Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  TALWALKAR ABHIJIT Y
2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2005
3. Issuer Name and Ticker or Trading Symbol
INTEL CORP [INTC]
(Last)
(First)
(Middle)
INTEL CORPORATION, 2200 MISSION COLLEGE BLVD.
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VICE PRESIDENT
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SANTA CLARA, CA 95052
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
COMMON 0 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) 04/09/2001 04/09/2006 COM.STK 20,400 $ 7.67 D  
Employee Stock Option (right to buy) 04/22/2002 04/22/2007 COM.STK 11,200 $ 17.42 D  
Employee Stock Option (right to buy) 04/14/2003 04/14/2008 COM.STK 17,760 $ 19 D  
Employee Stock Option (right to buy) 04/13/2004 04/13/2009 COM.STK 13,320 $ 30.7 D  
Employee Stock Option (right to buy) 04/25/2005 04/25/2010 COM.STK 20,400 $ 61.19 D  
Employee Stock Option (right to buy) 10/10/2002 10/10/2010 COM.STK 6,000 $ 38.81 D  
Employee Stock Option (right to buy) 10/10/2004 10/10/2010 COM.STK 6,000 $ 38.81 D  
Employee Stock Option (right to buy) 03/21/2002 03/21/2011 COM.STK 4,901 $ 25.69 D  
Employee Stock Option (right to buy) 03/21/2003 03/21/2011 COM.STK 4,901 $ 25.69 D  
Employee Stock Option (right to buy) 04/10/2006 04/10/2011 COM.STK 15,000 $ 24.23 D  
Employee Stock Option (right to buy) 10/09/2004 10/09/2011 COM.STK 10,000 $ 21.67 D  
Employee Stock Option (right to buy) 10/09/2005 10/09/2011 COM.STK 10,000 $ 21.67 D  
Employee Stock Option (right to buy) 10/09/2006 10/09/2011 COM.STK 10,000 $ 21.67 D  
Employee Stock Option (right to buy) 10/09/2007 10/09/2011 COM.STK 10,000 $ 21.67 D  
Employee Stock Option (right to buy) 04/13/2007 10/31/2011 COM.STK 10,800 $ 24.37 D  
Employee Stock Option (right to buy) 11/25/2003 11/25/2012 COM.STK 4,450 $ 20.23 D  
Employee Stock Option (right to buy) 11/25/2004 11/25/2012 COM.STK 4,450 $ 20.23 D  
Employee Stock Option (right to buy) 11/25/2005 11/25/2012 COM.STK 4,450 $ 20.23 D  
Employee Stock Option (right to buy) 11/25/2006 11/25/2012 COM.STK 4,451 $ 20.23 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TALWALKAR ABHIJIT Y
INTEL CORPORATION
2200 MISSION COLLEGE BLVD.
SANTA CLARA, CA 95052
      VICE PRESIDENT  

Signatures

ABHIJIT Y. TALWALKAR 02/11/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Mr. Talwalkar owns no Intel Corporation stock.
 
Remarks:
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