  terms  and  conditions as the Board  of  Directors  of  the
Corporation  deems appropriate.  Any obligation to reimburse  the
Corporation for expenses advanced under such provisions shall  be
unsecured and no interest shall be charged thereon.

The  Bylaws also provide that indemnification provided for in the
Bylaws shall not be deemed exclusive of any other rights to which
the  indemnified  party  may  be  entitled;  that  any  right  of
indemnification or protection provided under the Bylaws shall not
be  adversely  affected by any amendment, repeal, or modification
of the Bylaws; and that the Corporation may purchase and maintain
insurance to protect itself and any such person against any  such
expenses,  liability  and loss, whether or  not  the  Corporation
would  have  the  power  to indemnify such  person  against  such
expenses, liability or loss under the DGCL or the Bylaws.

In  addition  to  the  above, the Corporation  has  entered  into
indemnification agreements with each of its directors and certain
of   its   officers.   The  indemnification  agreements   provide
directors  and  officers  with the same  indemnification  by  the
Corporation as described above and assure directors and  officers
that  indemnification will continue to be provided despite future
changes  in the Bylaws of the Corporation.  The Corporation  also
provides  indemnity  insurance pursuant  to  which  officers  and
directors are indemnified or

<PAGE> II-4

insured  against  liability or loss under certain  circumstances,
which  may include liability or related loss under the Securities
Act and the Exchange Act.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits

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

4.1   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 as filed  on
      August 10, 1993).

4.2   Intel  Corporation  Bylaws  as  amended  (incorporated   by
      reference  to  Exhibit  4.2  of  Registrant's  Registration
      Statement on Form S-8 as filed on February 3, 1997).

4.3   Agreement  to  Provide Instruments Defining the  Rights  of
      Security Holders (incorporated by reference to Exhibit  4.1
      of Registrant's Form 10-K  as filed on March 28, 1986).

4.4   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   as filed  on  March  25,  1993),
      together  with  the  First Amendment to  Warrant  Agreement
      dated  as  of October 18, 1993 and 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  as filed on March  25,  1994)  and
      the  Third Amendment to Warrant Agreement dated as  of  May
      1,  1995 (incorporated by reference to Exhibit 4.2  of  the
      Registrant's Form 10-K as filed on March 29, 1996).

5.1   Opinion of Gibson, Dunn & Crutcher LLP.

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

23.2  Consent of Ernst & Young LLP, Independent Auditors.

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

<PAGE> II-5

Item 9.   Undertakings.

     (1)  The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

     (2)  The undersigned Registrant hereby undertakes that, for
          purposes  of  determining  any  liability  under   the
          Securities Act, each filing of the Registrant's annual
          report  pursuant to Section 13(a) or Section 15(d)  of
          the Exchange Act that is incorporated by reference  in
          the

<PAGE> II-6

          Registration Statement shall be deemed  to  be  a  new
          registration  statement  relating  to  the  securities
          offered  therein, and the offering of such  securities
          at  that  time shall be deemed to be the initial  bona
          fide offering thereof.

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

<PAGE> II-7

                           SIGNATURES

Pursuant  to the requirements of the Securities Act of 1933,  the
Corporation certifies that it has reasonable grounds  to  believe
that it meets all the requirements for filing on Form S-8 and has
duly  caused  this  Registration Statement to be  signed  on  its
behalf  by  the undersigned, there-unto duly authorized,  in  the
City  of  Santa Clara, State of California, on this 26th  day  of
March, 1997.

                                 INTEL CORPORATION

                                 /s/Andy D. Bryant
                            By:  Andy D. Bryant
                                 Vice President, Chief Financial
                                 Officer

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

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

Signature            Title                       Date

/s/Gordon E. Moore   Chairman of the Board       March 26, 1997
Gordon E. Moore

/s/Andrew S. Grove   Principal Executive         March 26, 1997
Andrew S. Grove      Officer, President and
                     Director (Principal
                     Executive Officer)

/s/Craig R. Barrett  Executive Vice President,   March 26, 1997
Craig R. Barrett     Chief Operating Officer
                     and Director

<PAGE> II-8

John Browne          Director

/s/Andy D. Bryant    Vice President, Principal   March 26, 1997
Andy D. Bryant       Accounting and Chief
                     Financial Officer
                     (Principal Financial and
                     Accounting Officer)

/s/Winston H. Chen   Director                    March 26, 1997
Winston H. Chen

/s/D. James Guzy     Director                    March 26, 1997
D. James Guzy

/s/Max Palevsky      Director                    March 26, 1997
Max Palevsky

/s/Arthur Rock       Director                    March 26, 1997
Arthur Rock

/s/Jane E. Shaw      Director                    March 26, 1997
Jane E. Shaw

/s/Leslie L. Vadasz  Director                    March 26, 1997
Leslie L. Vadasz

/s/David B. Yoffie   Director                    March 26, 1997
David B. Yoffie

/s/Charles E. Young  Director                    March 26, 1997
Charles E. Young

<PAGE> II-9

                          EXHIBIT INDEX

Exhibit
Number    Description
--------  -----------------------------------------------------
5.1       Opinion of Gibson, Dunn & Crutcher LLP.

