INTEL CORP
10-Q, 1996-05-14
SEMICONDUCTORS & RELATED DEVICES
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          UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                            FORM 10-Q

(Mark One)
X    Quarterly report pursuant to Section 13 or 15(d) of the Securities 
     Exchange Act of 1934
     For the quarterly period ended March 30, 1996

OR
     Transition report pursuant to Section 13 or 15(d) of the Securities 
     Exchange Act of 1934
     For the transition period from __________ to __________


Commission File Number  0-6217


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

           Delaware                                       94-1672743
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                      Identification No.)


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

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

                               N/A
(Former name, former address, and former fiscal year, if changed since 
                          last report.)

Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by section 13 or 15(d) of the Securities Exchange 
Act of 1934 during the preceding 12 months (or for such shorter period 
that the Registrant was required to file such reports), and (2) has been 
subject to such filing requirements for the past 90 days.  Yes _X_ No___

        Shares outstanding of the Registrant's common stock:

           Class                           Outstanding at March 30, 1996
Common Stock, $.001 par value                       822.4 million





PAGE 2
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Intel Corporation
Consolidated Condensed Statements of Income (unaudited)
(in millions, except per share amounts)
<TABLE>
                                          Three Months Ended
                                       March 30,        April 1,
                                         1996             1995
                                       -------------------------
<S>                                    <C>               <C>
Net revenues                           $ 4,644           $ 3,557
Costs and expenses:
  Cost of sales                          2,421             1,609
  Research and development                 401               294
  Marketing, general and 
    administrative                         517               387
                                       -------           -------
Operating costs and expenses             3,339             2,290
                                       -------           -------
Operating income                         1,305             1,267
Interest expense                            (5)               (7)
Interest and other income, net              76               156
                                       -------           -------
Income before provision for taxes        1,376             1,416

Provision for taxes                        482               527
                                       -------           -------
Net income                             $   894           $   889
                                       =======           =======
Earnings per common and
  common equivalent share              $  1.02           $  1.02
                                       =======           =======
Cash dividends declared per 
  common share                         $  0.04           $  0.03
                                       =======           =======
Weighted average number of common
  and common equivalent shares
  outstanding                              880               872
                                       =======           =======
</TABLE>
(See Notes to Consolidated Condensed Financial Statements.)





PAGE 3
PART I - (continued)

Item 1.  Financial Statements (Continued)

Intel Corporation
Consolidated Condensed Balance Sheets
<TABLE>
                                       March 30,        Dec. 30,
(in millions)                            1996            1995
                                       -------------------------
                                      (unaudited)
<S>                                    <C>               <C>
ASSETS
Current assets:
  Cash and cash equivalents            $ 1,955           $ 1,463
  Short-term investments                 1,470               995
  Accounts receivable, net               3,101             3,116
  Inventories:
    Raw materials                          435               674
    Work in process                        655               707
    Finished goods                         454               623
                                       -------           -------
                                         1,544             2,004
                                       -------           -------
  Deferred tax assets                      411               408
  Other current assets                     151               111
                                       -------           -------
Total current assets                     8,632             8,097
                                       -------           -------

Property, plant and equipment, 
  at cost                               12,535            11,792
Less:  Accumulated depreciation         (4,671)           (4,321)
                                       -------           -------
Property, plant and equipment, net       7,864             7,471
Long-term investments                    1,430             1,653
Other assets                               293               283
                                       -------           -------
TOTAL ASSETS                           $18,219           $17,504
                                       =======           =======

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Short-term debt                      $   426           $   346
  Accounts payable                         761               864
  Accrued compensation and benefits        457               758
  Accrued advertising                      254               218
  Other accrued liabilities                365               328
  Deferred income on shipments to 
    distributors                           326               304
  Income taxes payable                     921               801
                                       -------           -------
Total current liabilities                3,510             3,619
                                       -------           -------
Long-term debt                             398               400
Deferred tax liabilities                   676               620
Put warrants                               734               725
Stockholders' equity:
  Preferred stock                           --                --
  Common stock and capital in excess 
     of par value                        2,646             2,583
  Retained earnings                     10,255             9,557
                                       -------           -------
Total stockholders' equity              12,901            12,140
                                       -------           -------
TOTAL LIABILITIES AND STOCKHOLDERS' 
  EQUITY                               $18,219           $17,504
                                       =======           =======
</TABLE>
(See Notes to Consolidated Condensed Financial Statements.)





