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<SEC-DOCUMENT>0000050863-06-000114.txt : 20060621
<SEC-HEADER>0000050863-06-000114.hdr.sgml : 20060621
<ACCEPTANCE-DATETIME>20060621111847
ACCESSION NUMBER:		0000050863-06-000114
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20060621
DATE AS OF CHANGE:		20060621
EFFECTIVENESS DATE:		20060621

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INTEL CORP
		CENTRAL INDEX KEY:			0000050863
		STANDARD INDUSTRIAL CLASSIFICATION:	SEMICONDUCTORS & RELATED DEVICES [3674]
		IRS NUMBER:				941672743
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-135178
		FILM NUMBER:		06916644

	BUSINESS ADDRESS:	
		STREET 1:		2200 MISSION COLLEGE BLVD
		CITY:			SANTA CLARA
		STATE:			CA
		ZIP:			95052
		BUSINESS PHONE:		4087658080

	MAIL ADDRESS:	
		STREET 1:		2200 MISSION COLLEGE BLVD
		STREET 2:		RN6-27
		CITY:			SANTA CLARA
		STATE:			CA
		ZIP:			95052-8119
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>s806spp.txt
<DESCRIPTION>FORM S-8 STOCK PURCHASE PLAN
<TEXT>




As  filed with the Securities and Exchange Commission on June 21,
2006
                                   Registration No. 333-_________

                          UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC  20549
                          --------------
                             FORM S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                 DELAWARE                         94-1672743
 ----------------------------------------     -------------------
      (State or Other Jurisdiction of          (I.R.S. Employer
      Incorporation or Organization)          Identification No.)

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


            INTEL CORPORATION 2006 STOCK PURCHASE PLAN
      -----------------------------------------------------
                     (Full Title of the Plan)


                      CARY I. KLAFTER, ESQ.
                   VICE PRESIDENT AND SECRETARY
                        INTEL CORPORATION
                    2200 MISSION COLLEGE BLVD.
                    SANTA CLARA, CA 95054-8119
       ----------------------------------------------------
             (Name and Address of Agent for Service)

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

                            Copies to:
                     RONALD O. MUELLER, ESQ.
                   GIBSON, DUNN & CRUTCHER LLP
             1050 CONNECTICUT AVENUE, N.W. SUITE 300
                       WASHINGTON, DC 20036
                          (202) 955-8500

 ----------------------------------------------------------------
                 CALCULATION OF REGISTRATION FEE
 ----------------------------------------------------------------
 Title of   Amount to   Proposed  Proposed Maximum    Amount of
Each Class     be       Maximum      Aggregate      Registration
    of     Registered   Offering   Offering Price      Fee (3)
Securities     (1)       Price       (2) & (3)
  to be                   Per
Registered               Share
                         (2) &
                          (3)
- ----------  --------    --------      --------        --------
Common
Stock, par 240,000,000   $15.52    $3,724,800,000    $398,553.60
value        shares
$0.001 per
share
 ----------------------------------------------------------------
(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, as
     amended (the "Securities Act"), this Registration Statement
     shall also cover any additional shares of Registrant's
     common stock in respect of the securities identified in the
     above table as a result of any stock dividend, stock split,
     recapitalization or other similar transactions.

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

(3)  Calculated pursuant to Rule 457(c) and (h) under the
     Securities Act based upon 85% of the average of the high and
     low sales prices of the Common Stock as reported on the
     Nasdaq National Market on June 16, 2006, which was $18.26.
     Under the terms of the 2006 Stock Purchase Plan, the
     purchase price of Common Stock with respect to a
     subscription period is the lower of (i) a percentage not
     less than 85% ("Designated Percentage") of the offering
     price or (ii) the Designated Percentage of the market value
     of a share of Common Stock on the purchase date on which the
     Common Stock is purchased.



<PAGE>

                          INTRODUCTION

          This Registration Statement on Form S-8 is filed by
Intel Corporation, a Delaware corporation (the "Corporation" or
the "Registrant"), relating to 240,000,000 shares of its common
stock, par value $0.001 per share (the "Common Stock") issuable
to eligible employees of the Corporation under the Intel
Corporation 2006 Stock Purchase Plan.

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

          Not filed as part of this Registration Statement
pursuant to Note to Part I 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 I 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 Annual Report on Form 10-K for the fiscal
     year ended December 31, 2005, filed with the Commission on
     February 27, 2006, File No. 000-06217;

(2)  The Registrant's Quarterly Report on Form 10-Q for the
     quarter ended April 1, 2006, filed with the Commission on
     May 8, 2006, File No. 000-06217;

(3)  The Registrant's Current Reports on Form 8-K filed with the
     Commission on January 17, 2006; January 19, 2006; February
     9, 2006; March 3, 2006; April 19, 2006; and May 22, 2006,
     File No.  000-06217; and

(4)  The description of the Common Stock set forth under the
     caption "Description of Capital Stock" in the Registrant's
     automatic shelf registration statement on Form S-3, filed
     with the Commission on March 30, 2006, File No. 333-132865,
     together with any amendment or report filed with the
     Commission for the purpose of updating such description.

<PAGE>

          All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934
prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities
offered hereby 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 made
part hereof from their respective dates of filing (such
documents, and the documents listed above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that
the documents enumerated above or subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 in each year during which the
offering made by this Registration Statement is in effect prior
to the filing with the Commission of the Registrant's Annual
Report on Form 10-K covering such year shall not be Incorporated
Documents or be incorporated by reference in this Registration
Statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.

          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.

<PAGE>

          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 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

<PAGE>

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 Act and the Securities
Exchange Act of 1934.

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 Corporation with the
Commission, each of the following exhibits is filed herewith:

Exhibit
  No.     Exhibit Description


4.1*      Intel Corporation Third Restated Certificate of
          Incorporation (incorporated by reference to Exhibit 3.1
          of the Registrant's Current Report on Form 8-K as filed
          on May 22, 2006, File No. 000-06217).

