-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 TIk94qbJFrNle9XyMFSwJdp0mOHlued+YY6EXAiYs+nMZX1yLEO2uv6wOqsIqXLF
 5u4El+NatpbYcMJvIWa7Fg==

<SEC-DOCUMENT>0000050863-06-000111.txt : 20060621
<SEC-HEADER>0000050863-06-000111.hdr.sgml : 20060621
<ACCEPTANCE-DATETIME>20060621110355
ACCESSION NUMBER:		0000050863-06-000111
CONFORMED SUBMISSION TYPE:	S-8 POS
PUBLIC DOCUMENT COUNT:		1
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 POS
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-115625
		FILM NUMBER:		06916601

	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 POS
<SEQUENCE>1
<FILENAME>s8deregister2.txt
<DESCRIPTION>POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
<TEXT>


     As  filed with the Securities and Exchange Commission on June 21, 2006

						Registration No.  333-115625

                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549


                      POST-EFFECTIVE AMENDMENT NO. 1
                                    TO
                                 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                           (I.R.S. Employer
      Jurisdiction                             Identification
  of Incorporation or                             Number)
     Organization)

  2200 Mission College                           95054-8119
         Blvd.                                   (Zip Code)
    Santa Clara, CA
 (Address of Principal
   Executive Offices)

               Intel Corporation 2004 Equity Incentive Plan
                         (Full Title of the Plan)

                           CARY I. KLAFTER, ESQ.
                       Vice President and Secretary
                             Intel Corporation
                        2200 Mission College Blvd.
                        Santa Clara, CA  95054-8119
                  (Name and Address of Agent for Service)

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

				Copies to:
                          RONALD O. MUELLER, ESQ.
                        Gibson, Dunn & Crutcher LLP
                  1050 Connecticut Avenue, NW, Suite 300
                           Washington, DC  20036
                              (202) 955-8500

<PAGE>

                        EXPLANATORY NOTE

    Intel Corporation ("Intel") registered 240,000,000 shares of
its common stock for issuance under the Intel Corporation 2004
Equity Incentive Plan (the "Plan") pursuant to Registration
Statement on Form S-8, File No. 333-115625, filed with the
Securities and Exchange Commission on May 19, 2004. This Post-
Effective Amendment No. 1 is being filed to deregister 40,894,140
shares of Intel common stock that have not yet been issued under
the Plan.

    Accordingly, Intel hereby withdraws from registration under
the Registration Statement on Form S-8, File No.  333-115625,
40,894,140 shares of its common stock that have not been and will
not be issued under the Plan.

        [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

<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 Post-Effective Amendment No. 1 to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Clara, State of California, on
this 21st day of June, 2006.

                                   INTEL CORPORATION


                                   By:  /s/  Cary I. Klafter
                              		---------------------
                                        Cary I. Klafter
                                        Vice President and
                              		Secretary


     Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 has been signed by the
following persons in the capacities and on the dates indicated.


Signature                Title                  Date

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

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

*                        Director               June 21, 2006
Charlene Barshefsky

*                        Director               June 21, 2006
E. John P. Browne

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

*                        Director               June 21, 2006
D. James Guzy

*                        Director               June 21, 2006
Reed E. Hundt

			 Director               June 21, 2006
James D. Plummer

*                        Director               June 21, 2006
David S. Pottruck

*                        Director               June 21, 2006
Jane E. Shaw

*                        Director               June 21, 2006
John L. Thornton

*                        Director               June 21, 2006
David B. Yoffie


* By:     /s/  Cary I. Klafter
Name:     Cary I. Klafter
Title:    Attorney-in-Fact


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