PAGE 4
PART I - (continued)

Item 1.  Financial Statements (Continued)

Intel Corporation
Consolidated Condensed Statements of Cash Flows (unaudited, in millions)
<TABLE>
                                          Three Months Ended
                                       March 30,        April 1,
                                         1996             1995
                                       -------------------------
<S>                                    <C>               <C>
Cash flows provided by (used for) 
  operating activities:
Net income                             $   894           $   889
Adjustments to reconcile net income 
  to net cash provided 
  by operating activities:
  Depreciation                             411               305
  Net loss on retirements of property, 
    plant and equipment                     28                31
  Amortization of debt discount             --                 5
  Change in deferred tax assets and 
    liabilities                             48                41
  Changes in assets and liabilities:
  Decrease (increase) in accounts 
    receivable                              15              (362)
  Decrease (increase) in inventories       460              (155)
  (Increase) in other assets               (25)             (170)
  (Decrease) increase in accounts payable (103)              139
  (Decrease) in accrued compensation and 
    benefits                              (301)             (177)
  Increase in income taxes payable         120               292
  Tax benefit from employee stock plans     18                21
  Purchases of trading assets              (75)               --
  Increase (decrease) in other 
    liabilities                             95              (124)
                                       -------           -------
    Total adjustments                      691              (154)
                                       -------           -------
Net cash provided by operating 
  activities                             1,585               735
                                        -------           -------
Cash flows provided by (used for) 
  investing activities:
  Additions to property, plant and 
  equipment                               (832)             (793)
  Purchases of long-term, available-
    for-sale investments                   (11)              (76)
  Sales of long-term, available-for-sale 
    investments                             --                67
  Maturities and other changes in 
    available-for-sale 
    investments, net                      (174)              126
                                       -------           -------
Net cash (used for) investing 
  activities                            (1,017)             (676)

Cash flows provided by (used for) 
  financing activities:
  Increase in short-term debt, net          80               117
  Additions to long-term debt               --                12
  Retirement of long-term debt              --                --
  Proceeds from sales of shares through 
    employee stock plans and other          93                81
  Proceeds from sales of put warrants       18                16
  Repurchase and retirement of common 
    stock                                 (234)             (150)
  Payment of dividends to stockholders     (33)              (25)
                                       -------           -------
Net cash (used for) provided by financing 
  activities                               (76)               51
                                       -------           -------
Net increase in cash and cash 
  equivalents                          $   492           $   110
                                       =======           =======
Supplemental disclosures of cash flow 
  information:
  Cash paid during the period for:
   Interest                            $     9           $    25
   Income taxes                        $   286           $   173
</TABLE>
Certain 1995 amounts have been reclassified to conform to the 1996 
presentation.
(See Notes to Consolidated Condensed Financial Statements.)





PAGE 5
PART I - (continued)

Item 1.  Financial Statements (Continued)

Intel Corporation, Notes to Consolidated Condensed Financial Statements

1.     The accompanying interim consolidated condensed financial statements 
of Intel Corporation ("Intel," the "Company" or the "Registrant") have
been prepared in conformity with generally accepted accounting principles, 
consistent in all material respects with those applied in the Annual Report 
on Form 10-K for the year ended December 30, 1995. The interim financial 
information is unaudited, but reflects all normal adjustments which are, in 
the opinion of management, necessary to provide a fair statement of results 
for the interim periods presented. The interim financial statements should 
be read in connection with the financial statements in the Company's Annual 
Report on Form 10-K for the year ended December 30, 1995.

2.     Interest and other income includes (in millions):
<TABLE>
                                          Three Months Ended
                                       March 30,      April. 1,
                                         1996            1995
                                       -------------------------
<S>                                    <C>               <C>
Interest income                        $    80           $    74
Foreign currency gains                       7                 6
Other income (expense), net                (11)               76
                                       -------           -------
Total                                  $    76           $   156
                                       =======           =======
</TABLE>
       Other income for the three months ended April 1, 1995 included 
approximately $58 million from the settlement of all ongoing litigation 
with Advanced Micro Devices, Inc. and $23 million from the sale of a 
portion of the Company's interest in VLSI Technologies, Inc .

