UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549
                         _______________

                            FORM 8-K

                         CURRENT REPORT
             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934

                        December 23, 2004
                (Date of earliest event reported)

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

      Delaware                0-06217              94-1672743
     (State of           (Commission File        (IRS Employer
   Incorporation)             Number)            Identification
                                                    Number)

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

                         (408) 765-8080
      (Registrant's telephone number, including area code)


Check  the  appropriate  box below if  the  Form  8-K  filing  is
intended to simultaneously satisfy the filing obligation  of  the
registrant under any of the following provisions:

[  ]  Written  communications pursuant  to  Rule  425  under  the
Securities Act (17 CFR 230.425)

[  ]  Soliciting  material  pursuant to  Rule  14a-12  under  the
Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to  Rule  14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to  Rule  13e-4(c)
under the Exchange Act (17 CFR 240.13e-4c))


Item         Other Events.
8.01

               On  December 23, 2004, Paul S. Otellini, President
             and  Chief  Operating Officer of  Intel  Corporation
             ("Intel"), adopted pre-arranged stock trading  plans
             intended  to  satisfy Rule 10b5-1 of the  Securities
             Exchange  Act of 1934, as amended ("Exchange  Act").
             These plans relate to the sale of stock that may  be
             purchased  upon the exercise of Intel stock  options
             that  were  previously granted  in  April  1995  and
             April  1996,  which expire in April 2005  and  April
             2006, respectively.

               Mr.  Otellini  entered into  two  separate  10b5-1
             trading  plans.   Pursuant  to  the  first  plan,  a
             brokerage  firm  may exercise Mr.  Otellini's  stock
             options  that  were granted in April  1995,  to  the
             extent  not previously exercised, and then  sell  up
             to  256,000  shares of Intel stock  in  March  2005.
             Pursuant  to the second plan, a brokerage  firm  may
             exercise  Mr.  Otellini's stock  options  that  were
             granted  in April 1996, to the extent not previously
             exercised,  and  then sell up to 192,000  shares  of
             Intel stock in March 2006.

                The   plans  will  be  implemented  through   the
             brokerage firm of UBS Financial Services, Inc.   The
             transactions under the plans will only  be  executed
             if  the  market  price of Intel  stock  exceeds  the
             exercise  price  of  the  stock  options  (including
             commissions).   The transactions will  be  disclosed
             publicly  through Form 4 filings with the Securities
             and Exchange Commission.

               Under Rule 10b5-1, corporate insiders may adopt  a
             prearranged  plan  or  contract  for  the  sale   of
             company  securities under specified  conditions  and
             times.    Using   these   plans,   individuals   can
             prudently  manage  and  diversify  their  investment
             portfolios.

               This  information shall not be deemed "filed"  for
             purposes  of  Section 18 of the  Exchange  Act,  nor
             shall it be deemed incorporated by reference in  any
             disclosure  document of Intel, except  as  shall  be
             expressly  set forth by specific reference  in  such
             document.



                            SIGNATURE

Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the Registrant has duly caused this report to be signed  on
its behalf by the undersigned hereunto duly authorized.



                                 INTEL CORPORATION
                                 (Registrant)


                                 By:  /s/Cary I. Klafter
                                      Cary I. Klafter
Date:  December 28, 2004              Secretary