As filed with the Securities and Exchange Commission on February
3, 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 Puerto Rico Retirement Savings Plan
                    (Full Title of the Plan)
                                
                      F. Thomas Dunlap, Jr.
                  Vice President 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                 Price Per     Offering
    (1)                      Share      Price (2)
Common                                                    
Stock, par      50,000      $150.75     $7,537,500    $2,284.09
value
$0.001 per
share

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as
 amended, this registration statement also covers an
 indeterminate amount of interests to be offered or sold pursuant
 to the employee benefit plan described herein.

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

(3) Calculated pursuant to Rule 457(h)(1) of the Securities Act of
 1933, as amended, based upon the average of the high and low
 prices of such stock on the Nasdaq National Market which, on
 January 27, 1997, was $150.75 per share.

<PAGE> II.1

                          INTRODUCTION
                                
This  Registration  Statement on  Form  S-8  is  filed  by  Intel
Corporation, a Delaware corporation (the "Corporation")  and  the
Intel  Puerto Rico Retirement Savings Plan (the "Plan"), relating
to  50,000  shares of the Corporation's common stock,  par  value
$0.001 per share (the "Common Stock"), to be offered and sold  to
accounts  of  eligible employees of Intel Puerto  Rico,  Inc.,  a
California corporation ("Intel Puerto Rico"), under the Plan,  as
well  as  to  interests in the Plan.  Intel Puerto  Rico  is  the
"named fiduciary," the "administrator" and the "plan sponsor"  of
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 Corporation heretofore filed with
the  Securities  and Exchange Commission (the  "Commission")  are
hereby incorporated in this Registration Statement by reference:

(1)  The  Corporation'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 Corporation'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 Corporation'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 Corporation'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.
     
All  reports  and  other  documents  subsequently  filed  by  the
Corporation or by the Plan pursuant to Sections 13(a) and (c), 14
and 15(d) of the Exchange Act (including the Plan's latest annual
report)  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

<PAGE> II.2

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  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

<PAGE> II.3

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 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.

The following exhibits are filed herewith:

4.1  Intel Corporation Certificate of Incorporation (incorporated
     by  reference to Exhibit 3.1 of Corporation's Form 10-Q  for
     the  quarter ended June 26, 1993 (File No. 0-6217) as  filed
     on August 10, 1993).
     
4.2  Intel Corporation Bylaws as amended.
     
4.3  Agreement  to  Provide Instruments Defining  the  Rights  of
     Security  Holders (incorporated by reference to Exhibit  4.1
     of  Corporation's Form 10-K (File No. 0-6217)  as  filed  on
     March 28, 1986).
     
4.4  Warrant  Agreement  dated as of March 1, 1993,  as  amended,
     between  the  Corporation 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
     Corporation's Form 10-K (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
     Corporation's Form 10-K (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  Internal   Revenue  Service  determination   letter,   dated
     December  10,  1992, regarding qualification  of  the  Intel
     Puerto Rico Retirement Savings Plan under Section 401 of the
     Internal Revenue Code or 1986, as amended.
     
5.2  Treasury  Department  (Puerto  Rico)  determination  letter,
     dated  May  11, 1993, regarding qualification of  the  Intel
     Puerto  Rico Retirement Savings Plan under Section  1165  of
     the Puerto Rico Internal Revenue Code of 1994, as amended.
     
<PAGE> II.4
     
23.1 Consent of Independent Auditors.
     
24.  Power of Attorney (contained on signature page hereto).
     
Item 9.   Undertakings.

(1)  The undersigned Corporation 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 Corporation 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  Corporation hereby  undertakes  that,  for
     purposes  of determining any liability under the  Securities
     Act, each filing of the Corporation's annual report pursuant
     to  Section 13(a) or 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.
     
(3)  Insofar as indemnification for liabilities arising under the
     Securities  Act may be permitted to directors, officers  and
     controlling  persons  of  the Corporation  pursuant  to  the
     foregoing provisions, or otherwise, the Corporation 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
     
<PAGE> II.5
     
     (other  than  the  payment  by the Corporation  of  expenses
     incurred  or  paid  by  a director, officer  or  controlling
     person  of the Corporation 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 Corporation 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>
                           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 29th  day  of
January, 1997.