3.     Earnings per common and common equivalent share as presented on the 
face of the statements of income represent primary earnings per share. Dual 
presentation of primary and fully diluted earnings per share has not been 
made because the differences are insignificant.

4.     The Company's available-for-sale investments are reported at fair 
value, with unrealized gains and losses, net of tax, recorded in 
stockholders' equity. Realized gains or losses and declines in value, if 
any, judged to be other than temporary on available-for-sale securities are 
reported in other income or expense. Beginning in the first quarter of 
1996, the Company purchased securities classified as trading assets. The 
Company's trading assets ($75 million at March 30, 1996) are held to 
generate returns to offset changes in certain liabilities related to 
deferred compensation arrangements. The trading assets consist of 
marketable equity securities and are stated at fair value. Both realized 
and unrealized gains and losses are included in other income or expense and 
generally offset the change in the deferred compensation liability which is 
also included in other income or expense.

5.     As more fully described in the Company's Annual Report, Intel enters 
into derivative financial instruments to reduce financial market risks. 
These instruments are used to hedge foreign currency, equity and interest 
rate market exposures of underlying assets, liabilities and other 
obligations. The Company does not use derivative financial instruments for 
speculative or trading purposes. The Company's accounting policies for 
these instruments are based on the Company's designation of such 
instruments as hedging transactions. The criteria the Company uses for 
designating an instrument as a hedge include its effectiveness in risk 
reduction and one-to-one matching of derivative instruments to underlying 
transactions. Gains and losses on currency forward contracts, and options 
that are designated and effective as hedges of anticipated transactions, 
for which a firm commitment has been attained, are deferred and recognized
in income in the same period that the underlying transactions are settled. 





PAGE 6
PART I - (continued)

Item 1.  Financial Statements (Continued)

Intel Corporation, Notes to Consolidated Condensed Financial Statements 
(continued)

       Gains and losses on currency forward contracts, options and swaps 
that are designated and effective as hedges of existing transactions are 
recognized in income in the same period as losses and gains on the 
underlying transactions are recognized and generally offset. Gains and 
losses on options hedging investments in non-marketable instruments are 
deferred and recognized in income in the same period as the hedges mature 
or when the underlying transaction is sold, whichever comes first. Income 
or expense on swaps is accrued as an adjustment to the yield of the related 
investments or debt they hedge. 

6.     During the first quarter of 1996, the Company repurchased 4.1 
million shares of Common Stock under the Company's authorized repurchase 
program at a cost of $234 million, including 1.8 million shares at a cost 
of $108 million upon the exercise of put warrants. As of March 30, 1996, 
after reserving shares to cover the outstanding put warrants, approximately 
26.1 million shares remained available under the repurchase program (total 
authorization of 110 million shares) authorized by the Board of Directors. 
(See Item 2. Management's Discussion and Analysis for subsequent activity.)

7.     In a series of private placements during the 1991-1996 period, the 
Company sold put warrants that entitle the holder of each warrant to sell 
one share of Common Stock to the Company, at a specified price, if the 
holder exercises the warrant. Activity during the first quarter of 1996 is 
summarized as follows:
<TABLE>
                                                   Put Warrants Outstanding
                                                   ------------------------
                           Cumulative Proceeds     Number         Potential
(In millions)                   Received        Of Warrants      Obligation
- ---------------------------------------------------------------------------
<S>                              <C>               <C>               <C>
December 30, 1995                $ 279              12.0             $ 725
Sales                               18               3.0               175
Exercises                                           (1.8)             (108)
Expirations                         --              (1.5)              (58)
                                 -----             -----             -----
March 30, 1996                   $ 297              11.7             $ 734
                                 =====             =====             =====
</TABLE>
       The amount related to the Company's potential buyback obligation has 
been reclassified from Stockholders' Equity and recorded as put warrants. 
The 11.7 million put warrants outstanding on March 30, 1996 expire on 
various dates between May 1996 and February 1997 and have exercise prices 
ranging from $56 to $68 per share, with an average exercise price of $62. 
There is no material dilutive effect on earnings per share for the periods 
presented. (See Item 2. Management's Discussion and Analysis for subsequent 
activity.)