4.2*      Intel Corporation Bylaws as amended on January 18,
          2006 (incorporated by reference to Exhibit 3.1 of the
          Registrant's Current Report on Form 8-K as filed on
          January 19, 2006, File No. 000-06217).

5.1       Opinion of Gibson, Dunn & Crutcher LLP.

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

23.2      Consent of Ernst & Young LLP, Independent Registered
          Public Accounting Firm.

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

99.1      Intel Corporation 2006 Stock Purchase Plan dated May
          17, 2006.


*Incorporated by reference

<PAGE>

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 of 1933;

                    (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:

          (A)  Paragraphs (1)(a)(i) and (1)(a)(ii) of this
section do not apply if the registration statement is on Form S-
8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in reports
filed with or furnished to the Commission by the Registrant
pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement; and

          (B)  Paragraphs (1)(a)(i), (1)(a)(ii) and (1)(a)(iii)
of this section do not apply if the registration statement is on
Form S-3 or Form F-3 and the information required to be included
in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

          (b)  That, for the purpose of determining any liability
               under the Securities Act of 1933, each such post-
               effective amendment shall be deemed to be a new
               registration statement relating to the securities
               offered therein, and the

<PAGE>

               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 of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 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 of 1933 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 Securities Act of 1933 and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.

<PAGE>

                           SIGNATURES

          Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, there-unto duly authorized, in the
City of Santa Clara, State of California, on this 21st day of
June, 2006.


                            INTEL CORPORATION

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


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

        [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]



<PAGE>

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

Signature               Title                       Date


/s/ Craig R. Barrett    Chairman of the Board and   June 21, 2006
Craig R. Barrett        Director

/s/ Paul S. Otellini    President, Chief Executive  June 21, 2006
Paul S. Otellini        Officer and Director

/s/ Charlene Barshefsky Director                    June 21, 2006
Charlene Barshefsky

/s/ E. John P. Browne   Director                    June 21, 2006
E. John P. Browne

/s/ Andy D. Bryant      Executive Vice President,   June 21, 2006
Andy D. Bryant          Chief   Financial  Officer
                        and  Principal  Accounting
                        Officer

/s/ D. James Guzy       Director                    June 21, 2006
D. James Guzy

                        Director
Reed E. Hundt

/s/ James D. Plummer    Director                    June 21, 2006
James D. Plummer

                        Director
David S. Pottruck

/s/ Jane E. Shaw        Director                    June 21, 2006
Jane E. Shaw

/s/ John L. Thornton    Director                    June 21, 2006
John L. Thornton

/s/ David B. Yoffie     Director                    June 21, 2006
David B. Yoffie

<PAGE>

                          EXHIBIT INDEX

Exhibit
  No.     Exhibit Description


4.1*      Intel  Corporation Third Restated Certificate  of
          Incorporation (incorporated by reference to Exhibit 3.1
          to the Registrant's Current Report on Form 8-K as filed
          on May 22, 2006, File No. 000-06217).

4.2*      Intel Corporation Bylaws as amended on January 18,
          2006  (incorporated by reference to Exhibit 3.1 of  the
          Registrant's  Current Report on Form 8-K  as  filed  on
          January 19, 2006, File No. 000-06217).

5.1       Opinion of Gibson, Dunn & Crutcher LLP.

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

23.2      Consent of Ernst & Young LLP,
          Independent Registered Public Accounting
          Firm.

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

99.1      Intel Corporation 2006 Stock Purchase Plan dated May
          17, 2006.



*Incorporated by reference


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>s806gdcspp.txt
<DESCRIPTION>LEGAL OPINION
<TEXT>

                                                      EXHIBIT 5.1

                   GIBSON, DUNN & CRUTCHER LLP
                             Lawyers
           A REGISTERED LIMITED LIABILITY PARTNERSHIP
               INCLUDING PROFESSIONAL CORPORATIONS
                      ---------------------
   1050 Connecticut Avenue, N.W., Washington, D.C. 20036-5306
                         (202) 955-8500
                       www.gibsondunn.com

                          June 21, 2006

Direct Dial                                    Client Matter No.
(202) 955-8500                                  C 42376-00012

Fax No.
(202) 530-9569


Intel Corporation
2200 Mission College Blvd.
Santa Clara, CA  95054-8119

     Re:  Proposed Offering of up to 240,000,000 Shares of
          Common Stock Pursuant to the Intel Corporation
          2006 Stock Purchase Plan

Ladies and Gentlemen:

     We have examined the Registration Statement on Form S-8 (the
"Registration Statement"), of Intel Corporation, a Delaware
corporation (the "Company"), filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities
Act of 1933, as amended (the "Securities Act"), in connection
with the offering by the Company of up to 240,000,000 shares of
the Company's Common Stock, par value $.001 per share, (the
"Shares").  The Shares subject to the Registration Statement are
to be issued under the Intel Corporation 2006 Stock Purchase Plan
(the "Plan").

     We have examined the originals, or photostatic or certified
copies, of such records of the Company and certificates of
officers of the Company and of public officials and such other
documents as we have deemed relevant and necessary as the basis
for the opinions set forth below.  In our examination, we have
assumed the genuineness of all signatures, the legal capacity and
competency of all natural persons, the authenticity of all
documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as copies.
We have also assumed that there are no agreements or
understandings between or among the Company and any participants
in the Plan that would expand, modify or otherwise affect the
terms of the Plan or the respective rights or obligations of the
participants thereunder.  Finally, we have assumed the accuracy
of all other information provided to us by the Company during the
course of our investigations, on which we have relied in issuing
the opinion expressed below.

     Based upon the foregoing examination and in reliance
thereon, and subject to the qualifications, assumptions and
limitations stated herein and in reliance on the statements of
fact

<PAGE>


GIBSON, DUNN & CRUTCHER LLP

Intel Corporation
June 21, 2006
Page 2

contained in the documents that we have examined, we are of the
opinion that the Shares, when issued and sold in accordance with
the terms set forth in the Plan and against payment therefor, and
when the Registration Statement has become effective under the
Securities Act, will be validly issued, fully paid and non-
assessable.

