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 4, 2004
                        (Date of earliest event reported)



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


    Delaware                              0-06217               94-1672743
    --------                               ------               ----------
   (State of                            (Commission           (IRS Employer
 incorporation)                          File Number)       Identification No.)



  2200 Mission College Blvd., Santa Clara, California          95052-8119
  ---------------------------------------------------          ----------
        (Address of principal executive offices)               (Zip Code)



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











         Item 9.     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 2004 and the first quarter of 2004
                     as presented in a press release of March 4, 2004. 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                     superceded by information as of a subsequent date that is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 4, 2004                  By:   /s/ Andy D. Bryant
                                          -------------------
                                          Andy D. Bryant
                                          Executive Vice President,
                                          Chief Financial Officer and
                                          Principal Accounting Officer

EX-99.1

                                                                    Exhibit 99.1

Intel First-Quarter Business Within Expectations; Company Narrows
Revenue Range to Between $8.0 Billion and $8.2 Billion

    SANTA CLARA, Calif.--(BUSINESS WIRE)--March 4, 2004--Intel
Corporation today narrowed its revenue expectation for the first
quarter to between $8.0 billion and $8.2 billion, as compared to the
previous range of $7.9 billion to $8.5 billion. The gross margin
percentage is expected to be 60 percent, plus or minus a point, as
compared to the previous expectation of 60 percent, plus or minus a
couple of points.
    Demand for the company's Intel Architecture products is consistent
with the lower end of normal seasonal patterns and significantly
higher than in the same period last year. Demand for Intel's
communications products is in line with the company's expectations at
the beginning of the quarter. All other expectations are unchanged.
    This information was provided as part of a scheduled update to the
company's Business Outlook for the quarter, which ends March 27.
Intel's first-quarter Business Outlook was originally published in the
company's fourth-quarter 2003 earnings release, available at
www.intc.com. The company will discuss this update during a public
webcast at 2:30 p.m. PST today at www.intc.com, with a replay
available until April 13.
    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.

    This Business Update and the Jan. 14 Business Outlook are forward
looking and involve a number of risks and uncertainties. Demand for
Intel's products, which impacts revenue and the gross margin
percentage, is affected by business and economic conditions as well as
computing and communications industry trends and changes in customer
ordering patterns. Revenue and the gross margin percentage are
affected by competing chip architectures and manufacturing
technologies, competing software-compatible microprocessors, pricing
pressures and other competitive factors, as well as market acceptance
of Intel's new products, the availability of sufficient inventory to
meet demand, the availability of externally purchased components and
the development and timing of introduction of compelling software
applications and operating systems that take advantage of the features
of Intel's products. Future revenue is also dependent on continuing
technological advancement, including developing and implementing new
processes and strategic products, as well as the timing of new product
introductions, sustaining and growing new businesses and integrating
and operating any acquired businesses. In addition to the impact of
changes in revenue, the gross margin percentage varies with product
mix and pricing, changes in unit costs, capacity utilization and the
existence of excess capacity, and the timing and execution of the
manufacturing ramp, including the ramp of 90-nanometer process
technology on 300-millimeter wafers, and associated costs. The gross
margin percentage could also be affected by excess or obsolete
inventory, variations in inventory valuation, and impairment of
manufacturing or assembly and test assets. Intel conducts much of its
manufacturing, assembly and test, and sales activities outside the
United States and is thus subject to a number of other factors,
including currency controls and fluctuations, tariff and import
regulations and regulatory requirements which may limit Intel's or its
customers' ability to manufacture, assemble and test, design, develop
or sell products in particular countries. If terrorist activity, armed
conflict, civil or military unrest or political instability occurs in
the United States, Israel or other locations, such events may disrupt
manufacturing, assembly and test, logistics, security and
communications, and could also result in reduced demand for Intel's
products. The impacts of major health concerns or of large-scale
outages or interruptions of service from utility or other
infrastructure providers, on Intel, its suppliers, customers or other
third parties could also adversely affect Intel's business and impact
customer order patterns. Expenses, particularly certain marketing and
compensation expenses, vary depending on the level of revenue and
profits. The expectation regarding gains or losses from equity
securities and interest and other assumes no unanticipated events and
varies depending on equity market levels and volatility, gains or
losses realized on the sale or exchange of securities, impairment
charges related to non-marketable and other investments, interest
rates, cash balances, and changes in fair value of derivative
instruments. Expectations of impairment charges on investments are
based on experience, and it is not possible to know which specific
investments are likely to be impaired or the extent or timing of
individual impairments. The tax rate expectation is based on current
tax law and current expected income, and assumes Intel continues to
receive tax benefits for export sales. The tax rate may be affected by
the closing of acquisitions or divestitures, the jurisdiction in which
profits are determined to be earned and taxed, and the ability to
realize deferred tax assets. Results could also be affected by adverse
effects associated with product defects and errata (deviations from
published specifications) and by litigation, such as that described in
Intel's SEC reports, as well as other risk factors listed in Intel's
SEC reports, including the report on Form 10-K for the year ended Dec.
27, 2003.

    *Intel is a trademark or registered trademark of Intel Corporation
or its subsidiaries in the United States and other countries.