FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * SODHANI ARVIND   2. Issuer Name and Ticker or Trading Symbol INTEL CORP [INTC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EXEC. VP; PRES. INTEL CAPITAL (Last) (First) (Middle) INTEL CORPORATION, 2200 MISSION COLLEGE BLVD. 3. Date of Earliest Transaction (Month/Day/Year) 04/17/2008 (Street) SANTA CLARA, CA 95054 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price COMMON               360,347 D   COMMON               4,000 I Held by Mother COMMON               33.114 I By Employee Benefit Plan Trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Option (right to buy)

$ 22.11

04/17/2008

A

58,750

04/17/2009

04/17/2015

COM.STK

58,750

$ 0

1,481,454

D

Employee Option (right to buy)

$ 22.11

04/17/2008

A

58,750

04/17/2010

04/17/2015

COM.STK

58,750

$ 0

1,540,204

D

Employee Option (right to buy)

$ 22.11

04/17/2008

A

58,750

04/17/2011

04/17/2015

COM.STK

58,750

$ 0

1,598,954

D

Employee Option (right to buy)

$ 22.11

04/17/2008

A

58,750

04/17/2012

04/17/2015

COM.STK

58,750

$ 0

1,657,704

D

Restricted Stock Units

$ 0 (1)

04/17/2008

A

8,375

04/17/2009(2)

04/17/2009(2)

COM.STK

8,375

$ 0

61,375

D

Restricted Stock Units

$ 0 (1)

04/17/2008

A

8,375

04/17/2010(2)

04/17/2010(2)

COM.STK

8,375

$ 0

69,750

D

Restricted Stock Units

$ 0 (1)

04/17/2008

A

8,375

04/17/2011(2)

04/17/2011(2)

COM.STK

8,375

$ 0

78,125

D

Restricted Stock Units

$ 0 (1)

04/17/2008

A

8,375

04/17/2012(2)

04/17/2012(2)

COM.STK

8,375

$ 0

86,500

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SODHANI ARVIND INTEL CORPORATION 2200 MISSION COLLEGE BLVD. SANTA CLARA, CA 95054			EXEC. VP; PRES. INTEL CAPITAL

Signatures

ARVIND SODHANI		04/18/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each restricted stock unit represents the right to receive, following vesting, one share of Intel Corporation common stock.
(2)	Unless earlier forfeited under the terms of the RSU, 25% of the award vests and converts into common stock on each anniversary of the grant date, unless that date falls on a non-business date, in which case the next business date shall apply.

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