     We express no opinion regarding the effectiveness of any
waiver (whether or not stated as such) contained in the Plan of
rights of any party, or duties owing to it, that is broadly or
vaguely stated or does not describe the right or duty purportedly
waived with reasonable specificity or any provision in the Plan
relating to indemnification, exculpation or contribution.

     We consent to the filing of this opinion as an exhibit to
the Registration Statement, and we further consent to the use of
our name under the caption "Legal Matters" in the Registration
Statement and the prospectus that forms a part thereof.  In
giving these consents, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7
of the Securities Act or the Rules and Regulations of the
Commission.

                              Very truly yours,

                              /s/ GIBSON, DUNN & CRUTCHER LLP


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>3
<FILENAME>s8eyconsentspp.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<TEXT>

                                                     Exhibit 23.2


   CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC
                         ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Intel Corporation 2006
Stock Purchase Plan, of our reports dated February 21, 2006, with
respect to the consolidated financial statements and schedule of
Intel Corporation, Intel Corporation management's assessment of
the effectiveness of internal control over financial reporting,
and the effectiveness of internal control over financial
reporting of Intel Corporation, included in its Annual Report
(Form 10-K) for the year ended December 31, 2005, filed with the
Securities and Exchange Commission.

                                        /s/ Ernst & Young LLP

San Jose, California
June 19, 2006


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>s806exh99.txt
<DESCRIPTION>2006 STOCK PURCHASE PLAN
<TEXT>




                                                     Exhibit 99.1

                        INTEL CORPORATION
                    2006 STOCK PURCHASE PLAN

         1. PURPOSE

          The purpose of the Plan is to provide an opportunity
for Employees of Intel Corporation, a Delaware corporation
("Intel") and its Participating Subsidiaries (collectively Intel
and its Participating Subsidiaries shall be referred to as the
"Company"), to purchase Common Stock of Intel and thereby to have
an additional incentive to contribute to the prosperity of the
Company. It is the intention of the Company that the Plan
(excluding any sub-plans thereof except as expressly provided in
the terms of such sub-plan) qualify as an "Employee Stock
Purchase Plan" under Section 423 of the U.S. Internal Revenue
Code of 1986, as amended (the "Code"), and the Plan shall be
administered in accordance with this intent. In addition, the
Plan authorizes the grant of options pursuant to sub-plans or
special rules adopted by the Committee designed to achieve
desired tax or other objectives in particular locations outside
of the United States or to achieve other business objectives in
the determination of the Committee, which sub-plans shall not be
required to comply with the requirements of Section 423 of the
Code or all of the specific provisions of the Plan, including but
not limited to terms relating to eligibility, Subscription
Periods or Purchase Price.

          2. DEFINITIONS

  (a)"Applicable Law" shall mean the legal requirements relating
    to the administration of an employee stock purchase plan
    under applicable U.S. state corporate laws, U.S. federal and
    applicable state securities laws, the Code, any stock
    exchange rules or regulations and the applicable laws of any
    other country or jurisdiction, as such laws, rules,
    regulations and requirements shall be in place from time to
    time.

  (b)"Board" shall mean the Board of Directors of Intel.

  (c)"Code" shall mean the Internal Revenue Code of 1986, as such
    is amended from time to time, and any reference to a section
    of the Code shall include any successor provision of the
    Code.

  (d)"Commencement Date" shall mean, with respect to a given
    Subscription Period, the last Trading Day prior to the
    beginning of an Enrollment Period for such Subscription
    Period.

  (e)"Committee" shall mean the Compensation Committee of the
    Board or the subcommittee, officer or officers designated by
    the Compensation Committee in accordance with Section 15 of
    the Plan (to the extent of the duties and responsibilities
    delegated by the Compensation Committee of the Board).

  (f)"Common Stock" shall mean the common stock of Intel, par
   value $.001 per share, or any securities into which such
   Common Stock may be converted.

<PAGE>

  (g)"Compensation" shall mean the total compensation paid by the
    Company to an Employee with respect to a Subscription
    Period, including salary, commissions, overtime, shift
    differentials, payouts from Intel's Employee Cash Bonus
    Program (ECBP), payouts from the Employee Bonus (EB)
    program, and all or any portion of any item of compensation
    considered by the Company to be part of the Employee's
    regular earnings, but excluding items not considered by the
    Company to be part of the Employee's regular earnings. Items
    excluded from the definition of "Compensation" include but
    are not limited to such items as relocation bonuses, expense
    reimbursements, certain bonuses paid in connection with
    mergers and acquisitions, author incentives, recruitment and
    referral bonuses, foreign service premiums, differentials
    and allowances, imputed income pursuant to Section 79 of the
    Code, income realized as a result of participation in any
    stock option, restricted stock, restricted stock unit, stock
    purchase or similar equity plan maintained by Intel or a
    Participating Subsidiary, and tuition and other
    reimbursements. The Committee shall have the authority to
    determine and approve all forms of pay to be included in the
    definition of Compensation and may change the definition on
    a prospective basis.

  (h)"Effective Date" shall mean July 31, 2006.

  (i)"Employee" shall mean an individual classified as an
   employee (within the meaning of Code Section 3401(c) and the
   regulations thereunder) by Intel or a Participating
   Subsidiary on Intel's or such Participating Subsidiary's
   payroll records during the relevant participation period.
   Notwithstanding the foregoing, no employee of Intel or a
   Participating Subsidiary shall be included within the
   definition of "Employee" if such person's customary
   employment is for less than twenty (20) hours per week or for
   less than five (5) months per year. Individuals classified as
   independent contractors, consultants, advisers, or members of
   the Board are not considered "Employees."

  (j)"Enrollment Period" shall mean, with respect to a given
   Subscription Period, that period beginning on the first (1st)
   day of February and August and ending on the nineteenth
   (19th) day of February and August during which Employees may
   elect to participate in order to purchase Common Stock at the
   end of that Subscription Period in accordance with the terms
   of this Plan. The duration and timing of Enrollment Periods
   may be changed or modified by the Committee.