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


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

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



Signature             Title                           Date
                                                      
/s/Gordon E. Moore    Chairman of the Board           Jan.15,1997
Gordon E. Moore                                       
                                                      
/s/Andrew S. Grove    Principal Executive Officer,    Jan.15,1997
Andrew S. Grove       President and Director          
                      (Principal Executive Officer)   
                                                      
/s/Craig R. Barrett   Executive Vice President,       Jan.15,1997
Craig R. Barrett      Chief Operating Officer and     
                      Director                        

<PAGE>

/s/Andy D. Bryant     Vice President, Principal       Jan.15,1997
Andy D. Bryant        Accounting and                  
                      Chief Financial Officer         
                      (Principal Financial and        
                      Accounting Officer)             

John Browne           Director                        

/s/Winston H. Chen    Director                        Jan.15,1997
Winston H. Chen                                       
                                                      
/s/D. James Guzy      Director                        Jan.15,1997
D. James Guzy                                         
                                                      
/s/Max Palevsky       Director                        Jan.15,1997
Max Palevsky                                          
                                                      
/s/Arthur Rock        Director                        Jan.15,1997
Arthur Rock                                           
                                                      
/s/Jane E. Shaw       Director                        Jan.15,1997
Jane E. Shaw                                          
                                                      
/s/Leslie L. Vadasz   Director                        Jan.15,1997
Leslie L. Vadasz                                      
                                                      
/s/David B. Yoffie    Director                        Jan.15,1997
David B. Yoffie                                       
                                                      
/s/Charles E. Young   Director                        Jan.15,1997
Charles E. Young                                      
                                                      
The Plan.  Pursuant to the requirements of the Securities Act  of
1933,  the  Intel Puerto Rico Retirement 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] [Commonwealth of Puerto  Rico],  on
this 29th day of January, 1997.

                              INTEL PUERTO RICO RETIREMENT
                              SAVINGS PLAN
                              
                          By: /s/Arvind Sodhani
                        Name: Arvind Sodhani
                       Title: Treasurer
<PAGE>
     
EXHIBIT INDEX

Exhibit  
Number   Description
         
4.2      Intel Corporation Bylaws as amended.
         
5.1      Internal  Revenue  Service determination  letter,  dated
         December 10, 1992, regarding qualification of the  Intel
         Puerto  Rico  Retirement Savings Plan under Section  401
         of the Internal Revenue Code of 1986, as amended.
         
5.2      Treasury Department (Puerto Rico) determination  letter,
         dated  May  11,  1993,  regarding qualification  of  the
         Intel  Puerto Rico Retirement Savings Plan under Section
         1165  of the Puerto Rico Internal Revenue Code of  1994,
         as amended.
         
23.1     Consent of Independent Auditors.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 25443}]
{"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": "333-20951", "film-number": "97516456"}, "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 February
3, 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 Puerto Rico Retirement Savings Plan
                    (Full Title of the Plan)
                                
                      F. Thomas Dunlap, Jr.
                  Vice President 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                 Price Per     Offering
    (1)                      Share      Price (2)
Common                                                    
Stock, par      50,000      $150.75     $7,537,500    $2,284.09
value
$0.001 per
share

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as
 amended, this registration statement also covers an
 indeterminate amount of interests to be offered or sold pursuant
 to the employee benefit plan described herein.

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

(3) Calculated pursuant to Rule 457(h)(1) of the Securities Act of
 1933, as amended, based upon the average of the high and low
 prices of such stock on the Nasdaq National Market which, on
 January 27, 1997, was $150.75 per share.
II.1

                          INTRODUCTION
                                
This  Registration  Statement on  Form  S-8  is  filed  by  Intel
Corporation, a Delaware corporation (the "Corporation")  and  the
Intel  Puerto Rico Retirement Savings Plan (the "Plan"), relating
to  50,000  shares of the Corporation's common stock,  par  value
$0.001 per share (the "Common Stock"), to be offered and sold  to
accounts  of  eligible employees of Intel Puerto  Rico,  Inc.,  a
California corporation ("Intel Puerto Rico"), under the Plan,  as
well  as  to  interests in the Plan.  Intel Puerto  Rico  is  the
"named fiduciary," the "administrator" and the "plan sponsor"  of
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 Corporation heretofore filed with
the  Securities  and Exchange Commission (the  "Commission")  are
hereby incorporated in this Registration Statement by reference:

(1)  The  Corporation'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 Corporation'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 Corporation'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 Corporation'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.
     
All  reports  and  other  documents  subsequently  filed  by  the
Corporation or by the Plan pursuant to Sections 13(a) and (c), 14
and 15(d) of the Exchange Act (including the Plan's latest annual
report)  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
II.2

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  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
II.3

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 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.

The following exhibits are filed herewith:

4.1  Intel Corporation Certificate of Incorporation (incorporated
     by  reference to Exhibit 3.1 of Corporation's Form 10-Q  for
     the  quarter ended June 26, 1993 (File No. 0-6217) as  filed
     on August 10, 1993).
     
