8-K

                           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 20, 1994




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




          Delaware                      0-6217                  94-1672743
   (State of Incorporation)    (Commission File Number)       (IRS Employer
                                                            Identification No.)



                  2200 Mission College Blvd., Santa Clara, CA 95052
                      (Address of principal executive offices)



                                   408/765-8080
                         (Registrant's telephone number)


 2

ITEM 5.           OTHER EVENTS.
- -------           -------------
   5.1            Attached hereto as Exhibit 99.1 and incorporated by reference 
                  herein is a press release issued by Intel Corporation on 
                  December 20, 1994 relating to the adoption of an upon-request
                  replacement policy on Pentium(TM) processors and a material 
                  (as yet unspecified) charge against earnings which Intel
                  Corporation will take in the fourth quarter of its fiscal year
                  ended December 31, 1994.


ITEM 7.           Financial Statements, Pro Forma Financial Information 
- -------           and Exhibits.
                  -----------------------------------------------------
Exhibit 99.1      Press Release of Intel Corporation dated December 20, 1994


 3

                                   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




BY:  /s/ F. Thomas Dunlap, Jr.
     -------------------------
     F. Thomas Dunlap, Jr.
     Vice President,
     General Counsel and Secretary


     December 20, 1994
     -----------------

EX-99

                                                                   Exhibit 99.1
CONTACTS:  Howard High
           Press Relations
           (408) 765-1488

           Gordon Casey
           Investor Relations
           (408) 765-8418


Note to Analysts and Editors:  Intel will hold a conference call this morning at
6:00 a.m., Pacific Standard Time.  To join, call 212-346-0100.

INTEL ADOPTS UPON-REQUEST REPLACEMENT POLICY ON  PENTIUM(TM) PROCESSORS WITH 
FLOATING POINT FLAW; WILL TAKE Q4 CHARGE AGAINST EARNINGS

SANTA CLARA, Calif., December 20, 1994 -- Intel today said it will exchange the
processor for any owner of a  Pentium(TM) processor-based system who is 
concerned about the subtle flaw in the floating point unit of the processor.  
The company has been criticized in recent weeks for replacing processors on the
basis of need rather than on request.  Intel will take a reserve against fourth 
quarter earnings to cover costs associated with the replacement program.

The flaw can produce reduced precision in floating point divide operations once 
every nine billion random number pairs.  Intel said that while almost no one 
will ever encounter the flaw, the company will nevertheless replace the 
processor upon request with an updated version that does not have the flaw.  
This offer  will be in effect for the lifetime of a user's PC, which means that 
users can conclude they do not currently want a replacement, but still have the 
option of replacing the chip in the future if they wish.  Intel is making a 
rapid manufacturing transition to the updated version, and expects to be able to
ship sufficient replacement parts to meet demand during the next few months.

"The past few weeks have been deeply troubling.  What we view as an extremely 
minor technical problem has taken on a life of its own," said Dr. Andrew S. 
Grove, president and chief executive officer.  "Our OEM customers and the retail
channel have been very supportive during this difficult period, and we are very 
grateful," Dr. Grove said.  "To support them and their customers, we are today 
announcing a no-questions-asked return policy on the current version of the 
Pentium processor.  

"Our previous policy was to talk with users to determine whether their needs 
required replacement of the processor.  To some people, this policy seemed 
arrogant and uncaring.  We apologize.  We were motivated  by a belief that 
replacement is simply unnecessary for most people.  We still feel that way, but 
we are changing our policy because we want there to be no doubt that we stand 
behind this product." 

Intel will send a replacement processor to PC users who choose to do the 
replacement themselves, and will offer telephone technical assistance.  Call 
1-800-628-8686 for details. Intel  also said it planned to contract with service
providers to do replacements at no charge for PC owners who prefer to bring 
their PC's to a service location.  Details will be provided in the next few 
weeks.  Finally, Intel said it would work with its OEM customers to provide 
replacement for PC users who prefer to work with the manufacturer of their 
system.

The company said it would take an unspecified but material charge against fourth
quarter earnings to cover costs associated with the replacement program
announced today.  Intel said it was unable to determine the amount of the 
reserve, but said an estimated total will be provided on or before January 17, 
the date of Intel's 1994 financial results announcement.  Following this release
is a copy of an advertisement that will appear starting on December 21 in major 
newspapers in North America.

Intel, the world's largest chip maker, is also a leading manufacturer of 
personal computer, networking and communications products.


 2 - Exhibit 99.1 (con't)

December 21, 1994

To owners of Pentium(TM) processor-based computers and the PC community:

We at Intel wish to sincerely apologize for our handling of the recently 
publicized Pentium processor flaw. 

The Intel Inside(R) symbol means that your computer has a microprocessor second 
to none in quality and performance.  Thousands of Intel employees work very hard
to assure that this is true.  But no microprocessor is ever perfect.

What Intel continues to believe is an extremely minor technical problem has 
taken on a life of its own.  Although Intel firmly stands behind the quality of
the current version of the Pentium processor, we recognize that many users have
concerns.

We want to resolve these concerns.

Intel will exchange the current version of the Pentium processor for an updated 
version in which this floating-point divide flaw is corrected for any owner who
requests it, free of charge anytime during the life of their computer.  Just
call 1-800-628-8686.

Sincerely,


Andrew S. Grove
President & CEO

Craig R. Barrett
Exec. Vice President & COO

Gordon E. Moore
Chairman of the Board