  (k)"Exchange Act" shall mean the Securities Exchange Act of
    1934, as amended from time to time, and any reference to a
    section of the Exchange Act shall include any successor
    provision of the Exchange Act.

  (l)"Market Value" on a given date of determination (e.g., a
   Commencement Date or Purchase Date, as appropriate) shall
   mean the value of Common Stock determined as follows: (i) if
   the Common Stock is listed on any established stock exchange
   (not including an automated quotation system), its Market
   Value shall be the closing sales price for a share of the
   Common Stock (or the closing bid, if no sales were reported)
   on the date of determination as quoted on such exchange on
   which the Common Stock has the highest average trading
   volume, as reported in The Wall Street Journal or such other
   source as the Committee deems reliable, or (ii) if the Common
   Stock is listed on a national market system and the

<PAGE>

   highest average trading volume of the Common Stock occurs
   through that system, its Market Value shall be the average of
   the high and the low selling prices reported on the date of
   determination, as reported in The Wall Street Journal or such
   other source as the Committee deems reliable, or (iii) if the
   Common Stock is regularly quoted by a recognized securities
   dealer but selling prices are not reported, its Market Value
   shall be the average of the mean of the closing bid and asked
   prices for the Common Stock on the date of such
   determination, as reported in The Wall Street Journal or such
   other source as the Committee deems reliable, or, (iv) in the
   absence of an established market for the Common Stock, the
   Market Value thereof shall be determined in good faith by the
   Board.

  (m)"Offering Price" shall mean the Market Value of a share of
    Common Stock on the Commencement Date for a given
    Subscription Period.

  (n)"Participant" shall mean a participant in the Plan as
    described in Section 5 of the Plan.

  (o)"Participating Subsidiary" shall mean a Subsidiary that has
    been designated by the Committee in its sole discretion as
    eligible to participate in the Plan with respect to its
    Employees.

  (p)"Plan" shall mean this 2006 Stock Purchase Plan, including
    any sub-plans or appendices hereto.

  (q)"Purchase Date" shall mean the last Trading Day of each
    Subscription Period.

  (r)"Purchase Price" shall have the meaning set out in Section
   8(b).

  (s)"Securities Act" shall mean the U.S. Securities Act of 1933,
    as amended from time to time, and any reference to a section
    of the Securities Act shall include any successor provision
    of the Securities Act.

  (t)"Stockholder" shall mean a record holder of shares entitled
   to vote such shares of Common Stock under Intel's by-laws.

  (u)"Subscription Period" shall mean a period of approximately
    six (6) months at the end of which an option granted
    pursuant to the Plan shall be exercised. The Plan shall be
    implemented by a series of Subscription Periods of
    approximately six (6) months duration, with new Subscription
    Periods commencing on each February 20 and August 20
    occurring on or after the Effective Date and ending on the
    last Trading Day in the six (6) month period ending on the
    following August 19 and February 19, respectively. The
    duration and timing of Subscription Periods may be changed
    or modified by the Committee.

  (v)"Subsidiary" shall mean any entity treated as a corporation
    (other than Intel) in an unbroken chain of corporations
    beginning with Intel, within the meaning of Code Section
    424(f), whether or not such corporation now exists or is
    hereafter organized or acquired by Intel or a Subsidiary.

<PAGE>

  (w)"Trading Day" shall mean a day on which U.S. national stock
    exchanges and the NASDAQ National Market System are open for
    trading and the Common Stock is being publicly traded on one
    or more of such markets.

          3. ELIGIBILITY

  (a)Any Employee employed by Intel or by any Participating
    Subsidiary on a Commencement Date shall be eligible to
    participate in the Plan with respect to the Subscription
    Period first following such Commencement Date, provided that
    the Committee may establish administrative rules requiring
    that employment commence some minimum period (not to exceed
    30 days) prior to a Commencement Date to be eligible to
    participate with respect to such Subscription Period. The
    Committee may also determine that a designated group of
    highly compensated Employees is ineligible to participate in
    the Plan so long as the excluded category fits within the
    definition of "highly compensated employee" in Code Section
    414(q).

  (b)No Employee may participate in the Plan if immediately after
    an option is granted the Employee owns or is considered to
    own (within the meaning of Code Section 424(d)) shares of
    Common Stock, including Common Stock which the Employee may
    purchase by conversion of convertible securities or under
    outstanding options granted by Intel or its Subsidiaries,
    possessing five percent (5%) or more of the total combined
    voting power or value of all classes of stock of Intel or of
    any of its Subsidiaries. All Employees who participate in
    the Plan shall have the same rights and privileges under the
    Plan, except for differences that may be mandated by local
    law and that are consistent with Code Section 423(b)(5);
    provided that individuals participating in a sub-plan
    adopted pursuant to Section 17 which is not designed to
    qualify under Code section 423 need not have the same rights
    and privileges as Employees participating in the Code
    section 423 Plan. No Employee may participate in more than
    one Subscription Period at a time.

          4. SUBSCRIPTION PERIODS

          The Plan shall generally be implemented by a series of
six (6) month Subscription Periods with new Subscription Periods
commencing on each February 20 and August 20 and ending on the
last Trading Day in the six (6) month periods ending on the
following August 19 and February 19, respectively, or on such
other date as the Committee shall determine, and continuing
thereafter until the Plan is terminated pursuant to Section 14
hereof. The first Subscription Period shall commence on August
21, 2006 and shall end on the last Trading Day on or before
February 19, 2007. The Committee shall have the authority to
change the frequency and/or duration of Subscription Periods
(including the commencement dates thereof) with respect to future
Subscription Periods if such change is announced at least thirty
(30) days prior to the scheduled occurrence of the first
Commencement Date to be affected thereafter.