8.     On March 29, 1995, Thorn EMI North America Inc. brought suit in 
Federal Court in Delaware against Intel alleging that certain Intel 
manufacturing processes infringe a U.S. patent. In April 1996, the 
plaintiff filed documents with the Federal Court in Delaware indicating 
that in addition to an injunction it plans to seek damages, if it prevails, 
equal to between one (1) and one and one half (1 1/2) percent of Intel's 
net revenues derived from sales of Intel486(, Pentiumr and Pentiumr Pro 
microprocessors. Trial of the plaintiff's claims against Intel is presently 
set for June 1996. The Company believes this lawsuit to be without merit 
and will defend the case vigorously. Although the ultimate outcome of this 
lawsuit cannot be determined at this time, management, including internal 
counsel, continues to believe that the ultimate outcome will not have a 
material adverse effect on Intel's financial position or overall trends in 
results of operations. This estimate of the potential impact on the Company 
could change in the future.





PAGE 7
Item 2.  Management's Discussion and Analysis of Financial Condition and 
Results of Operations

Results of Operations - First Quarter of 1996 Compared to First Quarter of 
1995

Revenues for Q1 1996 increased by 31% compared to Q1 1995. Higher volumes 
of the rapidly ramping Pentiumr processor family, partially offset by lower 
prices, and increased sales of related board level products drove the 
overall growth in revenues. Revenues from the Intel486( microprocessor 
family declined substantially, primarily due to a major shift in market 
demand toward the Company's more advanced microprocessors. Chipsets and 
flash memory also showed significant revenue growth between these periods.

Cost of sales rose by 50% from Q1 1995 to Q1 1996, primarily due to 
increased unit volumes. Gross margin declined from 55% in Q1 1995 to 48% 
in Q1 1996 due primarily to increased sales of Pentium processor related 
board level products at lower margins, factory start up costs and 
inventory reserves, including continuing reserves related to inventories 
of certain purchased components.

A majority and growing portion of the Company's revenues, and a substantial 
majority of its gross margin, are derived from sales of the Pentium 
processor family including related board level products. Although sales of 
the Intel486 microprocessor family represented a significant portion of Q1 
1995 revenues and gross margin, revenues and gross margin for these 
products were negligible for Q1 1996.

Research and development expenses and marketing, general and administrative 
expenses rose by a total of $237 million, or 35%, from Q1 1995 to Q1 1996. 
Spending for internal product and process development programs, personnel 
related spending and Intel Insider and other advertising and marketing 
expenses accounted for most of the increase.

Interest and other income for Q1 1996 decreased by $80 million over the 
prior year due primarily to the pre-tax gains in Q1 1995 of $58 million 
from the settlement of litigation with Advanced Micro Devices, Inc. and $23 
million from the sale of a portion of Intel's interest in VLSI Technology, 
Inc. 

The $2 million decrease in interest expense between Q1 1995 and Q1 1996 is 
primarily the result of lower weighted average borrowing balances.

The Company utilizes investments and corresponding interest rate swaps to 
preserve principal while enhancing the yield on its investment portfolio 
without significantly increasing risk, and uses forward contracts, options 
and swaps to hedge foreign currency, equity and interest rate market 
exposures. Gains and losses on these instruments are generally offset by 
those on the underlying hedged transactions; as a result, there was no net 
impact on the Company's financial results in either Q1 1996 or Q1 1995 from 
hedging activities.

The provision for taxes decreased by $45 million, or 9%, primarily due to a 
decrease in the effective tax rate from 37.2% for Q1 1995 to 35% for Q1 
1996. The lower rate for 1996 is due primarily to a change in the 
geographic mix of earnings.  


Financial Condition

The Company's financial condition remains very strong. As of March 30, 
1996, Intel's portfolio of cash and investments totaled $4.86 billion, up 
from $4.11 billion at December 30, 1995. The Company's other sources of 
liquidity include credit lines and commercial paper borrowing arrangements 
that exceed $1.8 billion in the aggregate. The Company also retains the 
authority to issue an aggregate of approximately $1.4 billion in debt, 
equity and other securities under SEC shelf registration statements.