4.2  Intel Corporation Bylaws as amended.
     
4.3  Agreement  to  Provide Instruments Defining  the  Rights  of
     Security  Holders (incorporated by reference to Exhibit  4.1
     of  Corporation's Form 10-K (File No. 0-6217)  as  filed  on
     March 28, 1986).
     
4.4  Warrant  Agreement  dated as of March 1, 1993,  as  amended,
     between  the  Corporation 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
     Corporation's Form 10-K (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
     Corporation's Form 10-K (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  Internal   Revenue  Service  determination   letter,   dated
     December  10,  1992, regarding qualification  of  the  Intel
     Puerto Rico Retirement Savings Plan under Section 401 of the
     Internal Revenue Code or 1986, as amended.
     
5.2  Treasury  Department  (Puerto  Rico)  determination  letter,
     dated  May  11, 1993, regarding qualification of  the  Intel
     Puerto  Rico Retirement Savings Plan under Section  1165  of
     the Puerto Rico Internal Revenue Code of 1994, as amended.
II.4
     
23.1 Consent of Independent Auditors.
     
24.  Power of Attorney (contained on signature page hereto).
     
Item 9.   Undertakings.

(1)  The undersigned Corporation 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 Corporation 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  Corporation hereby  undertakes  that,  for
     purposes  of determining any liability under the  Securities
     Act, each filing of the Corporation's annual report pursuant
     to  Section 13(a) or 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.
     
(3)  Insofar as indemnification for liabilities arising under the
     Securities  Act may be permitted to directors, officers  and
     controlling  persons  of  the Corporation  pursuant  to  the
     foregoing provisions, or otherwise, the Corporation 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
II.5
     
     (other  than  the  payment  by the Corporation  of  expenses
     incurred  or  paid  by  a director, officer  or  controlling
     person  of the Corporation 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 Corporation 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.
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 29th  day  of
January, 1997.

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

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

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

Signature             Title                           Date
                                                      
/s/Gordon E. Moore    Chairman of the Board           Jan.15,1997
Gordon E. Moore                                       
                                                      
/s/Andrew S. Grove    Principal Executive Officer,    Jan.15,1997
Andrew S. Grove       President and Director          
                      (Principal Executive Officer)   
                                                      
/s/Craig R. Barrett   Executive Vice President,       Jan.15,1997
Craig R. Barrett      Chief Operating Officer and     
                      Director
/s/Andy D. Bryant     Vice President, Principal       Jan.15,1997
Andy D. Bryant        Accounting and                  
                      Chief Financial Officer         
                      (Principal Financial and        
                      Accounting Officer)             

John Browne           Director                        

/s/Winston H. Chen    Director                        Jan.15,1997
Winston H. Chen                                       
                                                      
/s/D. James Guzy      Director                        Jan.15,1997
D. James Guzy                                         
                                                      
/s/Max Palevsky       Director                        Jan.15,1997
Max Palevsky                                          
                                                      
/s/Arthur Rock        Director                        Jan.15,1997
Arthur Rock                                           
                                                      
/s/Jane E. Shaw       Director                        Jan.15,1997
Jane E. Shaw                                          
                                                      
/s/Leslie L. Vadasz   Director                        Jan.15,1997
Leslie L. Vadasz                                      
                                                      
/s/David B. Yoffie    Director                        Jan.15,1997
David B. Yoffie                                       
                                                      
/s/Charles E. Young   Director                        Jan.15,1997
Charles E. Young                                      
                                                      
The Plan.  Pursuant to the requirements of the Securities Act  of
1933,  the  Intel Puerto Rico Retirement 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] [Commonwealth of Puerto  Rico],  on
this 29th day of January, 1997.

                              INTEL PUERTO RICO RETIREMENT
                              SAVINGS PLAN
                              
                          By: /s/Arvind Sodhani
                        Name: Arvind Sodhani
                       Title: Treasurer
EXHIBIT INDEX

Exhibit  
Number   Description
         
4.2      Intel Corporation Bylaws as amended.
         
5.1      Internal  Revenue  Service determination  letter,  dated
         December 10, 1992, regarding qualification of the  Intel
         Puerto  Rico  Retirement Savings Plan under Section  401
         of the Internal Revenue Code of 1986, as amended.
         
5.2      Treasury Department (Puerto Rico) determination  letter,
         dated  May  11,  1993,  regarding qualification  of  the
         Intel  Puerto Rico Retirement Savings Plan under Section
         1165  of the Puerto Rico Internal Revenue Code of  1994,
         as amended.
         
23.1     Consent of Independent Auditors.