          5. PARTICIPATION

  (a)An Employee who is eligible to participate in the Plan in
    accordance with its terms on a Commencement Date shall
    automatically receive an option in accordance with Section
    8(a)

<PAGE>

    and may become a Participant by completing and submitting,
    on or before the date prescribed by the Committee with
    respect to a given Subscription Period, a completed payroll
    deduction authorization and Plan enrollment form provided by
    Intel or its Participating Subsidiaries or by following an
    electronic or other enrollment process as prescribed by the
    Committee. An eligible Employee may authorize payroll
    deductions at the rate of any whole percentage of the
    Employee's Compensation, not to be less than two percent
    (2%) and not to exceed ten percent (10%) of the Employee's
    Compensation (or such other percentages as the Committee may
    establish from time to time before a Commencement Date) of
    such Employee's Compensation on each payday during the
    Subscription Period. All payroll deductions will be held in
    a general corporate account or a trust account. No interest
    shall be paid or credited to the Participant with respect to
    such payroll deductions. Intel shall maintain or cause to be
    maintained a separate bookkeeping account for each
    Participant under the Plan and the amount of each
    Participant's payroll deductions shall be credited to such
    account. A Participant may not make any additional payments
    into such account, unless payroll deductions are prohibited
    under Applicable Law, in which case the provisions of
    Section 5(b) of the Plan shall apply.

  (b)Notwithstanding any other provisions of the Plan to the
    contrary, in locations where local law prohibits payroll
    deductions, an eligible Employee may elect to participate
    through contributions to his or her account under the Plan
    in a form acceptable to the Committee. In such event, any
    such Employees shall be deemed to be participating in a sub-
    plan, unless the Committee otherwise expressly provides that
    such Employees shall be treated as participating in the
    Plan. All such contributions will be held in a general
    corporate account or a trust account. No interest shall be
    paid or credited to the Participant with respect to such
    contributions.

  (c)Under procedures and at times established by the Committee,
    a Participant may withdraw from the Plan during a
    Subscription Period, by completing and filing a new payroll
    deduction authorization and Plan enrollment form with the
    Company or by following electronic or other procedures
    prescribed by the Committee. If a Participant withdraws from
    the Plan during a Subscription Period, his or her
    accumulated payroll deductions will be refunded to the
    Participant without interest, his or her right to
    participate in the current Subscription Period will be
    automatically terminated and no further payroll deductions
    for the purchase of Common Stock will be made during the
    Subscription Period. Any Participant who wishes to withdraw
    from the Plan during a Subscription Period, must complete
    the withdrawal procedures prescribed by the Committee before
    the last forty-eight (48) hours of such Subscription Period,
    subject to any changes to the rules established by the
    Committee pertaining to the timing of withdrawals, limiting
    the frequency with which Participants may withdraw and re-
    enroll in the Plan and may impose a waiting period on
    Participants wishing to re-enroll following withdrawal.

  (d)A Participant may not increase his or her rate of
    contribution through payroll deductions or otherwise during
    a given Subscription Period. A Participant may decrease his
    or her rate of contribution through payroll deductions one
    time only during a given Subscription Period and only during
    an open enrollment period or such other times specified by
    the Committee by filing a new payroll deduction
    authorization and Plan enrollment form or by following

<PAGE>

    electronic or other procedures prescribed by the Committee.
    If a Participant has not followed such procedures to change
    the rate of contribution, the rate of contribution shall
    continue at the originally elected rate throughout the
    Subscription Period and future Subscription Periods.
    Notwithstanding the foregoing, to the extent necessary to
    comply with Section 423(b)(8) of the Code for a given
    calendar year, the Committee may reduce a Participant's
    payroll deductions to zero percent (0%) at any time during a
    Subscription Period scheduled to end during such calendar
    year. Payroll deductions shall re-commence at the rate
    provided in such Participant's enrollment form at the
    beginning of the first Subscription Period which is
    scheduled to end in the following calendar year, unless
    terminated by the Participant as provided in Section 5(c).

          6. TERMINATION OF EMPLOYMENT

          In the event any Participant terminates employment with
Intel and its Participating Subsidiaries for any reason
(including death) prior to the expiration of a Subscription
Period, the Participant's participation in the Plan shall
terminate and all amounts credited to the Participant's account
shall be paid to the Participant or, in the case of death, to the
Participant's heirs or estate, without interest. Whether a
termination of employment has occurred shall be determined by the
Committee. If a Participant's termination of employment occurs
within a certain period of time as specified by the Committee
(not to exceed 30 days) prior to the Purchase Date of the
Subscription Period then in progress, his or her option for the
purchase of shares of Common Stock will be exercised on such
Purchase Date in accordance with Section 9 as if such Participant
were still employed by the Company. Following the purchase of
shares on such Purchase Date, the Participant's participation in
the Plan shall terminate and all amounts credited to the
Participant's account shall be paid to the Participant or, in the
case of death, to the Participant's heirs or estate, without
interest. The Committee may also establish rules regarding when
leaves of absence or changes of employment status will be
considered to be a termination of employment, including rules
regarding transfer of employment among Participating
Subsidiaries, Subsidiaries and Intel, and the Committee may
establish termination-of-employment procedures for this Plan that
are independent of similar rules established under other benefit
plans of Intel and its Subsidiaries; provided that such
procedures are not in conflict with the requirements of Section
423 of the Code.

         7. STOCK

         Subject to adjustment as set forth in Section 11, the
maximum number of shares of Common Stock which may be issued
pursuant to the Plan shall be two hundred forty million
(240,000,000) shares. Notwithstanding the above, subject to
adjustment as set forth in Section 11, the maximum number of
shares that may be issued to any Employee in a given Subscription
Period shall be seventy two thousand (72,000) shares of Common
Stock. If, on a given Purchase Date, the number of shares with
respect to which options are to be exercised exceeds either
maximum, the Committee shall make, as applicable, such adjustment
or pro rata allocation of the shares remaining available for
purchase in as uniform a manner as shall be practicable and as it
shall determine to be equitable.