The Company funded most of its investment needs during the first quarter of 
1996 with cash generated from operations, which totaled $1.59 billion. 
Major uses of cash during the first quarter of 1996 included capital 
spending of $832 million for property, plant and equipment, primarily for 
microprocessor manufacturing capacity.





PAGE 8
Item 2.  Management's Discussion and Analysis of Financial Condition and 
Results of Operations (continued)

Financial Condition (continued)

Inventory levels, particularly raw material and finished goods, decreased 
significantly during the first quarter of 1996, primarily attributable to 
the sell-through of purchased parts inventory and lower costs of 
manufacturing in Q1 1996. 

The Company's five largest customers accounted for approximately 31% of net 
revenues for the three month period ended March 30, 1996. At March 30, 
1996, these customers accounted for approximately 24% of net accounts 
receivable. During Q3 1995, a portion of the receivable balance from one of 
the five largest customers in Q3 1995 was converted into a loan. The total 
amount receivable from this customer was approximately $356 million at 
March 30, 1996. During early Q2 1996, this customer paid off substantial 
portions of its accounts receivable and loan receivable so that as of May 
10, 1996, the total amount receivable from this customer was approximately 
$113 million.

Key financing activities in the first quarter of 1996 included the 
repurchase of 4.1 million shares of Common Stock for $234 million as part 
of the Company's authorized stock repurchase program, including 1.8 million 
shares for $108 million upon the exercise of outstanding put warrants. The 
Company also sold 3 million put warrants, receiving proceeds of $18 
million, while 1.5 million previously outstanding put warrants expired 
unexercised. Through May 10, 1996, the Company repurchased 2 million shares 
of its Common Stock, issued 3 million put warrants and 2 million put 
warrants expired unexercised. As of May 10, 1996, Intel had the potential 
obligation to repurchase 12.7 million shares of Common Stock at an 
aggregate cost of $810 million under outstanding put warrants. The exercise 
price of these warrants ranges from $56 to $69 per share, with an average 
exercise price of $63.50 per share. As of May 10, 1996, 23.1 million shares 
remained available for repurchase under the repurchase authorization, after 
reserving shares to cover outstanding put warrants.

Management considers cash flow from operations and available sources of 
liquidity to be adequate to meet business requirements in the foreseeable 
future, including planned capital expenditure programs, working capital 
requirements, the put warrant obligation and the dividend program.


Outlook

The statements contained in this Outlook are based on current expectations. 
These statements are forward looking and actual results may differ 
materially. 

Although the Company's book-to-bill ratio was below 1.0 for Q1 1996, the 
Company expects revenue for the second quarter of 1996 to be approximately 
equal to the first quarter revenue of $4.6 billion. The Company believes 
that many customers will continue to place orders for immediate delivery 
("turns"), consistent with the first quarter. In a turns environment, 
however, customer order patterns are inherently difficult to predict. 
Revenue is also a function of the distribution of microprocessor speed and 
performance levels, which is difficult to forecast. Because of the large 
price difference between the highest and lowest performance 
microprocessors, this distribution affects the average price Intel will 
realize and has a large impact on Intel's revenues. 

Intel's strategy has been and continues to be to introduce ever higher 
performance microprocessors and work with the software industry to develop 
compelling applications that can take advantage of this higher performance, 
thus driving demand toward the newer products. In line with this strategy, 
the Company is on track to position the 120-MHz and 133-MHz Pentium 
processors as the entry-level processors in the fourth quarter of 1996. If 
the market demand does not continue to grow and move rapidly toward higher 
performance products, revenue may be impacted, the manufacturing capacity 
installed might be under-utilized and capital spending may be slowed. The 
Company may continue to reduce microprocessor prices aggressively and 
systematically to bring its technology to market.  





PAGE 9
Item 2.  Management's Discussion and Analysis of Financial Condition and 
Results of Operations (continued)

Outlook (continued)

The Company expects gross margin percentage in the second quarter to be 
somewhere above 50 percent. Revenue from motherboard sales is expected to 
decline about an equal amount to microprocessor sales increases in the 
second quarter because more customers are choosing to purchase motherboards 
without DRAMs. Intel's gross margin percentage varies depending in part on 
the mix of microprocessors and related motherboards within a product family 
because motherboards generally have lower gross margin percentages than 
microprocessors. Various other factors, including unit volumes and costs 
and yield issues, sell-through of purchased components, processor speed mix 
and mix of shipments of other semiconductors will also continue to affect 
the amount of cost of sales and the variability of gross margin 
percentages.

