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: June 3, 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 second quarter of 2004
            as presented in a press release of June 3, 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            superceded by information as of a subsequent date that is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: June 3, 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 Second-Quarter Business within Expectations; Revenue Expected to
be Between $8.0 Billion and $8.2 Billion

    SANTA CLARA, Calif.--(BUSINESS WIRE)--June 3, 2004--Intel
Corporation expects revenue for the second quarter to be between $8.0
billion and $8.2 billion, as compared to the previous range of $7.6
billion to $8.2 billion.
    Demand for Intel Architecture products is consistent with the
company's expectations at the beginning of the quarter and
significantly higher than in the same period last year. Communications
revenue is trending above the company's previous expectations
primarily due to increased demand for the company's flash memory
products.
    The gross margin percentage is expected to be between 60 percent
and 61 percent, as compared to the previous expectation of 60 percent,
plus or minus a couple of points.
    The company closed a state income tax audit relating to prior
years' returns, and as a result will reduce its income tax expense by
approximately $60 million during the quarter, which will slightly
reduce the previous full year tax rate expectation of approximately 32
percent.
    All other expectations are unchanged.
    This Business Update is a scheduled update to the company's
Business Outlook for the quarter, which ends June 26. Intel's
second-quarter Business Outlook was originally published in the
company's first-quarter 2004 earnings release, available at
www.intc.com. The company will discuss this update during a public
webcast at 2:30 p.m. PDT today at www.intc.com, with a replay
available until July 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 April 13 Business Outlook are forward
looking and involve a number of risks and uncertainties. A number of
factors could cause actual results to differ materially from
expectations. 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 or materials 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. The gross margin percentage varies with
revenue levels, 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 nm process technology on 300 mm 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 or regulatory matters
involving intellectual property, stockholder, consumer, antitrust and
other issues, such as the litigation and/or regulatory matters
described in Intel's SEC reports, as well as other risk factors listed
in Intel's SEC reports, including the report on Form 10-Q for the
quarter ended March 27, 2004.

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