<PAGE>

          8. OFFERING

  (a)On the Commencement Date relating to each Subscription
    Period, each eligible Employee, whether or not such Employee
    has elected to participate as provided in Section 5(a),
    shall be granted an option to purchase that number of whole
    shares of Common Stock (as adjusted as set forth in Section
    11) not to exceed seventy two thousand (72,000) shares (or
    such lower number of shares as determined by the Committee),
    which may be purchased with the payroll deductions
    accumulated on behalf of such Employee during each
    Subscription Period at the purchase price specified in
    Section 8(b) below, subject to the additional limitation
    that no Employee participating in the Plan shall be granted
    an option to purchase Common Stock under the Plan if such
    option would permit his or her rights to purchase stock
    under all employee stock purchase plans (described in
    Section 423 of the Code) of Intel and its Subsidiaries to
    accrue at a rate which exceeds U.S. twenty-five thousand
    dollars (U.S. $25,000) of the Market Value of such Common
    Stock (determined at the time such option is granted) for
    each calendar year in which such option is outstanding at
    any time. For purposes of the Plan, an option is "granted"
    on a Participant's Commencement Date.

    An option will expire upon the earliest to occur of (i) the
    termination of a Participant's participation in the Plan or
    such Subscription Period (ii) the beginning of a subsequent
    Subscription Period in which such Participant is
    participating; or (iii) the termination of the Subscription
    Period. This Section 8(a) shall be interpreted so as to
    comply with Code Section 423(b)(8).

  (b)The Purchase Price under each option shall be with respect
    to a Subscription Period the lower of (i) a percentage (not
    less than eighty-five percent (85%)) established by the
    Committee ("Designated Percentage") of the Offering Price,
    or (ii) the Designated Percentage of the Market Value of a
    share of Common Stock on the Purchase Date on which the
    Common Stock is purchased; provided that the Purchase Price
    may be adjusted by the Committee pursuant to Sections 11 or
    12 in accordance with Section 424(a) of the Code. The
    Committee may change the Designated Percentage with respect
    to any future Subscription Period, but not to below eighty-
    five percent (85%), and the Committee may determine with
    respect to any prospective Subscription Period that the
    option price shall be the Designated Percentage of the
    Market Value of a share of the Common Stock on the Purchase
    Date.

          9. PURCHASE OF STOCK

          Unless a Participant withdraws from the Plan as
provided in Section 5(c) or except as provided in Sections 7, 12
or 14(b), upon the expiration of each Subscription Period, a
Participant's option shall be exercised automatically for the
purchase of that number of whole shares of Common Stock which the
accumulated payroll deductions credited to the Participant's
account at that time shall purchase at the applicable price
specified in Section 8(b). Notwithstanding the foregoing, Intel
or its Participating Subsidiary may make such provisions and take
such action as it deems necessary or appropriate for the
withholding of taxes and/or social insurance which Intel or its
Participating Subsidiary determines is required by Applicable

<PAGE>

Law. Each Participant, however, shall be responsible for payment
of all individual tax liabilities arising under the Plan. The
shares of Common Stock purchased upon exercise of an option
hereunder shall be considered for tax purposes to be sold to the
Participant on the Purchase Date. During his or her lifetime, a
Participant's option to purchase shares of Common Stock hereunder
is exercisable only by him or her.

          10. PAYMENT AND DELIVERY

          As soon as practicable after the exercise of an option,
Intel shall deliver or cause to have delivered to the Participant
a record of the Common Stock purchased and the balance of any
amount of payroll deductions credited to the Participant's
account not used for the purchase, except as specified below. The
Committee may permit or require that shares be deposited directly
with a broker designated by the Committee or to a designated
agent of the Company, and the Committee may utilize electronic or
automated methods of share transfer. The Committee may require
that shares be retained with such broker or agent for a
designated period of time and/or may establish other procedures
to permit tracking of disqualifying dispositions of such shares.
Intel or its Participating Subsidiary shall retain the amount of
payroll deductions used to purchase Common Stock as full payment
for the Common Stock and the Common Stock shall then be fully
paid and non-assessable. No Participant shall have any voting,
dividend, or other Stockholder rights with respect to shares
subject to any option granted under the Plan until the shares
subject to the option have been purchased and delivered to the
Participant as provided in this Section 10. The Committee may in
its discretion direct Intel to retain in a Participant's account
for the subsequent Subscription Period any payroll deductions
which are not sufficient to purchase a whole share of Common
Stock or to return such amount to the Participant. Any other
amounts left over in a Participant's account after a Purchase
Date shall be returned to the Participant without interest.

          11. RECAPITALIZATION

          Subject to any required action by the Stockholders of
Intel, if there is any change in the outstanding shares of Common
Stock because of a merger, consolidation, spin-off,
reorganization, recapitalization, dividend in property other than
cash, stock split, reverse stock split, stock dividend,
liquidating dividend, combination or reclassification of the
Common Stock (including any such change in the number of shares
of Common Stock effected in connection with a change in domicile
of Intel), or any other increase or decrease in the number of
shares of Common Stock effected without receipt of consideration
by Intel, provided that conversion of any convertible securities
of Intel shall not be deemed to have been "effected without
consideration," the number of securities covered by each option
under the Plan which has not yet been exercised and the number of
securities which have been authorized and remain available for
issuance under the Plan, as well as the maximum number of
securities which may be purchased by a Participant in a
Subscription Period, and the price per share covered by each
option under the Plan which has not yet been exercised, may be
appropriately adjusted by the Board, and the Board shall take any
further actions which, in the exercise of its discretion, may be
necessary or appropriate under the circumstances. The Board's
determinations under this Section 11 shall be conclusive and
binding on all parties.

<PAGE>

          12. MERGER, LIQUIDATION, OTHER CORPORATE TRANSACTIONS

  (a)In the event of the proposed liquidation or dissolution of
    Intel, the Subscription Period will terminate immediately
    prior to the consummation of such proposed transaction,
    unless otherwise provided by the Board in its sole
    discretion, and all outstanding options shall automatically
    terminate and the amounts of all payroll deductions will be
    refunded without interest to the Participants.

