8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

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                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported):    March 4, 1999



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



                                                    
          DELAWARE                      0-6217                 94-1672743
(State or Other Jurisdiction       (Commission File          (I.R.S. Employer
     of Incorporation )                 Number)           Identification Number)




                           2200 MISSION COLLEGE BLVD.
                           SANTA CLARA, CA 95052-8119
               (Address of Principal Executive Offices) (Zip Code)

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

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ITEM 5. OTHER EVENTS.

     Attached hereto as Exhibit 99.1 and incorporated by reference herein is a
press release issued by Intel Corporation on March 4, 1999 relating to a
stock-for-stock merger agreement to acquire Level One Communications valued at
approximately $2.2 billion.


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(C)  EXHIBITS



     Exhibit No.              Description
     -----------              -----------
                           
        99.1                  Press Release issued March 4, 1999.


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                                   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.

Dated as of March 12, 1999.

                                INTEL CORPORATION


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

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                                  EXHIBIT INDEX



                                                                    SEQUENTIALLY
                                                                      NUMBERED
EXHIBIT NO.             DOCUMENT                                        PAGE
- -----------             --------                                    ------------
                     
Exhibit 99.1            Press Release issued March 4, 1999.

EX-99.1

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                                  EXHIBIT 99.1

                      PRESS RELEASE ISSUED ON MARCH 4, 1999

INTEL TO ACQUIRE LEVEL ONE FOR APPROXIMATELY $2.2 BILLION IN 
STOCK-FOR-STOCK MERGER

ACQUISITION AIMED AT BUILDING NETWORK SYSTEMS IN SILICON

     NOTE: Intel and Level One executives will host a teleconference to discuss
the details of this agreement and answer questions at 2:15 p.m. (PST) on
Thursday, March 4. Press and analysts interested in hearing about this
announcement may call into the teleconference by dialing 800-967-7184 to
participate. International callers dial 719-457-2633. The confirmation number is
639282 for all callers. A full recording of the briefing can be accessed through
March 11 by calling 888-567-0712 (domestic) or 402-220-4002 (international).

     SANTA CLARA, Calif. and SACRAMENTO, Calif. March 4, 1999 - Intel
Corporation and Level One Communications today announced that the boards of
directors of both companies have approved a definitive stock-for-stock merger
agreement valued at approximately $2.2 billion under which Intel would acquire
Level One. The acquisition is aimed at bringing customers advanced networking
capabilities by offering increased bandwidth and functionality through silicon
integration. The Sacramento-based Level One provides silicon connectivity
solutions for high-speed telecom and networking applications and is expected to
establish Intel as a leading component supplier for the rapidly growing Internet
and Intranet equipment market segments.

     Under the terms of the agreement, each share of Level One stock would be
exchanged for 0.43 shares of Intel stock and the merger would be accounted for
using the purchase accounting method. A total of approximately 18.6 million
shares of Intel stock would be issued to consummate the tax-free merger
(including the presumed conversion of Level One's outstanding convertible
subordinated notes into Level One common stock when permissible under their
terms). The exchange rate and the total number of shares will be adjusted for
Intel's previously announced 2 for 1 stock split. The transaction is subject to
regulatory review, Level One stockholder approval and other normal closing
conditions. Upon completion of the merger, which is expected by the end of the
second quarter of 1999, Level One will become a wholly-owned subsidiary
reporting into Intel's Network Communications Group and all Level One employees
will continue as employees of this subsidiary.

     "Today's announced merger extends our strength in networking and
communications," said Craig Barrett, president and CEO of Intel. "It provides us
with the silicon building blocks necessary to supply the rapidly growing demands
created by the Internet and e-commerce."


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     "This merger benefits Level One employees and customers by delivering on
our vision of highly integrated communications systems on silicon," said Robert
Pepper, Level One's president and CEO who will join Intel as vice president of
the company's Network Communications Group and general manager of the Level One
Components Division.

     "We've been fortunate to have worked with Level One on several programs
over the past year, and discovered our common vision and corporate cultural
values to be a great match," said Mark Christensen vice president and general
manager of Intel's Network Communications Group. The companies do not anticipate
any immediate changes to either of their product lines and Level One intends to
continue to use its existing manufacturing relationships and provide its
products to customers under existing agreements.

     Level One Communications (Nasdaq: LEVL), a leader in communications IC
technology, provides silicon connectivity solutions for high-speed telecom and
networking applications. These components are critical connecting links in
today's telecommunication and data communication (LAN/WAN) networks and are the
key building blocks for the Intranets and Internets of the future. Level One
combines its strengths in analog and digital circuit design with its
communications systems expertise to produce mixed-signal solutions with
increased functionality and greater reliability, resulting in lower total system
cost. Level One Communications, Inc. is ISO 9001 registered, illustrating the
company's commitment to world-class standards and providing high quality
products.

     Company headquarters are located at 9750 Goethe Road, Sacramento, CA 95827.
For information on the company and its products, visit its site on the World
Wide Web at http://www.level1.com.

     Intel, the world's largest chip maker, is also a leading manufacturer of
computer, networking and communications products. Additional information about
Intel is available at www.intel.com/pressroom.


*Third party marks and brands are property of their respective holders.

(C) 1998 Level One Communications, Inc., Level One, the Level One logo are
    registered trademarks of Level One Communications. Any other product names
    mentioned herein are the property of their respective owners.

This release contains forward-looking statements based on current expectations
or beliefs, as well as a number of assumptions about future events, and are
subject to factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements. The reader is
cautioned not to put undue reliance on these forward-looking statements, which
are not a guarantee of future performance and are subject to a number of
uncertainties and other factors, many of which are outside the control of Intel
and Level One. The forward-looking statements in this release address a variety
of subjects including, for example, the expected date of closing of the
acquisition and the potential benefits of the merger. 


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The following factors, among others, could cause actual results to differ 
materially from those described in these forward-looking statements: the risk
that Level One's business will not be successfully integrated with Intel's
business; costs associated with the merger; the inability to obtain the approval
of Level One's stockholders; matters arising in connection with the parties'
efforts to comply with applicable regulatory and tax requirements relating to
the transaction; and increased competition and technological changes in the
industries in which Intel and Level One compete. For a detailed discussion of
these and other cautionary statements, please refer to Intel's and Level One's
filings with the Securities and Exchange Commission, including their respective
Annual Reports on Form 10-K for the year ended Dec. 27, 1997 for Intel, and Dec.
28 for Level One and their respective Quarterly Reports on Form 10-Q for the
quarter ended Sept. 25, 1998 for Intel and the quarter ended Sept. 27 for Level
One.


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