8-K

                         UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION


                     Washington, D.C. 20549


                            FORM 8-K


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


              Date of Report:  December 12, 2005
               (Date of earliest event reported)



                       INTEL CORPORATION
     (Exact name of registrant as specified in its charter)


      Delaware              000-06217            94-1672743
      --------               -------             ----------
    (State or other        (Commission          (IRS Employer
    jurisdiction of         File Number)      Identification No.)
    incorporation)



 2200 Mission College Blvd., Santa Clara,         95054-1549
                 California
 -----------------------------------------        ----------
 (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 7.01	Regulation FD Disclosure


		Attached hereto as Exhibit 99.1 and incorporated by reference
		herein is a press release describing an offering of $1.4 billion
		principal amount of junior subordinated convertible debentures
		pursuant to Rule 144A under the Securities Act of 1933, as amended.
		The information in this report shall not be deemed incorporated by
		reference into any registration statement heretofore or hereafter
		filed under the Securities Act of 1933, as amended, except to the
		extent that such information is superseded by information as of a
		subsequent date that is included in or incorporated by reference
		into such registration statement. The information in this report
		shall not be treated as filed for purposes of the Securities
		Exchange Act of 1934, as amended.




                           SIGNATURES


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)


Date: December 12, 2005        By:   /s/ Cary I. Klafter
                                     -------------------------
				     Cary I. Klafter
                                     Secretary

EX-99

							Exhibit 99.1


			Intel to Offer $1.4 Billion
		Junior Subordinated Convertible Debentures

Santa Clara, Calif., December 12, 2005 -- Intel Corporation today
announced its intention to commence an offering, subject to market
conditions and other factors, of $1.4 billion principal amount of
junior subordinated convertible debentures. The debentures would be
due in 2035 and are to be offered and sold to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended. The conversion rate and other terms will be determined by
negotiations between the company and the initial purchaser of the
debentures.

       Intel intends to use the proceeds of the offering for general
corporate purposes.  The company may also use a portion of the proceeds
to purchase shares of its common stock concurrently with pricing of the
debentures.

       This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities and shall not constitute an
offer, solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful.
       The debentures have not been registered under the Securities Act
of 1933, as amended, or any state securities laws and may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements.
       This press release contains certain forward-looking statements
that are subject to known and unknown risks and uncertainties that could
cause actual results to differ materially from those expressed or implied
by such statements. Such risks and uncertainties include, but are not
limited to whether or not Intel will offer the debentures or consummate the
offering, the anticipated terms of the debentures and the offering, and
the anticipated use of the proceeds of the offering.  Intel does not
undertake any obligation to update any forward-looking statements to
reflect events or circumstances occurring after the date of this
press release.