  (b)In the event of a proposed sale of all or substantially all
    of the assets of Intel, or the merger or consolidation or
    similar combination of Intel with or into another entity,
    then in the sole discretion of the Board, (1) each option
    shall be assumed or an equivalent option shall be
    substituted by the successor corporation or parent or
    subsidiary of such successor entity, (2) a date established
    by the Board on or before the date of consummation of such
    merger, consolidation, combination or sale shall be treated
    as a Purchase Date, and all outstanding options shall be
    exercised on such date, (3) all outstanding options shall
    terminate and the accumulated payroll deductions will be
    refunded without interest to the Participants, or (4)
    outstanding options shall continue unchanged.

          13. TRANSFERABILITY

          Neither payroll deductions credited to a Participant's
bookkeeping account nor any rights to exercise an option or to
receive shares of Common Stock under the Plan may be voluntarily
or involuntarily assigned, transferred, pledged, or otherwise
disposed of in any way, and any attempted assignment, transfer,
pledge, or other disposition shall be null and void and without
effect. If a Participant in any manner attempts to transfer,
assign or otherwise encumber his or her rights or interests under
the Plan, other than as permitted by the Code, such act shall be
treated as an election by the Participant to discontinue
participation in the Plan pursuant to Section 5(c).

          14. AMENDMENT OR TERMINATION OF THE PLAN

  (a)The Plan shall continue from the Effective Date until August
    31, 2011, unless it is terminated in accordance with Section
    14(b).

  (b)The Board may, in its sole discretion, insofar as permitted
    by law, terminate or suspend the Plan, or revise or amend it
    in any respect whatsoever, and the Committee may revise or
    amend the Plan consistent with the exercise of its duties
    and responsibilities as set forth in the Plan or any
    delegation under the Plan, except that, without approval of
    the Stockholders, no such revision or amendment shall
    increase the number of shares subject to the Plan, other
    than an adjustment under Section 11 of the Plan, or make
    other changes for which Stockholder approval is required
    under Applicable Law. Upon a termination or suspension of
    the Plan, the Board may in its discretion (i) return without
    interest, the payroll deductions credited to Participants'
    accounts to such Participants or (ii) set an earlier
    Purchase Date with respect to a Subscription Period then in
    progress.

<PAGE>
          15. ADMINISTRATION

  (a)The Board has appointed the Compensation Committee of the
    Board to administer the Plan (the "Committee"), who will
    serve for such period of time as the Board may specify and
    whom the Board may remove at any time. The Committee will
    have the authority and responsibility for the day-to-day
    administration of the Plan, the authority and responsibility
    specifically provided in this Plan and any additional duty,
    responsibility and authority delegated to the Committee by
    the Board, which may include any of the functions assigned
    to the Board in this Plan. The Committee may delegate to a
    sub-committee or to an officer or officers of Intel the day-
    to-day administration of the Plan. The Committee shall have
    full power and authority to adopt, amend and rescind any
    rules and regulations which it deems desirable and
    appropriate for the proper administration of the Plan, to
    construe and interpret the provisions and supervise the
    administration of the Plan, to make factual determinations
    relevant to Plan entitlements and to take all action in
    connection with administration of the Plan as it deems
    necessary or advisable, consistent with the delegation from
    the Board. Decisions of the Committee shall be final and
    binding upon all Participants. Any decision reduced to
    writing and signed by all of the members of the Committee
    shall be fully effective as if it had been made at a meeting
    of the Committee duly held. The Company shall pay all
    expenses incurred in the administration of the Plan.

  (b)In addition to such other rights of indemnification as they
    may have as members of the Board or officers or employees of
    the Company, members of the Board and of the Committee shall
    be indemnified by the Company against all reasonable
    expenses, including attorneys' fees, actually and
    necessarily incurred in connection with the defense of any
    action, suit or proceeding, or in connection with any appeal
    therein, to which they or any of them may be a party by
    reason of any action taken or failure to act under or in
    connection with the Plan, or any right granted under the
    Plan, and against all amounts paid by them in settlement
    thereof (provided such settlement is approved by independent
    legal counsel selected by the Company) or paid by them in
    satisfaction of a judgment in any such action, suit or
    proceeding, except in relation to matters as to which it
    shall be adjudged in such action, suit or proceeding that
    such person is liable for gross negligence, bad faith or
    intentional misconduct in duties; provided, however, that
    within sixty (60) days after the institution of such action,
    suit or proceeding, such person shall offer to the Company,
    in writing, the opportunity at its own expense to handle and
    defend the same.

          16. COMMITTEE RULES FOR FOREIGN JURISDICTIONS

          The Committee may adopt rules or procedures relating to
the operation and administration of the Plan to accommodate the
specific requirements of local laws and procedures. Without
limiting the generality of the foregoing, the Committee is
specifically authorized to adopt rules and procedures regarding
handling of payroll deductions or other contributions by
Participants, payment of interest, conversion of local currency,
data privacy security, payroll tax, withholding procedures and
handling of stock certificates which vary with local
requirements; however, if such varying provisions are not in
accordance with the provisions

<PAGE>

of Section 423(b) of the Code, including but not limited to the
requirement of Section 423(b)(5) of the Code that all options
granted under the Plan shall have the same rights and privileges
unless otherwise provided under the Code and the regulations
promulgated thereunder, then the individuals affected by such
varying provisions shall be deemed to be participating under a
sub-plan and not in the Plan. The Committee may also adopt sub-
plans applicable to particular Subsidiaries or locations, which
sub-plans may be designed to be outside the scope of Code section
423 and shall be deemed to be outside the scope of Code section
423 unless the terms of the sub-plan provide to the contrary. The
rules of such sub-plans may take precedence over other provisions
of this Plan, with the exception of Section 7, but unless
otherwise superseded by the terms of such sub-plan, the
provisions of this Plan shall govern the operation of such sub-
plan. The Committee shall not be required to obtain the approval
of the Stockholders prior to the adoption, amendment or
termination of any sub-plan unless required by the laws of the
foreign jurisdiction in which Employees participating in the sub-
plan are located.