To implement its strategy, Intel continues to build capacity to produce 
high-performance microprocessors and other products. The Company currently 
expects capital expenditures for 1996 to be about $4 billion. This spending 
plan is dependent upon delivery times of various machines and construction 
schedules for new facilities. 

Spending on research and development and marketing, general and 
administrative expenses is expected to increase about 6 percent in the 
second quarter of 1996 from the $918 million in the first quarter of 1996. 
Expense projections in the second quarter of 1996 incorporate salary 
increases and expected increases in marketing and research and development 
and are subject to changes based on utilization of cooperative marketing 
programs by customers.

The Company's future results of operations and the other forward looking 
statements contained in this outlook involve a number of risks and 
uncertainties. In addition to the factors discussed above, among the other 
factors that could cause actual results to differ materially are the 
following: business conditions and growth in the personal computer industry 
and general economy; change in customer order patterns, including timing of 
delivery; competitive factors, such as rival chip architectures, competing 
software-compatible microprocessors, acceptance of new products and price 
pressures; availability of third party component products at reasonable 
prices; risk of nonpayment of customer receivables; risk of inventory 
obsolescence due to shifts in market demand; timing of software industry 
product introductions; continued success in technological advances, 
including the manufacturing ramp; excess or shortage of manufacturing 
capacity; risks associated with foreign operations; changes in the mix of 
microprocessor speeds and related motherboards; costs and yield issues 
associated with initiating production at new factories; and litigation 
involving intellectual property and consumer issues.

Intel believes that it has the product offerings, facilities, personnel, 
and competitive and financial resources for continued business success, but 
future revenues, costs, margins, product mix and profits are all influenced 
by a number of factors, as discussed above.





PAGE 10
PART II - OTHER INFORMATION

Item 1. Legal Proceedings

A.     Litigation

Reference is made to Item 3. Legal Proceedings, in the Registrant's Annual 
Report on Form 10-K for the year ended December 30, 1995 for a description 
of the following legal proceeding.
 
                       Thorn EMI North America, Inc.
                          vs. Intel, DEL (C95-199)

On March 29, 1995, Thorn EMI North America Inc. brought suit in Federal 
Court in Delaware against Intel alleging that certain Intel manufacturing 
processes infringe a U.S. patent. In April 1996, the plaintiff filed 
documents with the Federal Court in Delaware indicating that in addition to 
an injunction it plans to seek damages, if it prevails, equal to between 
one (1) and one and one half (1 1/2) percent of Intel's net revenues 
derived from sales of Intel486(, Pentiumr and Pentiumr Pro microprocessors. 
Trial of the plaintiff's claims against Intel is presently set for June 
1996. The Company believes this lawsuit to be without merit and will defend 
the case vigorously. Although the ultimate outcome of this lawsuit cannot 
be determined at this time, management, including internal counsel, 
continues to believe that the ultimate outcome will not have a material 
adverse effect on Intel's financial position or overall trends in results 
of operations. This estimate of the potential impact on the Company could 
change in the future.






Item 6. Exhibits and Reports on Form 8-K

(a)     Exhibits

11.1    Statement re: computation of earnings per share.

12.1    Statement setting forth the computation of ratios of earnings to 
        fixed charges.

27      Financial Data Schedule.

(b)     Reports on Form 8-K.

No reports on Form 8-K were filed with the Securities and Exchange
Commission during the quarter ended March 30, 1996.





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 thereunto duly authorized.

