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:  March 3, 2006
                (Date of earliest event reported)



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




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


  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 the
          text of Intel Corporation's announcement
          regarding an update to forward-looking
          statements relating to the first quarter
          of 2006 as presented in a press release
          of March 3, 2006.  The information in
          this report shall be deemed incorporated
          by reference into any registration
          statement heretofore and hereafter filed
          under the Securities Act of 1933, as
          amended, except to the extent that such
          information is superceded by information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: March 3, 2006               By: /s/Cary I. Klafter
                                      -------------------
                                      Cary I. Klafter
                                      Secretary

EX-99

                                             Exhibit 99.1

INTEL FIRST-QUARTER REVENUE BELOW EXPECTATIONS


SANTA CLARA, Calif., March 3, 2006 - Intel Corporation today
announced that first-quarter revenue is expected to be
between $8.7 billion and $9.1 billion, as compared to the
previous expectation of between $9.1 billion and $9.7
billion, primarily due to weaker than expected demand and a
slight market segment share loss.

     The company expects the first-quarter gross margin
percentage to be adversely impacted by the change in
revenue. Expenses (R&D plus MG&A) are expected to be lower
than previously forecast due to lower revenue- and profit-
related spending.

     Effective with this announcement, Intel has begun its
"Quiet Period." Intel's Business Outlook, published in the
company's fourth-quarter earnings release dated Jan. 17,
2006, and in its Form 10-K for the year ended Dec. 31, 2005,
no longer reflects the company's current expectations. The
company plans to provide a new Business Outlook when it
reports first-quarter financial results on April 19, 2006.

     The above statements and any others in this document
that refer to plans and expectations for the first quarter
and the future involve a number of risks and uncertainties.
Many factors could cause Intel's actual results to differ
materially from current expectations, including the
following:

*    Intel operates in intensely competitive industries that
     are characterized by a high percentage of costs that are
     fixed or difficult to reduce in the short term, and by
     product demand that is highly variable. Revenue and the
     gross margin percentage are affected by the demand for and
     market acceptance of Intel's products; the availability of
     sufficient inventory of Intel products and related
     components from other suppliers to meet demand; pricing
     pressures; actions taken by Intel's competitors; and Intel's
     ability to respond quickly to technological developments and
     to incorporate new features into its products. Factors that
     could cause demand to be different from Intel's expectations
     include changes in customer order patterns, including order
     cancellations; changes in the level of inventory at
     customers; and changes in business and economic conditions.

*    The gross margin percentage could vary from
     expectations based on changes in revenue levels; product mix
     and pricing; variations in inventory valuation, including
     variations related to the timing of qualifying products for
     sale; excess or obsolete inventory; manufacturing yields;
     changes in unit costs; capacity utilization; impairments of
     long-lived assets, including manufacturing, assembly/test
     and intangible assets; and the timing and execution of the
     manufacturing ramp and associated costs, including start-up
     costs.

*    Expenses, particularly certain marketing and
     compensation expenses, vary depending on the level of demand
     for Intel's products and the level of revenue and profits.

*    Intel's results could be impacted by unexpected
     economic, social and political conditions in the countries
     in which Intel, its customers or its suppliers operate,
     including security risks, possible infrastructure
     disruptions and fluctuations in foreign currency exchange
     rates.

*    Intel's results could be affected by adverse effects
     associated with product defects and errata (deviations from
     published specifications), and by litigation or regulatory
     matters involving intellectual property, stockholder,
     consumer, antitrust and other issues, such as the litigation
     and regulatory matters described in Intel's SEC reports.

*    Intel's results could be affected by the amount, type,
     and valuation of share-based awards granted as well as the
     amount of awards cancelled due to employee turnover.

     A more detailed discussion of these and other factors
that could affect results is contained in Intel's SEC
filings, including the report on Form 10-K for the year
ended Dec. 31, 2005.

     Intel, the world leader in silicon innovation, develops
technologies, products and initiatives to continually
advance how people work and live. Additional information
about Intel is available at www.intel.com/pressroom.

                           -30-

Intel and the Intel logo are trademarks or registered
trademarks of Intel Corporation or its subsidiaries in the
United States and other countries.