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

23.2      Consent of Ernst & Young LLP, Independent Auditors.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22959}]
{"company-data": {"conformed-name": "INTEL CORP", "cik": "0000050863", "assigned-sic": "3674", "irs-number": "941672743", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24229", "film-number": "97570133"}, "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 March 31,
1997
                                Registration No. 333-____________

               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549
                 ------------------------------
                            FORM S-8
                     REGISTRATION STATEMENT
                              Under
                   THE SECURITIES ACT OF 1933

                        INTEL CORPORATION
     (Exact Name of Registrant as Specified in its Charter)

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

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

            Intel Corporation 1997 Stock Option Plan
                    (Full Title of the Plan)

                      F. THOMAS DUNLAP, JR.
          Vice President, General Counsel and Secretary
                        Intel Corporation
                   2200 Mission College Blvd.
                   Santa Clara, CA  95052-8119
             (Name and Address of Agent for Service)

                         (408) 765-8080
  (Telephone Number, Including Area Code, of Agent for Service)

                           Copies to:

                     RONALD O. MUELLER, ESQ.
                   Gibson, Dunn & Crutcher LLP
             1050 Connecticut Avenue, NW, Suite 900
                      Washington, DC  20036
                         (202) 955-8500

----------------------------------------------------------------
                 CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------
 Title of    Amount to   Proposed     Proposed       Amount of
Securities      be       Maximum       Maximum      Registration
  to be     Registered   Offering     Aggregate       Fee (3)
Registered      (1)     Price Per  Offering Price
                          Share          (2)
----------   --------    --------     --------        --------
Common
Stock, par  65,000,000   $132.25   $8,596,250,000  $2,604,924.24
value
$0.001 per
share
----------------------------------------------------------------
(1)   Pursuant  to Rule 416(a), also covers additional securities
      that  may  be  offered as a result of stock  splits,  stock
      dividends or similar transactions.

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

(3)   Calculated  pursuant to Rule 457(c) based upon the  average
      of  the  high  and low prices of the Common  Stock  on  the
      Nasdaq  National  Market  on  March  25,  1997,  which  was
      $132.25.
II-1

                          INTRODUCTION

This  Registration  Statement on  Form  S-8  is  filed  by  Intel
Corporation,  a  Delaware  corporation  (the  "Company"  or   the
Registrant"), relating to 65,000,000 shares of its common  stock,
par  value  $0.001  per share (the "Common  Stock")  issuable  to
eligible  non-officer employees of the Company  under  the  Intel
Corporation 1997 Stock Option Plan (the "Plan").

                             PART I

        INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

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

Item 2.   Registrant  Information  and  Employee  Plan   Annual
          Information.

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

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

The following documents of the Registrant heretofore filed with
the  Securities and Exchange Commission (the "Commission")  are
hereby   incorporated   in  this  Registration   Statement   by
reference:

(1)   The  Registrant's  latest annual report filed  pursuant  to
      Section  13(a) or 15(d) of the Securities Exchange  Act  of
      1934,  as amended (the "Exchange Act") or latest prospectus
      filed  pursuant to Rule 424(b) under the Securities Act  of
      1933,  as  amended  (the "Securities Act"),  that  contains
      audited  financial  statements for the Registrant's  latest
      fiscal year for which such statements have been filed;

(2)   All  other reports filed pursuant to Section 13(a) or 15(d)
      of  the  Exchange  Act since the end  of  the  fiscal  year
      covered  by Registrant's latest annual report or prospectus
      referred to in (1) above;

(3)   The  description  of the Common Stock set forth  under  the
      caption  "Description of Capital Stock" in the Registrant's
      registration statement on Form S-3, as amended, filed  with
      the  Commission  on  April  18, 1995,  File  No.  33-56107,
      together  with  any  amendment or  report  filed  with  the
      Commission for the purpose of updating such description.
II-2

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

Any  statement contained herein or in a document incorporated  or
deemed to be incorporated by reference herein shall be deemed  to
be  modified  or  superseded for purposes  of  this  Registration
Statement to the extent that a statement contained herein  or  in
any  other subsequently filed document which also is or is deemed
to  be  incorporated by reference herein modifies  or  supersedes
such  earlier statement.  Any statement so modified or superseded
shall  not  be  deemed, except as so modified or  superseded,  to
constitute a part of this Registration Statement.

Item 4.   Description of Securities.