          17. SECURITIES LAWS REQUIREMENTS

  (a)No option granted under the Plan may be exercised to any
    extent unless the shares to be issued upon such exercise
    under the Plan are covered by an effective registration
    statement pursuant to the Securities Act and the Plan is in
    material compliance with all applicable provisions of law,
    domestic or foreign, including, without limitation, the
    Securities Act, the Exchange Act, the rules and regulations
    promulgated thereunder, applicable state and foreign
    securities laws and the requirements of any stock exchange
    upon which the Shares may then be listed, subject to the
    approval of counsel for the Company with respect to such
    compliance. If on a Purchase Date in any Subscription Period
    hereunder, the Plan is not so registered or in such
    compliance, options granted under the Plan which are not in
    material compliance shall not be exercised on such Purchase
    Date, and the Purchase Date shall be delayed until the Plan
    is subject to such an effective registration statement and
    such compliance, except that the Purchase Date shall not be
    delayed more than twelve (12) months and the Purchase Date
    shall in no event be more than twenty-seven (27) months from
    the Commencement Date relating to such Subscription Period.
    If, on the Purchase Date of any offering hereunder, as
    delayed to the maximum extent permissible, the Plan is not
    registered and in such compliance, options granted under the
    Plan which are not in material compliance shall not be
    exercised and all payroll deductions accumulated during the
    Subscription Period (reduced to the extent, if any, that
    such deductions have been used to acquire shares of Common
    Stock) shall be returned to the Participants, without
    interest. The provisions of this Section 17 shall comply
    with the requirements of Section 423(b)(5) of the Code to
    the extent applicable.

  (b)As a condition to the exercise of an option, Intel may
    require the person exercising such option to represent and
    warrant at the time of any such exercise that the Shares are
    being purchased only for investment and without any present
    intention to sell or distribute such Shares if, in the
    opinion of counsel for Intel, such a representation is
    required by any of the aforementioned applicable provisions
    of law.

<PAGE>

          18. GOVERNMENTAL REGULATIONS

          This Plan and Intel's obligation to sell and deliver
shares of its stock under the Plan shall be subject to the
approval of any governmental authority required in connection
with the Plan or the authorization, issuance, sale, or delivery
of stock hereunder.

          19. NO ENLARGEMENT OF EMPLOYEE RIGHTS

          Nothing contained in this Plan shall be deemed to give
any Employee or other individual the right to be retained in the
employ or service of Intel or any Participating Subsidiary or to
interfere with the right of Intel or Participating Subsidiary to
discharge any Employee or other individual at any time, for any
reason or no reason, with or without notice.

          20. GOVERNING LAW

          This Plan shall be governed by applicable laws of the
State of Delaware and applicable federal law.

         21. EFFECTIVE DATE

          This Plan shall be effective on the Effective Date,
subject to approval of the Stockholders of Intel within twelve
(12) months before or after its date of adoption by the Board.

          22. REPORTS

          Individual accounts shall be maintained for each
Participant in the Plan. Statements of account shall be made
available to Participants at least annually, which statements
shall set forth the amounts of payroll deductions, the Purchase
Price, the number of shares of Common Stock purchased and the
remaining cash balance, if any.

          23. DESIGNATION OF BENEFICIARY FOR OWNED SHARES

          With respect to shares of Common Stock purchased by the
Participant pursuant to the Plan and held in an account
maintained by Intel or its assignee on the Participant's behalf,
the Participant may be permitted to file a written designation of
beneficiary, who is to receive any shares and cash, if any, from
the Participant's account under the Plan in the event of such
Participant's death subsequent to the end of a Subscription
Period but prior to delivery to him or her of such shares and
cash. In addition, a Participant may file a written designation
of a beneficiary who is to receive any cash from the
Participant's account under the Plan in the event of such
Participant's death prior to the Purchase Date of a Subscription
Period. If a Participant is married and the designated
beneficiary is not the spouse, spousal consent shall be required
for such designation to be effective, to the extent required by
local law. The Participant (and if required under the preceding
sentence, his or her spouse) may change such designation of
beneficiary at any time by written notice. Subject to local legal
requirements, in the event of a Participant's death, Intel or its
assignee shall deliver any shares of Common Stock and/or cash to
the designated beneficiary. Subject to local law, in the event of
the death of a Participant and in the absence of a beneficiary
validly designated who is living at the time of such
Participant's

<PAGE>

death, Intel shall deliver such shares of Common Stock and/or
cash to the executor or administrator of the estate of the
Participant, or if no such executor or administrator has been
appointed (to the knowledge of Intel), Intel in its sole
discretion, may deliver (or cause its assignee to deliver) such
shares of Common Stock and/or cash to the spouse, or to any one
or more dependents or relatives of the Participant, or if no
spouse, dependent or relative is known to Intel, then to such
other person as Intel may determine. The provisions of this
Section 23 shall in no event require Intel to violate local law,
and Intel shall be entitled to take whatever action it reasonably
concludes is desirable or appropriate in order to transfer the
assets allocated to a deceased Participant's account in
compliance with local law.

          24. ADDITIONAL RESTRICTIONS OF RULE 16b-3.

          The terms and conditions of options granted hereunder
to, and the purchase of shares of Common Stock by, persons
subject to Section 16 of the Exchange Act shall comply with the
applicable provisions of Rule 16b-3. This Plan shall be deemed to
contain, and such options shall contain, and the shares of Common
Stock issued upon exercise thereof shall be subject to, such
additional conditions and restrictions, if any, as may be
required by Rule 16b-3 to qualify for the maximum exemption from
Section 16 of the Exchange Act with respect to Plan transactions.

          25. NOTICES

          All notices or other communications by a Participant to
Intel or the Committee under or in connection with the Plan shall
be deemed to have been duly given when received in the form
specified by Intel or the Committee at the location, or by the
person, designated by Intel for the receipt thereof.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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