INTEL CORPORATION
(Registrant)





Date:  May 13, 1996                         By:/s/Andy D. Bryant
                                               -----------------
                                               Andy D. Bryant
                                               Vice President and
                                               Chief Financial and
                                               Principal Accounting Officer


EXHIBIT 11.1
       
                                             INTEL CORPORATION
                                     COMPUTATION OF EARNINGS PER SHARE
                                 (In millions, except per share amounts)
<TABLE>
                                                     Three Months Ended
                                                     -------------------
                                                     Mar. 30,    Apr. 1,
                                                       1995       1995
                                                     -------     -------
<S>                                                  <C>         <C>
PRIMARY SHARES CALCULATION

Reconciliation of weighted average number
of shares outstanding to amount used in
primary earnings per share computation:

Weighted average number of shares outstanding            822 *       828 *

 Add-shares issuable from assumed exercise of options
  and warrants                                            58 *        44 *
                                                     -------     -------
 Weighted average number of shares outstanding as
  adjusted                                               880 *       872 *

FULLY DILUTED SHARES CALCULATION

Reconciliation of weighted average number
of shares outstanding to amount used in
fully diluted earnings per share computation:

  Weighted average number of shares outstanding          822         828

  Add-shares issuable from assumed exercise of 
  options and warrants                                    58          46
                                                     -------     -------
  Weighted average number of shares outstanding as 
   adjusted                                              880         874

NET INCOME                                           $   894 *   $   889 *
                                                     =======     =======

PRIMARY EARNINGS PER SHARE                           $  1.02 *   $  1.02 *
                                                     =======     =======

FULLY DILUTED EARNINGS PER SHARE(1)                  $  1.02     $  1.02
                                                     =======     =======
</TABLE>
* Per Q1 1996 earnings press release

(1)     Earnings per common and common equivalent share presented on the 
face of the income statement represent primary earnings per share.  Dual
presentation of primary and fully diluted earnings per share has not been
made on the face of the income statement because the differences are 
insignificant. This exhibit is presented because common stock equivalents 
represent more than 3% of weighted average common shares outstanding.


EXHIBIT 12.1


                               INTEL CORPORATION


                    STATEMENT SETTING FORTH THE COMPUTATION
          OF RATIOS OF EARNINGS TO FIXED CHARGES FOR INTEL CORPORATION

                            (In millions, except ratios)

<TABLE>
                                          Three Months  Ended
                                      Mar. 30              Apr. 1
                                       1996                 1995
                                      -------              -------
<S>                                   <C>                  <C>
Income before taxes                   $ 1,376              $ 1,416

Add - Fixed charges net of
  capitalized interest                      7                    9
                                      -------              -------

Income before taxes and 
  fixed charges (net of 
  capitalized interest)               $ 1,383              $ 1,425
                                      =======              =======

Fixed charges:

Interest (expense)*                   $     5              $     7

Capitalized interest                        9                   11

Estimated interest component
  of rental expense                         2                    2
                                      -------              -------

Total                                 $    16              $    20
                                      =======              =======

Ratio of earnings before taxes
  and fixed charges, to fixed
  charges                                86.4                 71.3

</TABLE>
*  Interest expense includes the amortization of underwriting fees for 
the relevant periods outstanding.


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from Intel Corporation's
CONSOLIDATED CONDENSED STATEMENTS OF INCOME AND CONSOLIDATED BALANCE SHEETS and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-28-1996
<PERIOD-END>                               MAR-30-1996
<CASH>                                            1955
<SECURITIES>                                      1470
<RECEIVABLES>                                     3101<F3>
<ALLOWANCES>                                         0
<INVENTORY>                                       1544
<CURRENT-ASSETS>                                  8632
<PP&E>                                           12535
<DEPRECIATION>                                    4671
<TOTAL-ASSETS>                                   18219
<CURRENT-LIABILITIES>                             3510
<BONDS>                                            398
                              734<F1>
                                          0
<COMMON>                                          2646
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                     18219
<SALES>                                           4644
<TOTAL-REVENUES>                                  4644
<CGS>                                             2421
<TOTAL-COSTS>                                     2421
<OTHER-EXPENSES>                                   401<F2>
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   5
<INCOME-PRETAX>                                   1376
<INCOME-TAX>                                       482
<INCOME-CONTINUING>                                894
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       894
<EPS-PRIMARY>                                     1.02
<EPS-DILUTED>                                        0
<FN>
<F1>Item consists of put warrants.
<F2>Item consists of research and development.
<F3>Item shown net of allowance, consistent with the balance sheet 
presentation.
</FN>
        

</TABLE>


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