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

Section  145 of the Delaware General Corporation Law (the "DGCL")
makes provision for the indemnification of officers and directors
of  corporations  in terms sufficiently broad  to  indemnify  the
officers   and   directors  of  the  Corporation  under   certain
circumstances   from  liabilities  (including  reimbursement   of
expenses  incurred) arising under the Securities Act of 1933,  as
amended  (the  "Act").  Section 102(b)(7) of the DGCL  permits  a
corporation to provide in its Certificate of Incorporation that a
director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages  for  breach
of fiduciary duty as a director, except for liability (i) for any
breach  of  the director's duty of loyalty to the corporation  or
its stockholders, (ii) for acts or omissions not in good faith or
which  involve intentional misconduct or a knowing  violation  of
law,  (iii)  in respect of certain unlawful dividend payments  or
stock  redemptions  or repurchases, or (iv) for  any  transaction
from which the director derived an improper personal benefit.

As  permitted  by  the  DGCL,  the Corporation's  Certificate  of
Incorporation  (the  "Charter") provides  that,  to  the  fullest
extent permitted by the DGCL or decisional law, no director shall
be  personally  liable to the Corporation or to its  stockholders
for  monetary  damages  for breach of his  fiduciary  duty  as  a
director.   The  effect of this provision in the  Charter  is  to
eliminate  the  rights  of the Corporation and  its  stockholders
(through  stockholders'  derivative  suits  on  behalf   of   the
Corporation)  to recover monetary damages against a director  for
breach  of  fiduciary  duty  as  a  director  thereof  (including
breaches  resulting from negligent or grossly negligent behavior)
except in the situations described in
II-3

clauses  (i)-(iv), inclusive, above.  These provisions  will  not
alter the liability of directors under federal securities laws.

The   Corporation's  Bylaws  (the  "Bylaws")  provide  that   the
Corporation shall indemnify any person who was or is a  party  or
is  threatened to be made a party to any threatened,  pending  or
completed  action, suit or proceeding, whether  civil,  criminal,
administrative or investigative by reason of the fact that he  is
or  was a director, officer, employee or agent of the Corporation
or  is  or  was  serving at the request of the Corporation  as  a
director, officer, employee or agent of any other corporation  or
enterprise  (including  an employee benefit  plan),  against  all
expenses,   liability  and  loss  (including   attorneys'   fees,
judgments,  fines, ERISA excise taxes and penalties, and  amounts
paid  or to be paid in settlement, and any interest, assessments,
or  other charges imposed thereof, and any taxes imposed on  such
person  as  a  result  of such payments) reasonably  incurred  or
suffered   by  such  person  in  connection  with  investigating,
defending, being a witness in, or participating in (including  on
appeal),  or  preparing for any of the foregoing in such  action,
suit or proceeding, to the fullest extent authorized by the DGCL,
provided  that  the Corporation shall indemnify  such  person  in
connection with any such action, suit or proceeding initiated  by
such  person only if authorized by the Board of Directors of  the
Corporation or brought to enforce certain indemnification rights.

The  Bylaws also provide that expenses incurred by an officer  or
director  of the Corporation (acting in his capacity as such)  in
defending  any such action, suit or proceeding shall be  paid  by
the  Corporation,  provided that if required  by  the  DGCL  such
expenses  shall be advanced only upon delivery to the Corporation
of  an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he is
not  entitled  to  be  indemnified by the Corporation.   Expenses
incurred by other agents of the Corporation may be advanced  upon
such  terms  and  conditions as the Board  of  Directors  of  the
Corporation  deems appropriate.  Any obligation to reimburse  the
Corporation for expenses advanced under such provisions shall  be
unsecured and no interest shall be charged thereon.

The  Bylaws also provide that indemnification provided for in the
Bylaws shall not be deemed exclusive of any other rights to which
the  indemnified  party  may  be  entitled;  that  any  right  of
indemnification or protection provided under the Bylaws shall not
be  adversely  affected by any amendment, repeal, or modification
of the Bylaws; and that the Corporation may purchase and maintain
insurance to protect itself and any such person against any  such
expenses,  liability  and loss, whether or  not  the  Corporation
would  have  the  power  to indemnify such  person  against  such
expenses, liability or loss under the DGCL or the Bylaws.

In  addition  to  the  above, the Corporation  has  entered  into
indemnification agreements with each of its directors and certain
of   its   officers.   The  indemnification  agreements   provide
directors  and  officers  with the same  indemnification  by  the
Corporation as described above and assure directors and  officers
that  indemnification will continue to be provided despite future
changes  in the Bylaws of the Corporation.  The Corporation  also
provides  indemnity  insurance pursuant  to  which  officers  and
directors are indemnified or
II-4

insured  against  liability or loss under certain  circumstances,
which  may include liability or related loss under the Securities
Act and the Exchange Act.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits

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

4.1   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 as filed  on
      August 10, 1993).

4.2   Intel  Corporation  Bylaws  as  amended  (incorporated   by
      reference  to  Exhibit  4.2  of  Registrant's  Registration
      Statement on Form S-8 as filed on February 3, 1997).

4.3   Agreement  to  Provide Instruments Defining the  Rights  of
      Security Holders (incorporated by reference to Exhibit  4.1
      of Registrant's Form 10-K  as filed on March 28, 1986).

4.4   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   as filed  on  March  25,  1993),
      together  with  the  First Amendment to  Warrant  Agreement
      dated  as  of October 18, 1993 and 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  as filed on March  25,  1994)  and
      the  Third Amendment to Warrant Agreement dated as  of  May
      1,  1995 (incorporated by reference to Exhibit 4.2  of  the
      Registrant's Form 10-K as filed on March 29, 1996).

5.1   Opinion of Gibson, Dunn & Crutcher LLP.

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

23.2  Consent of Ernst & Young LLP, Independent Auditors.

24.   Power of Attorney (contained on signature page hereto).
II-5

Item 9.   Undertakings.

     (1)  The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

     (2)  The undersigned Registrant hereby undertakes that, for
          purposes  of  determining  any  liability  under   the
          Securities Act, each filing of the Registrant's annual
          report  pursuant to Section 13(a) or Section 15(d)  of
          the Exchange Act that is incorporated by reference  in
          the
II-6

          Registration Statement shall be deemed  to  be  a  new
          registration  statement  relating  to  the  securities
          offered  therein, and the offering of such  securities
          at  that  time shall be deemed to be the initial  bona
          fide offering thereof.

     (3)  Insofar  as  indemnification for  liabilities  arising
          under   the   Securities  Act  may  be  permitted   to
          directors,  officers and controlling  persons  of  the
          Registrant  pursuant to the foregoing  provisions,  or
          otherwise, the Registrant has been advised that in the
          opinion of the Securities and Exchange Commission such
          indemnification is against public policy as  expressed
          in  the Act and is, therefore, unenforceable.  In  the
          event  that  a claim for indemnification against  such
          liabilities (other than the payment by the  Registrant
          of expenses incurred or paid by a director, officer or
          controlling person of the Registrant in the successful
          defense of any action, suit or proceeding) is asserted
          by  such  director, officer or controlling  person  in
          connection  with the securities being registered,  the
          Registrant will, unless in the opinion of its  counsel
          the  matter has been settled by controlling precedent,
          submit  to  a  court of appropriate  jurisdiction  the
          question whether such indemnification by it is against
          public  policy  as expressed in the Act  and  will  be
          governed by the final adjudication of such issue.
II-7

                           SIGNATURES

Pursuant  to the requirements of the Securities Act of 1933,  the
Corporation certifies that it has reasonable grounds  to  believe
that it meets all the requirements for filing on Form S-8 and has
duly  caused  this  Registration Statement to be  signed  on  its
behalf  by  the undersigned, there-unto duly authorized,  in  the
City  of  Santa Clara, State of California, on this 26th  day  of
March, 1997.

                                 INTEL CORPORATION

                                 /s/Andy D. Bryant
                            By:  Andy D. Bryant
                                 Vice President, Chief Financial
                                 Officer

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

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

Signature            Title                       Date

/s/Gordon E. Moore   Chairman of the Board       March 26, 1997
Gordon E. Moore

/s/Andrew S. Grove   Principal Executive         March 26, 1997
Andrew S. Grove      Officer, President and
                     Director (Principal
                     Executive Officer)

/s/Craig R. Barrett  Executive Vice President,   March 26, 1997
Craig R. Barrett     Chief Operating Officer
                     and Director
II-8

John Browne          Director

/s/Andy D. Bryant    Vice President, Principal   March 26, 1997
Andy D. Bryant       Accounting and Chief
                     Financial Officer
                     (Principal Financial and
                     Accounting Officer)

/s/Winston H. Chen   Director                    March 26, 1997
Winston H. Chen

/s/D. James Guzy     Director                    March 26, 1997
D. James Guzy

/s/Max Palevsky      Director                    March 26, 1997
Max Palevsky

/s/Arthur Rock       Director                    March 26, 1997
Arthur Rock

/s/Jane E. Shaw      Director                    March 26, 1997
Jane E. Shaw

/s/Leslie L. Vadasz  Director                    March 26, 1997
Leslie L. Vadasz

/s/David B. Yoffie   Director                    March 26, 1997
David B. Yoffie

/s/Charles E. Young  Director                    March 26, 1997
Charles E. Young
II-9

                          EXHIBIT INDEX

Exhibit
Number    Description
--------  -----------------------------------------------------
5.1       Opinion of Gibson, Dunn & Crutcher LLP.

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

23.2      Consent of Ernst & Young LLP, Independent Auditors.